SCUDDER INTERNATIONAL FUND INC, 485BPOS, 1995-02-17

SCUDDER INTERNATIONAL FUND INC
485BPOS, 1995-02-17

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Filed with the Securities and Exchange Commission on February 17, 1995

File No. 2-14400
File No. 811-642

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.

Post-Effective Amendment No. 44

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 24

Scudder International Fund, Inc.
(Exact Name of Registrant as Specified in Charter)

345 Park Avenue, New York, NY 10154
(Address of Principal Executive Offices) (Zip Code)

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

Thomas F. McDonough
Scudder, Stevens & Clark, Inc.
Two International Place, Boston, MA 02110-4103
(Name and Address of Agent for Service)

It is proposed that this filing will become effective

/ / immediately upon filing pursuant to paragraph (b)

/X/ on March 1, 1995 pursuant to paragraph (b)

/ / 60 days after filing pursuant to paragraph (a)(i)

/ / on ______________ pursuant to paragraph (a)(i)

/ / 75 days after filing pursuant to paragraph (a)(ii)

/ / on ______________ pursuant to paragraph (a)(ii) of Rule 485

If appropriate, check the following:

/ / this post-effective amendment designates a new effective date for
a previously filed post-effective amendment

The Registrant has filed a declaration registering an indefinite amount of
securities pursuant to Rule 24f-2 under the Investment Company Act of 1940,
as amended. The Registrant filed the notice required by Rule 24f-2 for its
most recent fiscal year on December 29, 1994.

SCUDDER INTERNATIONAL FUND, INC.
SCUDDER INTERNATIONAL FUND
CROSS-REFERENCE SHEET

Items Required By Form N-1A

PART A

Item No. Item Caption Prospectus Caption
- -------- ------------ ------------------

1. Cover Page COVER PAGE

2. Synopsis EXPENSE INFORMATION

3. Condensed Financial FINANCIAL HIGHLIGHTS
Information DISTRIBUTION AND PERFORMANCE INFORMATION

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

5. Management of the Fund FINANCIAL HIGHLIGHTS
A MESSAGE FROM SCUDDER'S CHAIRMAN
FUND ORGANIZATION--Investment adviser,
Transfer agent
DIRECTORS AND OFFICERS

5A. Management's Discussion SHAREHOLDER BENEFITS--A team approach to
of Fund Performance investing

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

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

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

9. Pending Legal NOT APPLICABLE
Proceedings

SCUDDER INTERNATIONAL FUND
(continued)

PART B

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

10. Cover Page COVER PAGE

11. Table of Contents TABLE OF CONTENTS

12. General Information and FUND ORGANIZATION
History

13. Investment Objectives THE FUNDS' INVESTMENT OBJECTIVE AND
and Policies POLICIES
PORTFOLIO TRANSACTIONS -- Brokerage and
Portfolio Turnover

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

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

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

17. Brokerage Allocation PORTFOLIO TRANSACTIONS--Brokerage and
Portfolio Turnover

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

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

20. Tax Status DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
TAXES

21. Underwriters DISTRIBUTOR

22. Calculation of PERFORMANCE INFORMATION
Performance Data

23. Financial Statements FINANCIAL STATEMENTS

SCUDDER INTERNATIONAL FUND, INC.
SCUDDER LATIN AMERICA FUND
CROSS-REFERENCE SHEET

Items Required By Form N-1A

PART A

Item No. Item Caption Prospectus Caption
- -------- ------------ ------------------

1. Cover Page COVER PAGE

2. Synopsis EXPENSE INFORMATION

3. Condensed Financial FINANCIAL HIGHLIGHTS
Information DISTRIBUTION AND PERFORMANCE INFORMATION

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

5. Management of the Fund FINANCIAL HIGHLIGHTS
A MESSAGE FROM SCUDDER'S CHAIRMAN
FUND ORGANIZATION--Investment adviser,
Transfer agent
DIRECTORS AND OFFICERS

5A. Management's Discussion SHAREHOLDER BENEFITS--A team approach to
of Fund Performance investing

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

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

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

9. Pending Legal NOT APPLICABLE
Proceedings

SCUDDER LATIN AMERICA FUND
(continued)

PART B

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

10. Cover Page COVER PAGE

11. Table of Contents TABLE OF CONTENTS

12. General Information and FUND ORGANIZATION
History

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

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

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

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

17. Brokerage Allocation PORTFOLIO TRANSACTIONS--Brokerage and
Portfolio Turnover

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

20. Tax Status DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
TAXES

21. Underwriters DISTRIBUTOR

22. Calculation of PERFORMANCE INFORMATION
Performance Data

23. Financial Statements FINANCIAL STATEMENTS

SCUDDER INTERNATIONAL FUND, INC.
SCUDDER PACIFIC OPPORTUNITIES FUND
CROSS-REFERENCE SHEET

Items Required By Form N-1A
PART A
Item No. Item Caption Prospectus Caption
- -------- ------------ ------------------

1. Cover Page COVER PAGE

2. Synopsis EXPENSE INFORMATION

3. Condensed Financial FINANCIAL HIGHLIGHTS
Information DISTRIBUTION AND PERFORMANCE INFORMATION

5. Management of the Fund FINANCIAL HIGHLIGHTS
A MESSAGE FROM SCUDDER'S CHAIRMAN
FUND ORGANIZATION--Investment adviser,
Transfer agent
DIRECTORS AND OFFICERS

5A. Management's Discussion SHAREHOLDER BENEFITS--A team approach to
of Fund Performance investing

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

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

9. Pending Legal NOT APPLICABLE
Proceedings

SCUDDER PACIFIC OPPORTUNITIES FUND
(continued)

PART B

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

10. Cover Page COVER PAGE

11. Table of Contents TABLE OF CONTENTS

12. General Information and FUND ORGANIZATION
History

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

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

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

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

17. Brokerage Allocation PORTFOLIO TRANSACTIONS

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

20. Tax Status DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
TAXES

21. Underwriters DISTRIBUTOR

22. Calculation of PERFORMANCE INFORMATION
Performance Data

23. Financial Statements FINANCIAL STATEMENTS

SCUDDER INTERNATIONAL FUND, INC.
SCUDDER GREATER EUROPE GROWTH FUND
CROSS-REFERENCE SHEET

Items Required By Form N-1A
PART A
Item No. Item Caption Prospectus Caption
- -------- ------------ ------------------

1. Cover Page COVER PAGE

2. Synopsis EXPENSE INFORMATION

3. Condensed Financial FINANCIAL HIGHLIGHTS
Information

5. Management of the Fund FINANCIAL HIGHLIGHTS
A MESSAGE FROM SCUDDER'S CHAIRMAN
FUND ORGANIZATION--Investment adviser,
Transfer agent
DIRECTORS AND OFFICERS

5A. Management's Discussion SHAREHOLDER BENEFITS--A team approach to
of Fund Performance investing

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

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

9. Pending Legal NOT APPLICABLE
Proceedings

SCUDDER GREATER EUROPE GROWTH FUND
(continued)

PART B

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

10. Cover Page COVER PAGE

11. Table of Contents TABLE OF CONTENTS

12. General Information and FUND ORGANIZATION
History

13. Investment Objectives THE FUNDS' INVESTMENT OBJECTIVE AND
and Policies POLICIES
PORTFOLIO TRANSACTIONS -- Brokerage and
Portfolio Turnover

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

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

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

17. Brokerage Allocation PORTFOLIO TRANSACTIONS--Brokerage and
Portfolio Turnover

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

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

20. Tax Status DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
TAXES

21. Underwriters DISTRIBUTOR

22. Calculation of PERFORMANCE INFORMATION
Performance Data

23. Financial Statements FINANCIAL STATEMENTS

<PAGE>

This prospectus sets forth concisely the information about Scudder Latin
America Fund, a series of Scudder International Fund, Inc., 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 March 1, 1995 , as amended from time to
time, may be obtained without charge by writing Scudder Investor Services,
Inc., Two International Place , Boston, MA 02110- 4103 or
calling 1-800-225-2470. The Statement, which is incorporated by reference
into this prospectus, has been filed with the Securities and Exchange
Commission.

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.

Contents_see page 4.

Scudder
Latin America
Fund

Prospectus
March 1, 1995

A pure no-load(tm) (no sales charges) mutual fund which seeks to provide
long-term capital appreciation through investment primarily in the
securities of Latin American issuers.

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 Latin America 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 load) NONE
Commissions to reinvest dividends NONE
Deferred sales charge NONE
Redemption fees payable to the Fund 2.00%*
Exchange fees payable to the Fund 2.00%*

2) Annual Fund operating expenses: (after state imposed expense
limitation) paid by the Fund before it distributed its net investment
income, expressed as a percentage of the Fund's average daily net
assets for the fiscal year ended October 31, 1994 .

Investment management fee 1.21% **
12b-1 fees NONE
Other expenses 0.80%
-----
Total Fund operating expenses 2.01% **
=====

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.

1 Year 3 Years 5 Years 10 Years
------- ------- ------- --------
$20 $63 $108 $234

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

* There is a 2% fee retained by the Fund which is imposed only on
redemptions or exchanges of shares held less than one year. If you
wish to receive your redemption proceeds via wire, there is a $5 wire
service fee. For additional information, please refer to "Transaction
information _Exchanging and redeeming shares."

** The Investment Management Agreement provides that if the Fund's
expenses, exclusive of taxes, interest, and extraordinary expenses,
exceed specified limits, such excess, up to the amount of the
management fee, will be paid by the Adviser. For the fiscal year ended
October 31, 1994, the Adviser did not impose a portion of its
management fee. Without such limit, the total annualized expenses of
the Fund would have been 2.05% (of which 1.25% would have consisted of
investment management fees) for the fiscal year.

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 October 31, 1994 and
may be obtained without charge by writing or calling Scudder Investor
Services, Inc.

For the Period
December 8, 1992
Year (commencement
Ended of operations) to
October 31, 1994 October 31, 1993
---------------- -----------------
<S> <C> <C>
Net asset value, beginning of period . . . . . . . . . . . . . . . $18.41 $12.00
------ ------
Income from investment operations:
Net investment income (loss) (a) . . . . . . . . . . . . . . . . (.03) .03
Net realized and unrealized gain on investment transactions . . 6.18 6.38
------ ------
Total from investment operations . . . . . . . . . . . . . . . . 6.15 6.41
------ ------
Less distributions:
In excess of net investment income . . . . . . . . . . . . . . . (.06) --
From net realized gains on investment transactions . . . . . . . (.06) --
------ ------
Total distributions . . . . . . . . . . . . . . . . . . . . . . . (.12) --
------ ------
Net asset value, end of period . . . . . . . . . . . . . . . . . $24.44 $18.41
====== ======
TOTAL RETURN (%) (b) . . . . . . . . . . . . . . . . . . . . . . 33.43 53.42(c)**
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period ($ millions) . . . . . . . . . . . . . 809 261
Ratio of operating expenses, net to average daily net
assets (%) (a) . . . . . . . . . . . . . . . . . . . . . . . . 2.01 2.00*
Ratio of net investment income (loss) to average daily
net assets (%) . . . . . . . . . . . . . . . . . . . . . . . . (.20) .44*
Portfolio turnover rate (%). . . . . . . . . . . . . . . . . . . . 22.4 4.6*
<FN>
(a) Reflects a per share amount of management fee not imposed by
the Adviser of . . . . . . . . . . . . . . . . . . . . . . . $.01 $.04
Operating expense ratio including management fee not
imposed (%) . . . . . . . . . . . . . . . . . . . . . . . . 2.05 2.69*

(b) Total returns are higher due to maintenance of the Fund's expenses.

* Annualized

** Not annualized

</TABLE>

A message from Scudder's chairman

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

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

Services available to all shareholders include toll-free access to
professional service representatives at Scudder Service Corporation and the
Scudder Investor Information department, 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.

/s/Daniel Pierce

Scudder Latin America Fund

Investment objective

* long-term capital appreciation through investment primarily in the
securities of Latin American issuers

Investment characteristics

* convenient, low-cost access to emerging investment opportunities in
Latin America

* professional management of a broad range of equity securities, debt
securities and other investments in a rapidly growing region of the
world

* above-average investment risk

Contents

Investment objective and policies 5
Why invest in the Fund? 7
Latin American investment experience 7
Additional information about policies and investments 7
Risk factors 9
Purchases 12
Exchanges and redemptions 13
Distribution and performance information 14
Fund organization 15
Transaction information 16
Shareholder benefits 19
Directors and Officers 22
Investment products and services 23
How to contact Scudder Back cover

Investment objective and policies

Scudder Latin America Fund (the "Fund"), a non-diversified series of
Scudder International Fund, Inc., seeks to provide long-term capital
appreciation through investment primarily in the securities of Latin
American issuers.

The Fund seeks to benefit from economic and political trends emerging
throughout Latin America. These trends are supported by governmental
initiatives designed to promote freer trade and market-oriented economies.
The Fund's investment adviser, Scudder, Stevens & Clark, Inc. (the
"Adviser"), believes that efforts by Latin American countries to, among
other things, reduce government spending and deficits, control inflation,
lower trade barriers, stabilize currency exchange rates, increase foreign
and domestic investment and privatize state-owned companies, will set the
stage for attractive investment returns over time.

The Fund involves above-average investment risk. It is designed as a
long-term investment and not for short-term trading purposes, and should
not be considered a complete investment program. A 2% redemption and
exchange fee, described more fully below, is payable to the Fund for the
benefit of remaining shareholders on shares held less than one year.

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

Investments

At least 65% of the Fund's total assets will be invested in the securities
of Latin American issuers, and 50% of the Fund's total assets will be
invested in Latin American equity securities. To meet its objective to
provide long-term capital appreciation, the Fund normally invests at least
65% of its total assets in equity securities. For purposes of this
prospectus, Latin America is defined as Mexico, Central America, South
America and the Spanish-speaking islands of the Caribbean. The Fund defines
securities of Latin American issuers as follows:

* Securities of companies organized under the laws of a Latin American
country or for which the principal securities trading market is in
Latin America;

* Securities issued or guaranteed by the government of a country in
Latin America, its agencies or instrumentalities, political
subdivisions or the central bank of such country;

* Securities of companies, wherever organized, when at least 50% of an
issuer's non-current assets, capitalization, gross revenue or profit
in any one of the two most recent fiscal years represents (directly or
indirectly through subsidiaries) assets or activities located in Latin
America; or

* Securities of Latin American issuers, as defined above, in the form of
depositary shares.

Although the Fund may participate in markets throughout Latin America,
under present conditions the Fund expects to focus its investments in
Argentina, Brazil, Chile, Mexico and Venezuela. In the opinion of the
Adviser, these five countries offer the most developed capital markets in
Latin America. The Fund may invest in other countries in Latin America when
the Adviser deems it appropriate. The Fund intends to allocate investments
among at least three countries at all times and does not expect to
concentrate investments in any particular industry.

The Fund's equity investments are common stock, preferred stock (either
convertible or non-convertible), depositary receipts and warrants. These
may be restricted securities and may also be purchased through rights.
Securities may be listed on securities exchanges, traded over-the-counter,
or have no organized market.

The Fund may invest in debt securities when management anticipates that the
potential for capital appreciation is likely to equal or exceed that of
equity securities. Capital appreciation in debt securities may arise from a
favorable change in relative foreign exchange rates, in relative interest
rate levels, or in the creditworthiness of issuers. Receipt of income from
such debt securities is incidental to the Fund's objective of long-term
capital appreciation. Most debt securities in which the Fund invests are
not rated. When debt securities are rated, it is expected that such ratings
will generally be below investment grade; that is, rated below Baa by
Moody's Investors Service, Inc. ("Moody's") or below BBB by Standard &
Poor's ("S&P"). For more information about the debt securities in which the
Fund may invest, including risks, please see "Additional information about
policies and investments."

In selecting companies for investment, the Fund will typically evaluate
industry trends, a company's financial strength, its competitive position
in domestic and export markets, technology, recent developments and
profitability, together with overall growth prospects. Other considerations
will generally include quality and depth of management, government
regulation, and availability and cost of labor and raw materials.
Investment decisions are made without regard to arbitrary criteria as to
minimum asset size, debt-equity ratios or dividend history of portfolio
companies.

The allocation between equity and debt, and among countries in Latin
America, will vary based on a number of factors, including?: expected rates
of economic and corporate profit growth; past performance and current and
comparative valuations in Latin American capital markets; the level and
anticipated direction of interest rates; changes or anticipated changes in
Latin American government policy; and the condition of the balance of
payments and changes in the terms of trade. The Fund, in seeking
undervalued markets or individual securities, will also consider the
effects of past economic crises or ongoing financial and political
uncertainties.

To provide for redemptions, or in anticipation of investment in Latin
American securities, the Fund may hold cash or cash equivalents (in U.S.
dollars or foreign currencies) and other short-term securities, including
money market securities denominated in U.S. dollars or foreign currencies.
In addition, to provide for redemptions or distributions, the Fund may
borrow from banks in an amount not exceeding the value of one-third of the
Fund's total assets. The Fund does not expect to borrow for investment
purposes. The Fund may assume a defensive position when, due to political
or other factors, the Adviser determines that opportunities for capital
appreciation in Latin American markets would be significantly limited over
an extended period or that investing in those markets poses undue risk to
investors. The Fund may, for temporary defensive purposes, invest up to
100% of its assets in cash and money market instruments or invest all or a
portion of its assets in securities of U.S. or other non-Latin American
issuers. The Fund may also invest in closed-end investment companies
investing primarily in Latin America. In addition, the Fund may engage
in strategic transactions. See "Additional information about policies
and investments" for more information about these investment techniques.

Why invest in the Fund?

The Fund seeks to take advantage of evolving economic and political trends
in Latin America. These trends are largely a result of efforts by Latin
American governments to institute democratic and market-oriented economic
reforms.

Although the pace and success in accomplishing these objectives vary
significantly throughout Latin America, there has been a general trend in
recent years towards reducing government's role in economic affairs and
creating a business environment conducive to investment and growth. To take
better advantage of Latin America's abundant natural resources and other
strengths, many countries in the region have established policies to
control inflation, reduce government deficits and external debt, stabilize
currency exchange rates, reduce taxes and interest rates, and modernize and
open securities markets. Governments have also privatized state-owned
enterprises, including telephone companies, utilities, banks, petrochemical
concerns and railroads, and are beginning to invest heavily in
infrastructure, which is necessary for a strong economy. In some Latin
American countries these initiatives have already led to more stable
economic conditions, stronger economic growth, reduction of capital
outflows, and increased interest by foreign investors in Latin America, all
of which have helped boost capital market returns in recent years.

Investors should be aware that participation in the Fund involves special
considerations and risks not typically associated with a mutual fund
investing principally in the securities of U.S. issuers. However, for
investors who can accept the risks of Latin American investing and have a
long-term investment horizon, the Fund offers the potential for substantial
capital appreciation over time. See "Additional information about policies
and investments_Risk factors."

The Fund is the first pure no-load fund to invest in Latin America. 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.

Latin American investment experience

The Adviser has been active in international investment for over 40 years,
and as of December 31, 1994 , was responsible for managing more than
$___ billion of non-U.S. securities, including approximately
$___ billion invested in Latin American equity and debt securities.
The Adviser manages a number of offshore and U.S. investment companies that
invest in all or select regions of Latin America, including three
closed-end funds trading on the New York Stock Exchange: The Argentina
Fund, Inc. , The Brazil Fund, Inc. , and The Latin America
Dollar Income Fund, Inc.

Additional information about policies and investments

Investment restrictions

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

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

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

In addition, as a matter of nonfundamental policy, the Fund may not invest
more than 10% of its net 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 not invest more
than 5% of its total assets in restricted securities.

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

Loan participations and assignments

The Fund may invest in fixed and floating rate loans arranged through
private negotiations between an issuer of emerging market debt instruments
and one or more financial institutions ("lenders"). Generally, the Fund's
investments in loans are expected to take the form of loan participations
and assignments of portions of loans from third parties.

When investing in a participation, the Fund will typically have the right
to receive payments only from the lender to the extent the lender receives
payments from the borrower, and not from the borrower itself. Likewise, the
Fund typically will be able to enforce its rights only through the lender,
and not directly against the borrower. As a result, the Fund will assume
the credit risk of both the borrower and the lender that is selling the
participation.

When the Fund purchases assignments from lenders, it will acquire direct
rights against the borrower, but these rights and the Fund's obligations
may differ from, and be more limited than, those held by the assigning
lender.

Loan participations and assignments may be illiquid. Please refer to "Risk
factors_Illiquid investments" for more information.

When-issued securities

The Fund may purchase equity and debt securities on a when-issued or
forward delivery basis, for payment and delivery at a later date. The price
and yield are generally fixed on the date of commitment to purchase. During
the period between purchase and settlement, no interest accrues to the
Fund. At the time of settlement, the market value of the security may be
more or less than the purchase price.

Convertible securities

The Fund may invest in convertible securities which may offer higher income
than the common stocks into which they are convertible. 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 non-convertible securities.

Repurchase agreements

As a means of earning income for periods as short as overnight, the Fund
may enter into repurchase agreements with selected banks and
broker/dealers. Under a repurchase agreement, the Fund acquires securities,
subject to the seller's agreement to repurchase at a specified time and
price. The Fund may also enter into repurchase commitments for investment
purposes for periods of 30 days or more. Such commitments involve
investment risk similar to that of debt securities. Please see "Risk
factors_Repurchase agreements" for more information.

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.

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.

Non-diversified investment company. The Fund is classified as a
non-diversified investment company under the Investment Company Act of 1940
(the "1940 Act"), which means that the Fund is not limited by the 1940 Act
in the proportion of its assets that it may invest in the obligations of a
single issuer. The investment of a large percentage of the Fund's assets in
the securities of a small number of issuers may cause the Fund's share
price to fluctuate more than that of a diversified investment company.

Investing in Latin America. The Adviser believes that investment
opportunities may result from recent trends in Latin America encouraging
greater market orientation and less governmental intervention in economic
affairs. Investors, however, should be aware that the Latin American
economies have experienced considerable difficulties in the past decade.
Although there have been significant improvements in recent years, the
Latin American economies continue to experience challenging problems,
including high inflation rates and high interest rates relative to the U.S.
The emergence of the Latin American economies and securities markets will
require continued economic and fiscal discipline which has been lacking at
times in the past, as well as stable political and social conditions.
Recovery may also be influenced by international economic conditions,
particularly those in the U.S., and by world prices for oil and other
commodities. There is no assurance that recent economic initiatives will be
successful.

Certain risks associated with international investments and investing in
smaller, developing capital markets are heightened for investments in Latin
American countries. For example, some of the currencies of Latin American
countries have experienced steady devaluations relative to the U.S. dollar,
and major adjustments have been made in certain of these currencies
periodically. Any devaluations in the currencies in which the Fund's
portfolio securities are denominated may have a detrimental impact on the
Fund's net asset value. In addition, although there is a trend toward
less government involvement in commerce, governments of many Latin American
countries have exercised and continue to exercise substantial influence
over many aspects of the private sector. In certain cases, the government
still owns or controls many companies, including some of the largest in the
country. Accordingly, government actions in the future could have a
significant effect on economic conditions in Latin American countries,
which could affect private sector companies and the Fund, as well as the
value of securities in the Fund's portfolio.

Most Latin American countries have experienced substantial, and in some
periods, extremely high, rates of inflation for many years. Inflation and
rapid fluctuations in inflation rates have had and may continue to have
negative effects on the economies and securities markets of certain Latin
American countries.

Certain Latin American countries are among the largest debtors to
commercial banks and foreign governments. Some of these countries have in
the past defaulted on their sovereign debt. Holders of sovereign debt
(including the Fund) may be requested to participate in the rescheduling of
such debt and to extend further loans to governmental entities. There is no
bankruptcy proceeding by which sovereign debt on which governmental
entities have defaulted may be collected in whole or in part.

The limited size of many Latin American securities markets and limited
trading volume in issuers compared to the volume of trading in U.S.
securities could cause prices to be erratic for reasons apart from factors
that affect the quality of securities.

The portion of the Fund's assets invested directly in Chile may be less
than the portions invested in other countries in Latin America because, at
present, capital invested in Chile normally cannot be repatriated for as
long as five years. As such, direct investments in Chile will be limited by
the Fund's nonfundamental policy of not investing more than 10% of net
assets in securities which are not readily marketable.

Foreign securities. Investments in foreign securities involve special
considerations due to more limited information, higher brokerage costs,
different accounting standards, thinner trading markets and the likely
impact of foreign taxes on the income from securities. They may also entail
certain other risks, such as the possibility of one or more of the
following: imposition of dividend or interest withholding or confiscatory
taxes; currency blockages or transfer restrictions; expropriation,
nationalization, military coups or other adverse political or economic
developments; less government supervision and regulation of securities
exchanges, brokers and listed companies; and the difficulty of enforcing
obligations in other countries. Further, it may be more difficult for the
Fund's agents to keep currently informed about corporate actions which may
affect the prices of portfolio securities. Communications between the U.S.
and foreign countries may be less reliable than within the U.S., increasing
the risk of delayed settlements of portfolio transactions or loss of
certificates for portfolio securities. Certain markets may require payment
for securities before delivery. The Fund's ability and decisions to
purchase and sell portfolio securities may be affected by laws or
regulations relating to the convertibility of currencies and repatriation
of assets. Some countries restrict the extent to which foreigners may
invest in their securities markets.

The Fund invests in securities denominated in currencies of Latin American
countries. Accordingly, changes in the value of these currencies against
the U.S. dollar will result in corresponding changes in the U.S. dollar
value of the Fund's assets denominated in those currencies.

Some Latin American countries also may have managed currencies, which are
not free floating against the U.S. dollar. In addition, there is risk that
certain Latin American countries may restrict the free conversion of their
currencies into other currencies. Further, it generally will not be
possible to reduce the Fund's Latin American currency risk through hedging.
Any devaluations in the currencies in which the Fund's portfolio securities
are denominated may have a detrimental impact on the Fund's net asset
value.

Convertible securities. While convertible securities generally offer lower
yields than non-convertible 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.

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
with respect to the seller of the securities before repurchase of the
securities under a repurchase agreement, the Fund may encounter delay and
incur costs before being able to sell the securities. Also, if a seller
defaults, the value of such securities may decline before the Fund is able
to dispose of them.

Debt securities. The Fund may invest in debt securities which are unrated,
rated or the equivalent of those rated below investment-grade (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, and 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.

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.

(Continued on page 14)

Purchases

Opening an account

Minimum initial investment: $1,000; IRAs $500

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

Make checks payable to "The Scudder Funds."

* By Mail

Send your completed and signed application and check

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

The Scudder Funds The Scudder Funds
P.O. Box 2291 1099 Hingham Street
Boston, MA Rockland, MA
02107-2291 02370-1052

* 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 additional shares

Minimum additional investment: $100; IRAs $50

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

Make checks payable to "The Scudder Funds."

* By Mail

Send a check with a Scudder investment slip, or with a letter of
instruction including your 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 Telephone

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

* By Automatic Investment Plan ($50 minimum)

You may arrange to make investments on a regular basis through
automatic deductions from your bank checking account. Please call
1-800-225-5163 for more information and an enrollment form.

Exchanges and redemptions

Exchanging shares

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

* By Tele phone

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

There is a 2% fee payable to the Fund for exchanges of shares held less
than one year.
* By Mail or Fax

Print or type your instructions and 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
phone number.

Send your instructions

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

The Scudder Funds The Scudder Funds 1-800-821-6234
P.O. Box 2291 1099 Hingham Street
Boston, MA Rockland, MA
02107-2291 02370-1052

Redeeming shares

* By Tele phone

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

There is a 2% fee payable to the Fund for redemption of shares held less
than one year.
* By Mail or Fax

Send your instructions for redemption to 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
phone number.

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

* By Automatic Withdrawal Plan

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

Additional information about policies and investments
(cont'd)

(Continued from page 11)

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

Strategic Transactions and derivatives . Strategic Transactions,
including derivative contracts , have risks associated with them
including possible default by the other party to the transaction,
illiquidity and, to the extent the Adviser's view as to certain market
movements is incorrect, the risk that the use of such Strategic
Transactions could result in losses greater than if they had not been used.
Use of put and call options may result in losses to the Fund, force the
sale or purchase of portfolio securities at inopportune times or for prices
higher than (in the case of put options) or lower than (in the case of call
options) current market values, limit the amount of appreciation the Fund
can realize on its investments or cause the Fund to hold a security it
might otherwise sell. The use of 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

Dividends and capital gains distributions

The Fund intends to distribute any dividends from its net investment income
and any net realized capital gains after utilization of capital loss
carryforwards, if any, in December. An additional distribution may be made
within three months of the Fund's fiscal year end, if necessary. Any
dividends or capital gains distributions declared in October, November or
December with a record date in such a month and paid during 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. Distributions are not subject
to the 2% redemption fee, whether paid in cash or reinvested. If the
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 distributions are taxable as ordinary income.

Shareholders may be able to claim a credit or deduction on their income tax
returns for their pro rata portion of qualified taxes paid by the Fund to
foreign countries.

The Fund sends detailed tax information about the amount and type of its
distributions to its 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, and the life of the
Fund as of a stated ending date. "Cumulative total return" represents the
cumulative change in value of an investment in the Fund for various
periods. 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 Latin America Fund is a non-diversified series of Scudder
International Fund, Inc. (the "Corporation"), an open-end, management
investment company registered under the 1940 Act. The Corporation was
organized as a Maryland corporation in July 1975.

The Fund's activities are supervised by the Corporation's Board of
Directors. Shareholders have one vote for each share held on matters on
which they are entitled to vote. The Fund is not required to and has no
current intention of holding annual shareholder meetings, although special
meetings may be called for purposes such as electing or removing Directors,
changing fundamental investment policies or approving an investment
advisory contract. Shareholders will be assisted in communicating with
other shareholders in connection with removing a Director 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
Directors. The Directors have overall responsibility for the management of
the Fund under Maryland law.

The Fund pays the Adviser an annual fee of 1.25% of the Fund's average
daily net assets. The fee is payable monthly, provided that the Fund will
make such interim payments as may be requested by the Adviser not to exceed
75% of the amount of the fee then accrued on the books of the Fund and
unpaid. The fee is higher than that charged by many funds which invest
primarily in U.S. securities but not necessarily higher than the fees
charged to funds with investment objectives similar to that of the Fund.

The Investment Management Agreement provides that if the Fund's expenses,
exclusive of taxes, interest, and extraordinary expenses, exceed specified
limits, such excess, up to the amount of the management fee, will be paid
by the Adviser. For the fiscal year ended October 31, 1994, the Adviser did
not impose a portion of its management fee, maintaining the annualized
expenses for the Fund at 2.01% and, accordingly, received an investment
management fee of 1.21% of the Fund's daily net assets.

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 wholly-owned subsidiary of the Adviser, is the transfer,
shareholder servicing and dividend-paying agent for the Fund.

Underwriter

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

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, which may take up to seven business days. 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. You must include with your payment the order number given
at the time the order is placed. A confirmation with complete purchase
information is sent shortly after your order is received. If payment by
check or wire is not received within seven business days, the order will be
cancel ed and the shareholder will be responsible for any loss to the
Fund resulting from this cancellation. Telephone orders are not available
for shares held in Scudder IRA accounts and most other Scudder retirement
plan accounts.

Exchanging and redeeming shares

Upon the redemption or exchange of shares held less than a year, a fee of
2% of the lower of the cost or the current net asset value of the shares
will be assessed and retained by the Fund for the benefit of the remaining
shareholders. This fee is intended to encourage long-term investment in the
Fund, to avoid transaction and other expenses caused by early redemptions,
and to facilitate portfolio management. The fee is not a deferred sales
charge, is not a commission paid to the Adviser or its subsidiaries, and
does not benefit the Adviser in any way. The fee applies to redemptions
from the Fund and exchanges to other Scudder funds, but not to dividend or
capital gains distributions which have been automatically reinvested in the
Fund. The fee is applied to the shares being redeemed or exchanged in the
order in which they were purchased. See "Exchanges and Redemptions" in the
Fund's combined Statement of Additional Information for a more
detailed description of the redemption fee.

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

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

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

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

Redemption proceeds will be wired to your bank unless otherwise requested.
If your bank cannot receive federal reserve wires, redemption
proceeds will be mailed to your bank. There will be a $5 charge for
all wire redemptions. You can also make redemptions from your Scudder fund
account on SAIL, 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.

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

Telephone transactions

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

Share price

Purchases and redemptions, including exchanges, are made at net asset
value. There is a 2% fee payable to the Fund for exchanges or redemptions
of shares held less than one year. The Fund's custodian, Brown Brothers
Harriman & Co., 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 Service Corporation 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 days (or
longer in the case of shares recently purchased by check).

Short-term trading

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

Tax information

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

Tax identification number

Be sure to complete the Tax Identification Number section of the Fund's
application when you open an account. Federal tax law requires the Fund to
withhold 31% of taxable dividends, capital gains distributions and
redemption and exchange proceeds from accounts (other than those of certain
exempt payees) without a certified Social Security or tax identification
number and certain other certified information or upon notification from
the IRS or a broker that withholding is required. The Fund reserves the
right to reject new account applications without a certified Social
Security or tax identification number. The Fund also reserves the right,
following 30 days' notice, to redeem all shares in accounts without a
certified Social Security or tax identification number. A shareholder may
avoid involuntary redemption by providing the Fund with a tax
identification number during the 30-day notice period. Redemptions for
failure to provide a tax identification number are not subject to the 2%
redemption fee.

Minimum balances

Shareholders should maintain a share balance worth at least $1,000, which
amount may be changed by the Board of Directors. 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 Corporation has elected, however, to be governed by Rule 18f-1
under the 1940 Act, as a result of which the Fund is obligated to redeem
shares, with respect to any one shareholder during any 90-day period,
solely in cash up to the lesser of $250,000 or 1% of the net asset value of
the Fund at the beginning of the period.

Shareholder benefits

Experienced professional management

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

A team approach to investing

Scudder Latin America 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 Edmund B. Games, Jr. has set the Fund's
investment strategy and overseen its daily operation since the Fund was
introduced in 1992. Mr. Games joined Scudder's equity research area in 1960
and has focused on Latin American stocks since 1988. Joyce E. Cornell,
Portfolio Manager, has focused on stock selection since 1993. Ms.
Cornell, who has seven years of investment experience as a research
analyst, joined Scudder in 1991. William F. Truscott, Portfolio Manager,
contributes expertise on the Fund's Latin American investments, a
role he has filled since the Fund commenced operations. Mr. Truscott joined
Scudder in 1992 and has 11 years of experience in the financial
industry, including seven years specifically focused on Latin American
investments.

SAIL(tm)_Scudder Automated Information Line

For touchtone access to account information, prices and yields, or to
perform transactions in existing Scudder fund accounts, shareholders can
call Scudder's Automated Information Line (SAIL) at 1-800-343-2890. 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, tax
free and growth 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.

* 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.

* 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.

* 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.

* 403(b) Plans. Retirement plans for tax-exempt organizations and school
systems to which employers and employees may both contribute.

* 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.

* 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.

Directors and Officers

Edmond D. Villani*
Chairman of the Board and Director

Nicholas Bratt*
President and Director

Paul Bancroft III
Director; Venture Capitalist and Consultant

Thomas J. Devine
Director; Consultant

William H. Gleysteen, Jr.
Director; President, The Japan Society, Inc.

William H. Luers
Director; President, The Metropolitan Museum of Art

Wilson Nolen
Director; Consultant

Juris Padegs*
Director, Vice President and Assistant Secretary

Daniel Pierce*
Director

Gordon Shillinglaw
Director; Professor Emeritus of Accounting, Columbia University
Graduate School of Business

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

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

Carol L. Franklin*
Vice President

Edmund B. Games, Jr. *
Vice President

Jerard K. Hartman*
Vice President

William E. Holzer*
Vice President

Thomas W. Joseph*
Vice President

William F. Truscott*
Vice President

Thomas F. McDonough*
Vice President and Secretary

Pamela A. McGrath*
Vice President and Treasurer

David S. Lee*
Vice President and Assistant Treasurer

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

Kathryn L. Quirk*
Vice President and Assistant Secretary

Richard W. Desmond*
Assistant Secretary

Coleen Downs Dinneen*
Assistant Secretary

* Scudder, Stevens & Clark, Inc.

Investment products and services

The Scudder Family of Funds

Money market
Scudder Cash Investment Trust
Scudder U.S. Treasury Money Fund
Tax free money market+
Scudder Tax Free Money Fund
Scudder California Tax Free Money Fund*
Scudder New York Tax Free Money Fund*
Tax free+
Scudder California Tax Free Fund*
Scudder High Yield Tax Free Fund
Scudder Limited Term Tax Free Fund
Scudder Managed Municipal Bonds
Scudder Massachusetts Limited Term Tax Free Fund*
Scudder Massachusetts Tax Free Fund*
Scudder Medium Term Tax Free Fund
Scudder New York Tax Free Fund*
Scudder Ohio Tax Free Fund*
Scudder Pennsylvania Tax Free Fund*
Growth and Income
Scudder Balanced Fund
Scudder Growth and Income Fund
Income
Scudder Emerging Markets Income Fund
Scudder GNMA Fund
Scudder Income Fund
Scudder International Bond Fund
Scudder Short Term Bond Fund
Scudder Short Term Global Income Fund
Scudder Zero Coupon 2000 Fund
Growth
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 Value Fund
The Japan Fund

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

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

Institutional Cash Management
Scudder Institutional Fund, Inc.
Scudder Fund, Inc.
Scudder Treasurers Trust(tm)++

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

How to contact Scudder

Account Service and Information:

For existing account service and transactions

Scudder Service Corporation
1-800-225-5163

For account updates, prices, yields, exchanges and redemptions

Scudder Automated Information Line (SAIL)
1-800-343-2890

Investment Information:

To receive information about the Scudder funds, for additional
applications and prospectuses, or for investment questions

Scudder Investor Information
1-800-225-2470

For establishing Keogh, 401(k) and 403(b) plans

Scudder Group Retirement Services
1-800-323-6105

Please address all correspondence to:

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

Or Stop by a Scudder Funds Center:

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

Boca Raton
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 Information 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.
<PAGE>

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

Contents_see page 4.

Scudder
Pacific Opportunities
Fund

Prospectus
March 1, 1995

A pure no-load(tm) (no sales charges) mutual fund which seeks long-term
growth of capital through investment primarily in the equity securities of
Pacific Basin companies, excluding Japan.

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 Pacific Opportunities 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 load) NONE
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 distributed its net investment income, expressed as a
percentage of the Fund's average daily net assets for the fiscal year
ended October 31, 1994 .

Investment management fee 1.10%
12b-1 fees NONE
Other expenses 0.71%
-------
Total Fund operating expenses 1.81%
=======

Example

1 Year 3 Years 5 Years 10 Years
$18 $57 $98 $213

* 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."

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 October 31, 1994 ,
and may be obtained without charge by writing or calling Scudder Investor
Services, Inc.

FOR THE PERIOD
YEAR DECEMBER 8, 1992
ENDED (COMMENCEMENT
OCTOBER 31, OF OPERATIONS) TO
1994 OCTOBER 31, 1993
----------- -----------------
<S> <C> <C>
Net asset value, beginning of period . . . . . . . . . . . . . . . . . $16.21 $12.00
------ ------
Income from investment operations:
Net investment income (a) . . . . . . . . . . . . . . . . . . . . . . .04 .04
Net realized and unrealized gain on investment transactions . . . . . 1.41 4.17
------ ------
Total from investment operations . . . . . . . . . . . . . . . . . . . 1.45 4.21
------ ------
Less distributions from:
Net investment income . . . . . . . . . . . . . . . . . . . . . . . . (.08) --
Net realized gains on investment transactions . . . . . . . . . . . . (.01) --
------ ------
Total distributions . . . . . . . . . . . . . . . . . . . . . . . . . . (.09) --
------ ------
Net asset value, end of period . . . . . . . . . . . . . . . . . . . . $17.57 $16.21
====== ======
TOTAL RETURN (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.97 35.08**
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period ($ millions) . . . . . . . . . . . . . . . . 499 270
Ratio of operating expenses, net to average daily net assets (%) (a) . 1.81 1.75*
Ratio of net investment income to average daily net assets (%) . . . . .28 1.41*
Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . 38.5 9.9*
<FN>
(a) Reflects a per share amount of management fee and other fees
not imposed by the Adviser of . . . . . . . . . . . . . . . . . -- .03
Operating expense ratio including expenses reimbursed, management
fee and other expenses not imposed (%) . . . . . . . . . . . . . -- 2.90*
* Annualized
** Not annualized

</TABLE>

A message from Scudder's chairman

/s/Daniel Pierce

Scudder Pacific Opportunities Fund

Investment objective

* long-term growth of capital through investment primarily in the equity
securities of Pacific Basin companies, excluding Japan

Investment characteristics

* convenient, low-cost access to investment opportunities in the Pacific
Basin

* participation in a professionally managed portfolio of securities in a
region of the world that few investors have the time, resources or
experience to research

* increased international diversification

* daily liquidity at net asset value

* above-average investment risk

Contents

Investment objective and policies 5
Why invest in the Fund? 6
International investment experience 7
Additional information about policies and investments 7
Distribution and performance information 10
Fund organization 11
Purchases 12
Exchanges and redemptions 13
Transaction information 14
Shareholder benefits 17
Directors and Officers 20
Investment products and services 21
How to contact Scudder 22

Investment objective and policies

Scudder Pacific Opportunities Fund (the "Fund"), a non-diversified
series of Scudder International Fund, Inc., seeks long-term growth of
capital through investment primarily in the equity securities of Pacific
Basin companies, excluding Japan. The Fund's investment program focuses on
the smaller, emerging markets in this region of the world. The Fund is
appropriate for no-load investors seeking to benefit from economic growth
in the Pacific Basin, but who do not want direct exposure to the Japanese
market. An investment in the Fund entails above-average investment risk.

Investments

The Fund invests, under normal market conditions, at least 65% of its
assets in the equity securities of Pacific Basin companies. Pacific Basin
countries include Australia, the Peoples Republic of China, India,
Indonesia, Malaysia, New Zealand, the Philippines, Sri Lanka, Pakistan and
Thailand, as well as Hong Kong, Singapore, South Korea and Taiwan_the
so-called "four tigers." The Fund may invest in other countries in the
Pacific Basin when their markets become sufficiently developed. The Fund
will not, however, invest in Japanese securities. The Fund intends to
allocate investments among at least three countries at all times and does
not expect to concentrate investments in any particular industry.

The Fund defines securities of Pacific Basin companies as follows:

* Securities of companies organized under the laws of a Pacific Basin
country or for which the principal securities trading market is in the
Pacific Basin; or

* Securities of companies, wherever organized, when at least 50% of a
company's non-current assets, capitalization, gross revenue or profit
in any one of the two most recent fiscal years represents (directly or
indirectly through subsidiaries) assets or activities located in the
Pacific Basin.

The Fund's equity investments are common stock, preferred stock (either
convertible or non-convertible), depositary receipts and warrants. These
may be restricted securities. Equity securities may also be purchased
through rights. Securities may be listed on securities exchanges, traded
over-the-counter or have no organized market.

The Fund may invest up to 35% of its total assets in foreign and domestic
debt securities if the Fund's investment adviser, Scudder, Stevens & Clark,
Inc. (the "Adviser") determines that the capital appreciation of debt
securities is likely to equal or exceed the capital appreciation of equity
securities. The Fund may purchase bonds rated Aaa, Aa or A by Moody's
Investors Service, Inc. ("Moody's"), or AAA, AA or A by Standard & Poor's
("S&P") or, if unrated, of equivalent quality as determined by the
Adviser. Should the rating of a security in the Fund's portfolio be
downgraded, the Adviser will determine whether it is in the best interest
of the Fund to retain or dispose of such security.

Under normal market conditions, the Fund may invest up to 35% of its assets
in equity securities of U.S. and other non-Pacific Basin issuers (excluding
Japan). In evaluating non-Pacific Basin investments, the Adviser seeks
investments where an issuer's Pacific Basin business activities and the
impact of developments in the Pacific Basin may have a positive effect on
the issuer's business results. The Fund may also purchase shares of
closed-end investment companies that invest primarily in the Pacific Basin.
In addition, the Fund may engage in strategic
transactions . For temporary defensive purposes and to maintain
liquidity, the Fund may hold without limit debt instruments as well as cash
and cash equivalents, including foreign and domestic money market
instruments, short-term government and corporate obligations, and
repurchase agreements. More information about investment techniques is
provided under "Additional information about policies and investments."

Investment strategy

The Adviser seeks to identify companies with favorable potential for
appreciation through growing earnings or market recognition over time.
While these companies may be among the largest in their local markets, they
may be small by the standards of U.S. market capitalization.

The Adviser evaluates investments for the Fund from both a macroeconomic
and a microeconomic perspective, using extensive field research.
Macroeconomic research includes a study of the economic fundamentals of
each country and an examination of regional themes such as growing trade,
increases in direct foreign investment and deregulation of capital markets.
Understanding regional themes allows the Adviser to identify the industries
and sectors most likely to benefit from the political, social and economic
changes taking place across the Pacific Basin. Microeconomic analysis
identifies individual companies with exceptional business prospects, which
may be due to market dominance, unique franchises, high growth potential,
or innovative services, products or technologies.

Why invest in the Fund?

The Fund is designed for investors wishing to participate in the investment
opportunities afforded by the smaller, emerging markets in the Pacific
Basin. The Adviser believes that the economies of the Pacific Basin will
continue to have among the world's fastest rates of economic growth over
the next decade. These economies are generally characterized by large,
hard-working labor pools, a well-educated and growing middle class and high
savings rates. They are benefiting from rapid growth of intra-regional
trade, one of the most important economic developments in this part of the
world in recent years, and a high level of infrastructure development. Many
companies in the Pacific Basin are experiencing rising productivity and
profit growth due to increased focus on higher value added, more profitable
product lines and enhanced capital investment in technology. In addition,
governments are opening capital markets to foreign investors region-wide.
This combination of factors is attracting foreign capital to the region and
fueling growth that is presently more rapid than that of Japan, the U.S.
and other more developed countries. As a result, the stock markets in many
of these countries have, in recent years, outperformed our own.

The Fund involves above-average risk. It is designed as a long-term
investment and not for short-term trading purposes, and should not be
considered a complete investment program. However, movements in the Fund's
share price may have a low correlation with movements in the U.S. markets,
so adding shares of the Fund to an investor's portfolio may increase the
investor's portfolio diversification, and moderate overall portfolio risk.

Investing directly in foreign securities is usually impractical for
individual investors. Investors frequently find it difficult to arrange
purchases and sales, obtain current market, industry or corporate
information, hold securities for safekeeping and convert profits from
foreign currencies to U.S. dollars. The Fund manages these tasks for the
investor. The Adviser has had long experience in dealing in foreign markets
and believes the Fund affords a convenient and cost-effective method of
investing in the more dynamic, developing countries in the Pacific Basin
region. See "Additional information about policies and investments_Risk
factors."

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.

International investment experience

The Adviser, a leader in international investment management, has been
investing in the Pacific Basin for over 35 years and, as of December 31,
1994, was responsible for managing more than $--- billion of
non-U.S. securities, including approximately $--- billion invested
in Pacific Basin equity and debt securities. The Adviser manages a number
of offshore and U.S. investment companies that invest in all or select
regions of the Pacific Basin, including two closed-end funds that trade on
the New York Stock Exchange: Scudder New Asia Fund, Inc. and The Korea
Fund, Inc. The Adviser also manages The Japan Fund, Inc., an open-end
investment company investing primarily in securities of Japanese companies.

Additional information about policies and investments

Investment restrictions

The Fund has adopted certain fundamental policies which may not be changed
without a vote of shareholders and which are designed to reduce the Fund's
investment risk. The Fund may not borrow money except as a temporary
measure for extraordinary or emergency purposes and may not make loans
except through the lending of portfolio securities, the purchase of debt
securities or through repurchase agreements. The Fund may not invest
more than 25% of its total assets in securities of companies in the same
industry.

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

When-issued securities

Convertible securities

Repurchase agreements

Strategic Transactions and derivatives

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.

Risk factors

Investing in the Pacific Basin. The Fund is susceptible to political and
economic factors affecting issuers in Pacific Basin countries. Although the
Fund will not invest in Japanese companies, some Pacific Basin economies
are directly affected by Japanese capital investment in the region and by
Japanese consumer demands. Many of the countries of the Pacific Basin are
developing both economically and politically. Pacific Basin countries may
have relatively unstable governments, economies based on only a few
commodities or industries, and securities markets trading infrequently or
in low volumes. Some Pacific Basin countries restrict the extent to which
foreigners may invest in their securities markets. Securities of issuers
located in some Pacific Basin countries tend to have volatile prices and
may offer significant potential for loss as well as gain. Further, certain
companies in the Pacific Basin may not have firmly established product
markets, may lack depth of management, or may be more vulnerable to
political or economic developments such as nationalization of their own
industries.

Foreign securities. Investments in foreign securities involve special
considerations due to more limited information, higher brokerage costs,
different accounting standards, thinner trading markets and the likely
impact of foreign taxes on the income and gains from securities. They may
also entail certain other risks, such as the possibility of one or more of
the following: imposition of dividend or interest withholding or
confiscatory taxes; currency blockages or transfer restrictions;
expropriation, nationalization, military coups or other adverse political
or economic developments; less government supervision and regulation of
securities exchanges, brokers and listed companies; and the difficulty of
enforcing obligations in other countries. 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.
Further, it may be more difficult for the Fund's agents to keep currently
informed about corporate actions which may affect the prices of portfolio
securities. Communications between the U.S. and foreign countries may be
less reliable than within the U.S., thus increasing the risk of delayed
settlements of portfolio transactions or loss of certificates for portfolio
securities. Certain markets may require payment for securities before
delivery. The Fund's ability and decisions to purchase and sell portfolio
securities may be affected by laws or regulations relating to the
convertibility of currencies and repatriation of assets.

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
with respect to the seller of the security under a repurchase agreement,
the Fund may encounter delay and incur costs before being able to sell the
security. Also, if a seller defaults, the value of such securities may
decline before the Fund is able to dispose of them.

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

Dividends and capital gains distributions

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

Shareholders may be able to claim a credit or deduction on their income tax
returns for their pro rata portion of qualified taxes paid by the Fund to
foreign countries.

The Fund sends detailed tax information about the amount and type of its
distributions to its 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, and the life of the Fund as of a stated ending
date. "Cumulative total return" represents the cumulative change in value
of an investment in the Fund for various periods. Total return calculations
assume that all dividends and capital gains distributions during the period
were reinvested in additional 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 Pacific Opportunities Fund is a non-diversified series of Scudder
International Fund, Inc. (the "Corporation"), an open-end, management
investment company registered under the 1940 Act. The Corporation was
organized as a Maryland corporation in July 1975.

Investment adviser

The Fund pays the Adviser an annual fee of 1.10% of the Fund's average
daily net assets. The fee is payable monthly, provided that the Fund will
make such interim payments as may be requested by the Adviser not to exceed
75% of the amount of the fee then accrued on the books of the Fund and
unpaid. The fee is higher than that charged by many funds which invest
primarily in U.S. securities but not necessarily higher than the fees
charged to funds with investment objectives similar to that of the Fund.

For the fiscal year ended October 31, 1994, the Adviser received an
investment management fee of 1.10% of the Fund's daily net assets.

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

(Continued on page 14)

Purchases

Opening an account

Minimum initial investment: $1,000; IRAs $500

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

Make checks payable to "The Scudder Funds."

* By Mail

Send your completed and signed application and check

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

The Scudder Funds The Scudder Funds
P.O. Box 2291 1099 Hingham Street
Boston, MA Rockland, MA
02107-2291 02370-1052

* 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 additional shares

Minimum additional investment: $100; IRAs $50

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

Make checks payable to "The Scudder Funds."

* By Mail

Send a check with a Scudder investment slip, or with a letter of
instruction including your 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 Telephone

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

* By Automatic Investment Plan ($50 minimum)

You may arrange to make investments on a regular basis through
automatic deductions from your bank checking account. Please call
1-800-225-5163 for more information and an enrollment form.

Exchanges and redemptions

Exchanging shares

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

* By Tele phone

To speak with a service representative, 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 or Fax

Print or type your instructions and include:

Send your instructions

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

The Scudder Funds The Scudder Funds 1-800-821-6234
P.O. Box 2291 1099 Hingham Street
Boston, MA Rockland, MA
02107-2291 02370-1052

Redeeming shares

* By Tele phone

* By Mail or Fax

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

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

* By Automatic Withdrawal Plan

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

(Continued from page 11)

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 wholly-owned subsidiary of the Adviser, is the transfer,
shareholder servicing and dividend-paying agent for the Fund.

Underwriter

Transaction information

Purchasing shares

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

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.

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

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.

Telephone transactions

Share price

Purchases and redemptions, including exchanges, are made at net asset
value. The Fund's custodian, Brown Brothers Harriman & Co., 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

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 Service Corporation by calling 1-800-225-5163.

Short-term trading

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

Minimum balances

Third party transactions

Redemption-in-kind

Shareholder benefits

Experienced professional management

A team approach to investing

Scudder Pacific Opportunities 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 Elizabeth J. Allan assumed responsibility for
the Fund's day-to-day management and investment strategies in February
1994. Ms. Allan joined Scudder in 1987 as a member of the portfolio
management team of a Scudder closed-end mutual fund concentrating its
investments in Asia. Nicholas Bratt, Portfolio Manager, has been a member
of the Fund's team since 1992 and has over 20 years of experience in
global investing. Joyce E. Cornell, Portfolio Manager since 1993, has
focused on stock selection, a role she has played since the Fund's
introduction in 1992. Ms. Cornell, who has seven years of investment
experience as a research analyst, joined Scudder in 1991 in this capacity.
Eileen O. Gerspach, Portfolio Manager, helps set the Fund's general
investment strategies. Ms. Gerspach, who joined the team in March 1995, has
worked in the investment industry since 1984 and has eight years of
experience as a portfolio manager.

SAIL(tm)_Scudder Automated Information Line

Investment flexibility

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

Shareholder reports

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

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

T.D.D. service for the hearing impaired

Scudder tax-advantaged retirement plans

* 403(b) Plans. Retirement plans for tax-exempt organizations and school
systems to which employers and employees may both contribute.

* 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.

* 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.

Directors and Officers

Edmond D. Villani*
Chairman of the Board and Director

Nicholas Bratt*
President and Director

Paul Bancroft III
Director; Venture Capitalist and Consultant

Thomas J. Devine
Director; Consultant

William H. Gleysteen, Jr.
Director; President, The Japan Society, Inc.

William H. Luers
Director; President, The Metropolitan Museum of Art

Wilson Nolen
Director; Consultant

Juris Padegs*
Director, Vice President and Assistant Secretary

Daniel Pierce*
Director

Gordon Shillinglaw
Director; Professor Emeritus of Accounting, Columbia University
Graduate School of Business

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

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

Carol L. Franklin*
Vice President

Edmund B. Games , Jr.*
Vice President

Jerard K. Hartman*
Vice President

William E. Holzer*
Vice President

Thomas W. Joseph*
Vice President

William F. Truscott*
Vice President

Thomas F. McDonough*
Vice President and Secretary

Pamela A. McGrath*
Vice President and Treasurer

David S. Lee*
Vice President and Assistant Treasurer

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

Kathryn L. Quirk*
Vice President and Assistant Secretary

Richard W. Desmond*
Assistant Secretary

Coleen Downs Dinneen*
Assistant Secretary

* Scudder, Stevens & Clark, Inc.

Investment products and services

The Scudder Family of Funds

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

Institutional Cash Management
Scudder Institutional Fund, Inc.
Scudder Fund, Inc.
Scudder Treasurers Trust(tm)++

How to contact Scudder

Account Service and Information:

For existing account service and transactions

Scudder Service Corporation
1-800-225-5163

For account updates, prices, yields, exchanges and redemptions

Scudder Automated Information Line (SAIL)
1-800-343-2890

Investment Information:

To receive information about the Scudder funds, for additional
applications and prospectuses, or for investment questions

Scudder Investor Information
1-800-225-2470

For establishing Keogh, 401(k) and 403(b) plans

Scudder Group Retirement Services
1-800-323-6105

Please address all correspondence to:

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

Or Stop by a Scudder Funds Center:

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

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

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 Information 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.

<PAGE>

SCUDDER LATIN AMERICA FUND

A Pure No-Load(tm) (No Sales Charges) Mutual Fund Seeking
Long-Term Capital Appreciation Through Investment
Primarily in the Securities of
Latin American Issuers

and

SCUDDER PACIFIC OPPORTUNITIES FUND

A Pure No-Load(tm) (No Sales Charges) Mutual Fund Seeking
Long-Term Growth of Capital Through Investment
Primarily in the Equity Securities of
Pacific Basin Companies,
Excluding Japan

STATEMENT OF ADDITIONAL INFORMATION

March 1, 199 5

This combined Statement of Additional Information is not a
prospectus and should be read in conjunction with the prospectuses of
Scudder Latin America Fund and Scudder Pacific Opportunities Fund dated
March 1, 1995 , as amended from time to time, a copy of which may be
obtained without charge by writing to Scudder Investor Services, Inc.,
Two International Place , Boston, Massachusetts 02110- 4103 .

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
THE FUNDS' INVESTMENT OBJECTIVES AND POLICIES 1
General Investment Objective and Policies of Scudder Latin 1
America Fund
Special Considerations 3
General Investment Objective and Policies of Scudder Pacific 4
Opportunities Fund
Special Considerations 5
Investing in Foreign Securities 6
Specialized Investment Techniques 6
Investment Restrictions 18
PURCHASES 21
Additional Information About Opening An Account 21
Additional Information About Making Subsequent Investments 21
Checks 21
Wire Transfer of Federal Funds 22
Share Price 22
Share Certificates 22
Other Information 22
EXCHANGES AND REDEMPTIONS 22
Exchanges 22
Special Redemption and Exchange Information for Latin 23
America Fund
Redemption by Telephone 24
Redemption by Mail or Fax 25
Redemption-in-Kind 25
Other Information 25
FEATURES AND SERVICES OFFERED BY THE FUNDS 26
The Pure No-Load(tm) Concept 26
Distribution Plan s 27
Scudder Funds Centers 27
Reports to Shareholders 27
Transaction Summaries 28
THE SCUDDER FAMILY OF FUNDS 28
SPECIAL PLAN ACCOUNTS 31
Scudder Retirement Plans: Profit-Sharing and Money Purchase 31
Pension Plans for Corporations and Self-Employed Individual
Scudder 401(k): Cash or Deferred Profit-Sharing Plan for 32
Corporations and Self-Employed Individuals
Scudder IRA: Individual Retirement Account 32
Scudder 403(b) Plan 33
Automatic Withdrawal Plan 33
Group or Salary Deduction Plan 33
Automatic Investment Plan 34
Uniform Transfers/Gifts to Minors Act 34
Scudder Trust Company 34
DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS 34
PERFORMANCE INFORMATION 35
Average Annual Total Return 35
Cumulative Total Return 36
Total Return 36
Capital Change 36
Comparison of Fund Performance 37
ORGANIZATION OF THE FUND S 41
INVESTMENT ADVISER 42
DIRECTORS AND OFFICERS 45
REMUNERATION 47
DISTRIBUTOR 49
TAXES 49
PORTFOLIO TRANSACTIONS 53
Brokerage Commissions 53
Portfolio Turnover 54
NET ASSET VALUE 55
ADDITIONAL INFORMATION 56
Experts 56
Other Information 56
FINANCIAL STATEMENTS 56
Scudder Latin America Fund 56
Scudder Pacific Opportunities Fund 57
APPENDIX
</TABLE>

THE FUNDS' INVESTMENT OBJECTIVES AND POLICIES

(See "Investment objective and policies" in the Funds' prospectuses.)

Scudder Latin America Fund and Scudder Pacific Opportunities Fund
(each a "Fund," collectively, the "Funds"), are each series of Scudder
International Fund, Inc. (the "Corporation"), a pure no-load(tm), non-
diversified, open-end management investment company which continuously
offers and redeems its shares at net asset value. They are companies of
the type commonly known as mutual funds.

General Investment Objective and Policies of Scudder Latin America
Fund

Scudder Latin America Fund's ("Latin America Fund")
investment objective is to seek long-term capital appreciation through
investment primarily in the securities of Latin American issuers.

Except as otherwise indicated, the Fund's investment objective and
policies are not fundamental and may be changed without a shareholder vote.
There can be no assurance that the Fund will achieve its objective.

The Fund seeks to benefit from economic and political trends emerging
throughout Latin America. These trends are supported by governmental
initiatives designed to promote freer trade and market-oriented economies.
The Fund's investment adviser, Scudder, Stevens & Clark, Inc. (the
"Adviser"), believes that efforts by Latin American countries to, among
other things, reduce government spending and deficits, control inflation,
lower trade barriers, stabilize currency exchange rates, increase foreign
and domestic investment, and privatize state-owned companies, will set the
stage for attractive investment returns over time.

At least 65% of the Fund's total assets will be invested in the
securities of Latin American issuers, and 50% of the Fund's total assets
will be invested in Latin American equity securities. To meet its
objective to provide long-term capital appreciation, the Fund normally
invests 65% of its total assets in equity securities. For purposes of this
Statement of Additional Information, Latin America is defined as Mexico,
Central America, South America, and the Spanish-speaking islands of the
Caribbean. The Fund defines securities of Latin American issuers as
follows:

* Securities of companies organized under the laws of a Latin American
country or for which the principal securities trading market is in
Latin America;

* Securities issued or guaranteed by the government of a country in
Latin America, its agencies or instrumentalities, political
subdivisions or the central bank of such a country;

* Securities of Latin American issuers, as defined herein, in the form
of depositary shares.

Although the Fund may participate in markets throughout Latin America,
under present conditions the Fund expects to focus its investments in
Argentina, Brazil, Chile, Mexico, and Venezuela. In the opinion of the
Adviser, these five countries offer the most developed capital markets in
Latin America. The Fund may invest in other countries in Latin America
when the Adviser deems it appropriate. The securities may be listed on
securities exchanges, traded over-the-counter, or have no organized market.
The Fund's equity investments are common stock, preferred stock (either
convertible or non-convertible), depositary receipts and warrants. These
may be restricted securities and/or securities purchased through rights.

The Fund may invest up to 35% of its total assets in the equity
securities of U.S. and other non-Latin American issuers. In evaluating non-
Latin American investments, the Adviser seeks investments where an issuer's
Latin American business activities and the impact of developments in Latin
America may have a positive effect on the issuer's business results. The
Fund's assets may be invested in debt securities when management
anticipates that the potential for capital appreciation is likely to equal
or exceed that of equity securities. Capital appreciation in debt
securities may arise from a favorable change in relative foreign exchange
rates, in relative interest rate levels, or in the creditworthiness of
issuers. Receipt of income from such debt securities is incidental to the
Fund's objective of long-term capital appreciation. Most debt securities in
which the Fund will invest are not rated; when rated, it is expected that
such ratings will generally be below investment grade.

The Fund intends to spread its holdings of Latin American securities
of private issuers across a number of industries. In selecting companies
for investment, consideration will be given to industry trends, a company's
financial position, its competitive position in domestic and export
markets, technology, recent developments and profitability, together with
overall growth prospects. Other considerations generally include quality
and depth of management, government regulation, and availability and cost
of labor and raw materials. In determining the location of the principal
activities and interests of a company, the Adviser takes into account such
factors as the location of the company's assets, personnel, sales and
earnings. In selecting securities for the Fund's portfolio, the Adviser
seeks to identify companies whose securities prices do not adequately
reflect their established positions in their fields. In analyzing
companies for investment, the Adviser ordinarily looks for one or more of
the following characteristics: above-average earnings growth per share,
high return on invested capital, healthy balance sheets and overall
financial strength, strong competitive advantages, strength of management
and general operating characteristics which will enable the companies to
compete successfully in the marketplace. Investment decisions are made
without regard to arbitrary criteria as to minimum asset size, debt-equity
ratios or dividend history of portfolio companies.

The percentage allocation between equity and debt, and among countries
in Latin America, will vary based on a number of factors: expected rates of
economic and corporate profit growth; past performance and
current/comparative valuations in Latin American capital markets; level and
anticipated direction of interest rates; changes or anticipated changes in
Latin American government policy; and, the condition of the balance of
payments and changes in the terms of trade. The Fund, in seeking
undervalued markets or individual securities, will also consider the effect
of past economic crises or ongoing financial and political uncertainties.
The Fund may also invest, as part of its Latin American holdings, in closed-
end investment companies investing primarily in Latin America. In
addition, the Fund may engage in strategic transactions.

Under exceptional economic or market conditions abroad, the Fund may,
for temporary defensive purposes, until normal conditions return, invest
all or a major portion of its assets in Canadian or U.S. Government
obligations or currencies, or securities of companies incorporated in and
having their principal activities in such countries.

Foreign securities such as those purchased by the Fund may be subject
to foreign government taxes which could reduce the yield on such
securities, although a shareholder of the Fund may, subject to certain
limitations, be entitled to claim a credit or deduction for U.S. federal
income tax purposes for his or her proportionate share of such foreign
taxes paid by the Fund. (See "TAXES.")

From time to time, the Fund may be a purchaser of restricted debt or
equity securities (i.e., securities which may require registration under
the Securities Act of 1933, or an exemption therefrom, in order to be sold
in the ordinary course of business) in a private placement. The Fund has
undertaken not to purchase or acquire any such securities if, solely as a
result of such purchase or acquisition, more than 5% of the value of the
Fund's total assets would be invested in restricted securities (securities
subject to legal or contractual restrictions on resales).

Special Considerations

Investing in Latin America. Investing in securities of Latin American
issuers may entail risks relating to the potential political and economic
instability of certain Latin American countries and the risks of
expropriation, nationalization, confiscation or the imposition of
restrictions on foreign investment and on repatriation of capital invested.
In the event of expropriation, nationalization or other confiscation by any
country, the Fund could lose its entire investment in any such country.

The securities markets of Latin American countries are substantially
smaller, less developed, less liquid and more volatile than the major
securities markets in the U.S. Disclosure and regulatory standards are in
many respects less stringent than U.S. standards. Furthermore, there is a
lower level of monitoring and regulation of the markets and the activities
of investors in such markets.

The limited size of many Latin American securities markets and limited
trading volume in the securities of Latin American issuers compared to
volume of trading in the securities of U.S. issuers could cause prices to
be erratic for reasons apart from factors that affect the soundness and
competitiveness of the securities issuers. For example, limited market size
may cause prices to be unduly influenced by traders who control large
positions. Adverse publicity and investors' perceptions, whether or not
based on in-depth fundamental analysis, may decrease the value and
liquidity of portfolio securities.

The Fund invests in securities denominated in currencies of Latin
American countries. Accordingly, changes in the value of these currencies
against the U.S. dollar will result in corresponding changes in the U.S.
dollar value of the Fund's assets denominated in those currencies.

Some Latin American countries also may have managed currencies, which
are not free floating against the U.S. dollar. In addition, there is risk
that certain Latin American countries may restrict the free conversion of
their currencies into other currencies. Further, certain Latin American
currencies may not be internationally traded. Certain of these currencies
have experienced a steep devaluation relative to the U.S. dollar. Any
devaluations in the currencies in which the Fund's portfolio securities are
denominated may have a detrimental impact on the Fund's net asset value.

The economies of individual Latin American countries may differ
favorably or unfavorably from the U.S. economy in such respects as the rate
of growth of gross domestic product, the rate of inflation, capital
reinvestment, resource self-sufficiency and balance of payments position.
Certain Latin American countries have experienced high levels of inflation
which can have a debilitating effect on an economy. Furthermore, certain
Latin American countries may impose withholding taxes on dividends payable
to the Fund at a higher rate than those imposed by other foreign countries.
This may reduce the Fund's investment income available for distribution to
shareholders.

Certain Latin American countries such as Argentina, Brazil and Mexico
are among the world's largest debtors to commercial banks and foreign
governments. At times, certain Latin American countries have declared
moratoria on the payment of principal and/or interest on outstanding debt.
Investment in sovereign debt can involve a high degree of risk. The
governmental entity that controls the repayment of sovereign debt may not
be able or willing to repay the principal and/or interest when due in
accordance with the terms of such debt. A governmental entity's willingness
or ability to repay principal and interest due in a timely manner may be
affected by, among other factors, its cash flow situation, the extent of
its foreign reserves, the availability of sufficient foreign exchange on
the date a payment is due, the relative size of the debt service burden to
the economy as a whole, the governmental entity's policy towards the
International Monetary Fund, and the political constraints to which a
governmental entity may be subject. Governmental entities may also be
dependent on expected disbursements from foreign governments, multilateral
agencies and others abroad to reduce principal and interest arrearages on
their debt. The commitment on the part of these governments, agencies and
others to make such disbursements may be conditioned on a governmental
entity's implementation of economic reforms and/or economic performance and
the timely service of such debtor's obligations. Failure to implement such
reforms, achieve such levels of economic performance or repay principal or
interest when due may result in the cancellation of such third parties'
commitments to lend funds to the governmental entity, which may further
impair such debtor's ability or willingness to service its debts in a
timely manner. Consequently, governmental entities may default on their
sovereign debt.

Holders of sovereign debt, including the Fund, may be requested to
participate in the rescheduling of such debt and to extend further loans to
governmental entities. There is no bankruptcy proceeding by which defaulted
sovereign debt may be collected in whole or in part.

Latin America is a region rich in natural resources such as oil,
copper, tin, silver, iron ore, forestry, fishing, livestock and
agriculture. The region has a large population (roughly 300 million)
representing a large domestic market. Economic growth was strong in the
1960's and 1970's, but slowed dramatically (and in some instances was
negative) in the 1980's as a result of poor economic policies, higher
international interest rates, and the denial of access to new foreign
capital. Although a number of Latin American countries are currently
experiencing lower rates of inflation and higher rates of real growth in
gross domestic product than they have in the past, other Latin American
countries continue to experience significant problems, including high
inflation rates and high interest rates. Capital flight has proven a
persistent problem and external debt has been forcibly rescheduled.
Political turmoil, high inflation, capital repatriation restrictions, and
nationalization have further exacerbated conditions.

Governments of many Latin American countries have exercised and
continue to exercise substantial influence over many aspects of the private
sector through the ownership or control of many companies, including some
of the largest in those countries. As a result, government actions in the
future could have a significant effect on economic conditions which may
adversely affect prices of certain portfolio securities. Expropriation,
confiscatory taxation, nationalization, political, economic or social
instability or other similar developments, such as military coups, have
occurred in the past and could also adversely affect the Fund's investments
in this region.

Changes in political leadership, the implementation of market oriented
economic policies, such as the North American Free Trade Agreement
("NAFTA"), privatization, trade reform and fiscal and monetary reform
are among the recent steps taken to renew economic growth. External debt
is being restructured and flight capital (domestic capital that has left
home country) has begun to return. Inflation control efforts have also
been implemented. Latin American equity markets can be extremely
volatile and in the past have shown little correlation with the U.S.
market. Currencies are typically weak, but most are now relatively free
floating, and it is not unusual for the currencies to undergo wide
fluctuations in value over short periods of time due to changes in the
market.

The Fund is intended to provide individual and institutional investors
with an opportunity to invest a portion of their assets in a broad range of
securities of Latin American issuers. Management of the Fund believes that
allocation of assets on an international basis decreases the degree to
which events in any one country, including the United States, will affect
an investor's entire investment holdings. In certain periods since World
War II, many leading foreign economies and foreign stock market indices
have grown more rapidly than the United States economy and leading U.S.
stock market indices, although there can be no assurance that this will be
true in the future. Because of the Fund's investment policy, it is not
intended to provide a complete investment program for an investor.

General Investment Objective and Policies of Scudder Pacific
Opportunities Fund

Scudder Pacific Opportunities Fund's ("Pacific Opportunities
Fund") investment objective is to seek long-term growth of capital
through investment primarily in the equity securities of Pacific Basin
companies, excluding Japan.

The Fund invests, under normal market conditions, at least 65% of its
assets in the equity securities of Pacific Basin companies. Pacific Basin
countries include Australia, The Peoples Republic of China, India,
Indonesia, Malaysia, New Zealand, the Philippines, Sri Lanka, Pakistan and
Thailand, as well as Hong Kong, Singapore, South Korea and Taiwan - the so-
called "four tigers." The Fund may invest in other countries of the
Pacific Basin when their markets become sufficiently developed. The Fund
will not, however, invest in Japanese securities. The Fund has no current
intention of investing more than 5% of its assets in the equity securities
of The Peoples Republic of China. The Fund intends to allocate investments
among at least three countries at all times, and does not expect to
concentrate investments in any particular industry.

The Fund will invest in securities that may be listed on securities
exchanges, traded over-the-counter, or have no organized market. The
Fund's equity investments are common stock, preferred stock (either
convertible or non-convertible), depositary receipts and warrants. These
may be restricted securities. Equity securities may also be purchased
through rights.

Under normal market conditions, the Fund may invest up to 35% of its
assets in the equity securities of U.S. and other non-Pacific Basin issuers
(excluding Japan). In evaluating non-Pacific Basin investments, the
Adviser seeks investments where an issuer's Pacific Basin business
activities and the impact of developments in the Pacific Basin may have a
positive effect on the issuer's business results. The Fund may also
purchase debt securities for capital appreciation, invest in closed-end
investment companies, and may engage in strategic transactions. For
temporary defensive purposes and to maintain liquidity, the Fund may hold
without limit debt instruments as well as cash and cash equivalents,
including foreign and domestic money market instruments, short-term
government and corporate obligations and repurchase agreements.

Special Considerations

Investing in the Pacific Basin. Economies of individual Pacific
Basin countries may differ favorably or unfavorably from the U.S. economy
in such respects as growth of gross national product, rate of inflation,
capital reinvestment, resource self-sufficiency, interest rate levels, and
balance of payments position. Of particular importance, most of the
economies in this region of the world are heavily dependent upon exports,
particularly to developed countries, and, accordingly, have been and may
continue to be adversely affected by trade barriers, managed adjustments in
relative currency values, and other protectionist measures imposed or
negotiated by the U.S. and other countries with which they trade. These
economies also have been and may continue to be negatively impacted by
economic conditions in the U.S. and other trading partners, which can lower
the demand for goods produced in the Pacific Basin.

With respect to the Peoples Republic of China and other markets in
which the Fund may participate, there is the possibility of
nationalization, expropriation or confiscatory taxation, political changes,
government regulation, social instability or diplomatic developments that
could adversely impact a Pacific Basin country or the Fund's investment in
that country.

Trading volume on Pacific Basin stock exchanges outside of Japan,
although increasing, is substantially less than in the U.S. stock market.
Further, securities of some Pacific Basin companies are less liquid and
more volatile than securities of comparable U.S. companies. Fixed
commissions on Pacific Basin stock exchanges are generally higher than
negotiated commissions on U.S. exchanges, although the Fund endeavors to
achieve the most favorable net results on its portfolio transactions and
may be able to purchase securities in which the Fund may invest on other
stock exchanges where commissions are negotiable.

Foreign companies, including Pacific Basin companies, are not
generally subject to uniform accounting, auditing and financial reporting
standards, practices and disclosure requirements comparable to those
applicable to U.S. companies. Consequently, there may be less publicly
available information about such companies than about U.S. companies.
Moreover, there is generally less government supervision and regulation of
Pacific Basin stock exchanges, brokers, and listed companies than in the
U.S.

Investing in Foreign Securities

Investors should recognize that investing in foreign securities
involves certain special considerations, including those set forth below,
which are not typically associated with investing in United States
securities and which may favorably or unfavorably affect the Funds'
performance. As foreign companies are not generally subject to uniform
accounting and auditing and financial reporting standards, practices and
requirements comparable to those applicable to domestic companies, there
may be less publicly available information about a foreign company than
about a domestic company. Many foreign stock markets, while growing in
volume of trading activity, have substantially less volume than the New
York Stock Exchange (the "Exchange"), and securities of some foreign
companies are less liquid and more volatile than securities of domestic
companies. Similarly, volume and liquidity in most foreign bond markets
are less than the volume and liquidity in the United States and at times,
volatility of price can be greater than in the United States. Further,
foreign markets have different clearance and settlement procedures and in
certain markets there have been times when settlements have been unable to
keep pace with the volume of securities transactions making it difficult to
conduct such transactions. Delays in settlement could result in temporary
periods when assets of a Fund are uninvested and no return is earned
thereon. The inability of a Fund to make intended security purchases due
to settlement problems could cause that Fund to miss attractive investment
opportunities. Inability to dispose of portfolio securities due to
settlement problems either could result in losses to a Fund due to
subsequent declines in value of the portfolio security or, if a Fund has
entered into a contract to sell the security, could result in possible
liability to the purchaser. Payment for securities without delivery may be
required in certain foreign markets. Fixed commissions on some foreign
stock exchanges are generally higher than negotiated commissions on U.S.
exchanges, although the Funds will endeavor to achieve the most favorable
net results on their portfolio transactions. Further, a Fund may encounter
difficulties or be unable to pursue legal remedies and obtain judgments in
foreign courts. There is generally less government supervision and
regulation of business and industry practices, stock exchanges, brokers and
listed companies than in the United States. It may be more difficult for
the Funds' agents to keep currently informed about corporate actions such
as stock dividends or other matters which may affect the prices of
portfolio securities. Communications between the United States and foreign
countries may be less reliable than within the United States, thus
increasing the risk of delayed settlements of portfolio transactions or
loss of certificates for portfolio securities. In addition, with respect
to certain foreign countries, there is the possibility of nationalization,
expropriation, the imposition of withholding or confiscatory taxes,
political, social, or economic instability, or diplomatic developments
which could affect United States investments in those countries.
Investments in foreign securities may also entail certain risks, such as
possible currency blockages or transfer restrictions, and the difficulty of
enforcing rights in other countries. Moreover, individual foreign
economies may differ favorably or unfavorably from the United States
economy in such respects as growth of gross national product, rate of
inflation, capital reinvestment, resource self-sufficiency and balance of
payments position.

These considerations generally are more of a concern in developing
countries. For example, the possibility of revolution and the dependence
on foreign economic assistance may be greater in these countries than in
developed countries. The management of each Fund seeks to mitigate the
risks associated with these considerations through diversification and
active professional management. Although investments in companies
domiciled in developing countries may be subject to potentially greater
risks than investments in developed countries, neither Fund will invest in
any securities of issuers located in developing countries if the
securities, in the judgment of the Adviser, are speculative.

Specialized Investment Techniques

Foreign Currencies. Because investments in foreign securities usually will
involve currencies of foreign countries, and because each Fund may hold
foreign currencies and forward contracts, futures contracts and options on
futures contracts on foreign currencies, the value of the assets of a Fund
as measured in U.S. dollars may be affected favorably or unfavorably by
changes in foreign currency exchange rates and exchange control
regulations, and a Fund may incur costs in connection with conversions
between various currencies. In particular, many Latin American currencies
have experienced significant devaluation relative to the dollar. Although
each Fund values its assets daily in terms of U.S. dollars, it does not
intend to convert its holdings of foreign currencies into U.S. dollars on a
daily basis. It will do so from time to time, and investors should be
aware of the costs of currency conversion. Although foreign exchange
dealers do not charge a fee for conversion, they do realize a profit based
on the difference (the "spread") between the prices at which they are
buying and selling various currencies. Thus, a dealer may offer to sell a
foreign currency to a Fund at one rate, while offering a lesser rate of
exchange should that Fund desire to resell that currency to the dealer.
Each Fund will conduct its foreign currency exchange transactions either on
a spot (i.e., cash) basis at the spot rate prevailing in the foreign
currency exchange market, or through entering into forward or futures
contracts to purchase or sell foreign currencies.

Depositary Receipts. Each Fund may invest indirectly in securities of
emerging country issuers through sponsored or unsponsored American
Depositary Receipts ("ADRs"), Global Depositary Receipts ("GDRs"),
International Depositary Receipts ("IDRs") and other types of Depositary
Receipts (which, together with ADRs, GDRs and IDRs are hereinafter referred
to as "Depositary Receipts"). Depositary Receipts may not necessarily be
denominated in the same currency as the underlying securities into which
they may be converted. In addition, the issuers of the stock of
unsponsored Depositary Receipts are not obligated to disclose material
information in the United States and, therefore, there may not be a
correlation between such information and the market value of the Depositary
Receipts. ADRs are Depositary Receipts typically issued by a U.S. bank or
trust company which evidence ownership of underlying securities issued by a
foreign corporation. GDRs, IDRs and other types of Depositary Receipts are
typically issued by foreign banks or trust companies, although they also
may be issued by United States banks or trust companies, and evidence
ownership of underlying securities issued by either a foreign or a United
States corporation. Generally, Depositary Receipts in registered form are
designed for use in the United States securities markets and Depositary
Receipts in bearer form are designed for use in securities markets outside
the United States. For purposes of each Fund's investment policies, a
Fund's investments in ADRs, GDRs and other types of Depositary Receipts
will be deemed to be investments in the underlying securities. Depositary
Receipts other than those denominated in U.S. dollars will be subject to
foreign currency exchange rate risk. Certain Depositary Receipts may not
be listed on an exchange and therefore may be illiquid securities.

Loan Participations and Assignments. Latin America Fund may invest
in fixed and floating rate loans ("Loans") arranged through private
negotiations between an issuer of emerging market debt instruments and one
or more financial institutions ("Lenders"). The Fund's investments in Loans
in Latin America are expected in most instances to be in the form of
participations in Loans ("Participations") and assignments of portions of
Loans ("Assignments") from third parties. Participations typically will
result in the Fund having a contractual relationship only with the Lender
and not with the borrower. The Fund will have the right to receive payments
of principal, interest and any fees to which it is entitled only from the
Lender selling the Participation and only upon receipt by the Lender of the
payments from the borrower. In connection with purchasing Participations,
the Fund generally will have no right to enforce compliance by the borrower
with the terms of the loan agreement relating to the Loan, nor any rights
of set-off against the borrower, and the Fund may not directly benefit from
any collateral supporting the Loan in which it has purchased the
Participation. As a result, the Fund will assume the credit risk of both
the borrower and the Lender that is selling the Participation. In the event
of the insolvency of the Lender selling a Participation, the Fund may be
treated as a general creditor of the Lender and may not benefit from any
set-off between the Lender and the borrower. The Fund will acquire
Participations only if the Lender interpositioned between the Fund and the
borrower is determined by the Investment Manager to be creditworthy.

When the Fund purchases Assignments from Lenders, the Fund will
acquire direct rights against the borrower on the Loan. Because Assignments
are arranged through private negotiations between potential assignees and
potential assignors, however, the rights and obligations acquired by the
Fund as the purchaser of an Assignment may differ from, and may be more
limited than, those held by the assigning Lender.

The Fund may have difficulty disposing of Assignments and
Participations. Because no liquid market for these obligations typically
exists, the Fund anticipates that these obligations could be sold only to a
limited number of institutional investors. The lack of a liquid secondary
market will have an adverse effect on the Fund's ability to dispose of
particular Assignments or Participations when necessary to meet the Fund's
liquidity needs or in response to a specific economic event, such as a
deterioration in the creditworthiness of the borrower. The lack of a liquid
secondary market for Assignments and Participations may also make it more
difficult for the Fund to assign a value to those securities for purposes
of valuing the Fund's portfolio and calculating its net asset value.

Debt Securities. When the Adviser believes that it is appropriate to do so
in order to achieve each Fund's objective of long-term capital
appreciation, a Fund may invest in debt securities including bonds of
foreign governments, supranational organizations and private issuers.
Portfolio debt investments will be selected on the basis of, among other
things, credit quality, and the fundamental outlooks for currency, economic
and interest rate trends, taking into account the ability to hedge a degree
of currency or local bond price risk. Each Fund may purchase
"investment-grade" bonds, which are those rated Aaa, Aa or A by Moody's
Investors Service, Inc. ("Moody's") or AAA, AA or A by Standard & Poor's
("S&P") or, if unrated, judged to be of equivalent quality as
determined by the Adviser. Latin America Fund may also purchase bonds
rated Baa by Moody's or BBB by S&P. Bonds rated Baa or BBB may have
speculative elements as well as investment-grade characteristics.

Latin America Fund may also purchase debt securities which are rated
below investment-grade, that is, rated below Baa by Moody's or below BBB by
S&P and unrated securities ("high yield/high risk securities"), which
usually entail greater risk (including the possibility of default or
bankruptcy of the issues of such securities), generally involve greater
volatility of price and risk of principal and income, and may be less
liquid, than securities in the higher rating categories. 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 total
assets in securities rated B or lower by Moody's or S&P, but may invest in
securities which are rated C by Moody's or D by S&P or securities of
comparable quality in the Adviser's judgment. Such securities may be in
default with respect to payment of principal or interest. Such securities
carry a high degree of risk and are considered speculative. See the
Appendix to this Statement of Additional Information for a more complete
description of the ratings assigned by ratings organizations and their
respective characteristics.

Certain Latin American countries are among the largest debtors to
commercial banks and foreign governments. Trading in debt obligations
("sovereign debt") issued or guaranteed by Latin American governments or
their agencies or instrumentalities ("governmental entities") involves a
high degree of risk. The governmental entity that controls the repayment
of sovereign debt may not be willing or able to repay the principal and/or
interest when due in accordance with the terms of such obligations. A
governmental entity's willingness or ability to repay principal and
interest due in a timely manner may be affected by, among other factors,
its cash flow situation, dependence on expected disbursements from third
parties, the governmental entity's policy towards the International
Monetary Fund and the political constraints to which a governmental entity
may be subject. As a result, governmental entities may default on their
sovereign debt. Holders of sovereign debt (including Latin America
Fund) may be requested to participate in the rescheduling of such debt and
to extend further loans to governmental entities. There is no bankruptcy
proceeding by which sovereign debt on which governmental entities have
defaulted may be collected in whole or in part.

High-yield, high-risk securities are especially subject to adverse
changes in general economic conditions, to changes in the financial
condition of their issuers and to price fluctuations in response to changes
in interest rates. During an economic downturn or period of rising
interest rates, highly leveraged issues may experience financial stress
which would adversely affect their ability to service their principal and
interest payment obligations. Prices and yields of high yield securities
will fluctuate over time and, especially during periods of economic
uncertainty, volatility of high yield securities may adversely affect
Latin America Fund's net asset value. In addition, investments in
high yield zero coupon or pay-in-kind bonds, rather than income-bearing
high yield securities, may be more speculative and may be subject to
greater fluctuations in value due to changes in interest rates.

The trading market for high yield securities may be thin to the extent
that there is no established retail secondary market. A thin trading
market may limit the ability of the Fund to accurately value high yield
securities in its portfolio and to dispose of those securities. Adverse
publicity and investor perceptions may decrease the values and liquidity of
high yield securities. These securities may also involve special
registration responsibilities, liabilities, costs and liquidity and
valuation difficulties.

Credit quality in the high-yield securities market can change suddenly
and unexpectedly, and even recently-issued credit ratings may not fully
reflect the actual risks posed by a particular high-yield security. For
these reasons, it is the policy of the Adviser not to rely exclusively on
ratings issued by established credit rating agencies, but to supplement
such ratings with its own independent and on-going review of credit
quality. The achievement of Latin America Fund's investment
objective by investment in such securities may be more dependent on the
Adviser's credit analysis than is the case for higher quality bonds.
Should the rating of a portfolio security be downgraded, the Adviser will
determine whether it is in the best interest of Latin America Fund
to retain or dispose of such security. For information concerning tax
issues related to high yield/high risk securities, see "TAXES."

Strategic Transactions and Derivatives. The Funds may, but are 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 the fixed-income
securities in each 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 Funds 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 each Fund's
portfolio resulting from securities markets or currency exchange rate
fluctuations, to protect a 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 the
fixed-income securities in each 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 a
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 Funds to utilize these Strategic
Transactions successfully will depend on the Adviser's ability to predict
pertinent market movements, which cannot be assured. The Funds 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.

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 a 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 a Fund can realize on its investments or cause a Fund to hold
a security it might otherwise sell. The use of currency transactions can
result in a 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
a Fund creates the possibility that losses on the hedging instrument may be
greater than gains in the value of a 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, a Fund might not be able to close out a transaction without
incurring substantial losses, if at all. Although the use of futures 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.

General Characteristics of Options. Put options and call options typically
have similar structural characteristics and operational mechanics
regardless of the underlying instrument on which they are purchased or
sold. Thus, the following general discussion relates to each of the
particular types of options discussed in greater detail below. In
addition, many Strategic Transactions involving options require segregation
of Fund assets in special accounts, as described below under "Use of
Segregated and Other Special Accounts."

A put option gives the purchaser of the option, upon payment of a
premium, the right to sell, and the writer the obligation to buy, the
underlying security, commodity, index, currency or other instrument at the
exercise price. For instance, a Fund's purchase of a put option on a
security might be designed to protect its holdings in the underlying
instrument (or, in some cases, a similar instrument) against a substantial
decline in the market value by giving the Fund the right to sell such
instrument at the option exercise price. A call option, upon payment of a
premium, gives the purchaser of the option the right to buy, and the seller
the obligation to sell, the underlying instrument at the exercise price.
The Fund's purchase of a call option on a security, financial future,
index, currency or other instrument might be intended to protect the Fund
against an increase in the price of the underlying instrument that it
intends to purchase in the future by fixing the price at which it may
purchase such instrument. An American style put or call option may be
exercised at any time during the option period while a European style put
or call option may be exercised only upon expiration or during a fixed
period prior thereto. The Funds are authorized to purchase and sell
exchange listed options and over-the-counter options ("OTC options").
Exchange listed options are issued by a regulated intermediary such as the
Options Clearing Corporation ("OCC"), which guarantees the performance of
the obligations of the parties to such options. The discussion below uses
the OCC as an example, but is also applicable to other financial
intermediaries.

With certain exceptions, OCC issued and exchange listed options
generally settle by physical delivery of the underlying security or
currency, although in the future cash settlement may become available.
Index options and Eurodollar instruments are cash settled for the net
amount, if any, by which the option is "in-the-money" (i.e., where the
value of the underlying instrument exceeds, in the case of a call option,
or is less than, in the case of a put option, the exercise price of the
option) at the time the option is exercised. Frequently, rather than
taking or making delivery of the underlying instrument through the process
of exercising the option, listed options are closed by entering into
offsetting purchase or sale transactions that do not result in ownership of
the new option.

Each Fund's ability to close out its position as a purchaser or seller
of an OCC or exchange listed put or call option is dependent, in part, upon
the liquidity of the option market. Among the possible reasons for the
absence of a liquid option market on an exchange are: (i) insufficient
trading interest in certain options; (ii) restrictions on transactions
imposed by an exchange; (iii) trading halts, suspensions or other
restrictions imposed with respect to particular classes or series of
options or underlying securities including reaching daily price limits;
(iv) interruption of the normal operations of the OCC or an exchange; (v)
inadequacy of the facilities of an exchange or OCC to handle current
trading volume; or (vi) a decision by one or more exchanges to discontinue
the trading of options (or a particular class or series of options), in
which event the relevant market for that option on that exchange would
cease to exist, although outstanding options on that exchange would
generally continue to be exercisable in accordance with their terms.

The hours of trading for listed options may not coincide with the
hours during which the underlying financial instruments are traded. To the
extent that the option markets close before the markets for the underlying
financial instruments, significant price and rate movements can take place
in the underlying markets that cannot be reflected in the option markets.

OTC options are purchased from or sold to securities dealers,
financial institutions or other parties ("Counterparties") through direct
bilateral agreement with the Counterparty. In contrast to exchange listed
options, which generally have standardized terms and performance mechanics,
all the terms of an OTC option, including such terms as method of
settlement, term, exercise price, premium, guarantees and security, are set
by negotiation of the parties. A Fund will only sell OTC options (other
than OTC currency options) that are subject to a buy-back provision
permitting the Fund to require the Counterparty to sell the option back to
the Fund at a formula price within seven days. The Funds expect generally
to enter into OTC options that have cash settlement provisions, although
they are not required to do so.

Unless the parties provide for it, there is no central clearing or
guaranty function in an OTC option. As a result, if the Counterparty fails
to make or take delivery of the security, currency or other instrument
underlying an OTC option it has entered into with a Fund or fails to make a
cash settlement payment due in accordance with the terms of that option, a
Fund will lose any premium it paid for the option as well as any
anticipated benefit of the transaction. Accordingly, the Adviser must
assess the creditworthiness of each such Counterparty or any guarantor or
credit enhancement of the Counterparty's credit to determine the likelihood
that the terms of the OTC option will be satisfied. The Funds will engage
in OTC option transactions only with U.S. government securities dealers
recognized by the Federal Reserve Bank of New York as "primary dealers" or
broker/dealers, domestic or foreign banks or other financial institutions
which have received (or the guarantors of the obligation of which have
received) a short-term credit rating of A-1 from S&P or P-1 from
Moody's or an equivalent rating from any nationally recognized
statistical rating organization ("NRSRO") or are determined to be of
equivalent credit quality by the Adviser. The staff of the Securities
and Exchange Commission (the "SEC") currently takes the position that
OTC options purchased by a Fund, and portfolio securities "covering" the
amount of a Fund's obligation pursuant to an OTC option sold by it (the
cost of the sell-back plus the in-the-money amount, if any) are illiquid,
and are subject to a Fund's limitation on investing no more than 10% of its
assets in illiquid securities.

If a Fund sells a call option, the premium that it receives may serve
as a partial hedge, to the extent of the option premium, against a decrease
in the value of the underlying securities or instruments in its portfolio
or will increase a Fund's income. The sale of put options can also provide
income.

Each Fund may purchase and sell call options on securities including
U.S. Treasury and agency securities, mortgage-backed securities, corporate
debt securities, equity securities (including convertible securities) and
Eurodollar instruments that are traded on U.S. and foreign securities
exchanges and in the over-the-counter markets, and on securities indices,
currencies and futures contracts. All calls sold by a Fund must be
"covered" (i.e., a Fund must own the securities or futures contract subject
to the call) or must meet the asset segregation requirements described
below as long as the call is outstanding. Even though a Fund will receive
the option premium to help protect it against loss, a call sold by a Fund
exposes that Fund during the term of the option to possible loss of
opportunity to realize appreciation in the market price of the underlying
security or instrument and may require a Fund to hold a security or
instrument which it might otherwise have sold.

Each Fund may purchase and sell put options on securities including
U.S. Treasury and agency securities, mortgage-backed securities, foreign
sovereign debt, corporate debt securities, equity securities (including
convertible securities) and Eurodollar instruments (whether or not it holds
the above securities in its portfolio), and on securities indices,
currencies and futures contracts other than futures on individual corporate
debt and individual equity securities. Each Fund will not sell put options
if, as a result, more than 50% of a Fund's assets would be required to be
segregated to cover its potential obligations under such put options other
than those with respect to futures and options thereon. In selling put
options, there is a risk that a Fund may be required to buy the underlying
security at a disadvantageous price above the market price.

General Characteristics of Futures. Each Fund may enter into financial
futures contracts or purchase or sell put and call options on such futures
as a hedge against anticipated interest rate, currency or equity market
changes, for duration management and for risk management purposes. Futures
are generally bought and sold on the commodities exchanges where they are
listed with payment of initial and variation margin as described below.
The sale of a futures contract creates a firm obligation by a Fund, as
seller, to deliver to the buyer the specific type of financial instrument
called for in the contract at a specific future time for a specified price
(or, with respect to index futures and Eurodollar instruments, the net cash
amount). Options on futures contracts are similar to options on securities
except that an option on a futures contract gives the purchaser the right
in return for the premium paid to assume a position in a futures contract
and obligates the seller to deliver such position.

Each Fund's use of financial futures and options thereon will in all
cases be consistent with applicable regulatory requirements and in
particular the rules and regulations of the Commodity Futures Trading
Commission and will be entered into only for bona fide hedging, risk
management (including duration management) or other portfolio management
purposes. Typically, maintaining a futures contract or selling an option
thereon requires the Fund to deposit with a financial intermediary as
security for its obligations an amount of cash or other specified assets
(initial margin) which initially is typically 1% to 10% of the face amount
of the contract (but may be higher in some circumstances). Additional cash
or assets (variation margin) may be required to be deposited thereafter on
a daily basis as the mark to market value of the contract fluctuates. The
purchase of an option on financial futures involves payment of a premium
for the option without any further obligation on the part of a Fund. If a
Fund exercises an option on a futures contract it will be obligated to post
initial margin (and potential subsequent variation margin) for the
resulting futures position just as it would for any position. Futures
contracts and options thereon are generally settled by entering into an
offsetting transaction but there can be no assurance that the position can
be offset prior to settlement at an advantageous price, nor that delivery
will occur.

Each Fund will not enter into a futures contract or related option
(except for closing transactions) if, immediately thereafter, the sum of
the amount of its initial margin and premiums on open futures contracts and
options thereon would exceed 5% of a Fund's total assets (taken at current
value); however, in the case of an option that is in-the-money at the time
of the purchase, the in-the-money amount may be excluded in calculating the
5% limitation. The segregation requirements with respect to futures
contracts and options thereon are described below.

Options on Securities Indices and Other Financial Indices. Each Fund also
may purchase and sell call and put options on securities indices and other
financial indices and in so doing can achieve many of the same objectives
it would achieve through the sale or purchase of options on individual
securities or other instruments. Options on securities indices and other
financial indices are similar to options on a security or other instrument
except that, rather than settling by physical delivery of the underlying
instrument, they settle by cash settlement, i.e., an option on an index
gives the holder the right to receive, upon exercise of the option, an
amount of cash if the closing level of the index upon which the option is
based exceeds, in the case of a call, or is less than, in the case of a
put, the exercise price of the option (except if, in the case of an OTC
option, physical delivery is specified). This amount of cash is equal to
the excess of the closing price of the index over the exercise price of the
option, which also may be multiplied by a formula value. The seller of the
option is obligated, in return for the premium received, to make delivery
of this amount. The gain or loss on an option on an index depends on price
movements in the instruments making up the market, market segment, industry
or other composite on which the underlying index is based, rather than
price movements in individual securities, as is the case with respect to
options on securities.

Currency Transactions. Each Fund may engage in currency transactions with
Counterparties in order to hedge the value of portfolio holdings
denominated in particular currencies against fluctuations in relative
value. Currency transactions include forward currency contracts, exchange
listed currency futures, exchange listed and OTC options on currencies, and
currency swaps. A forward currency contract involves a privately
negotiated obligation to purchase or sell (with delivery generally
required) a specific currency at a future date, which may be any fixed
number of days from the date of the contract agreed upon by the parties, at
a price set at the time of the contract. A currency swap is an agreement
to exchange cash flows based on the notional difference among two or more
currencies and operates similarly to an interest rate swap, which is
described below. Each Fund may enter into currency transactions with
Counterparties which have received (or the guarantors of the obligations
which have received) a credit rating of A-1 or P-1 by S&P or Moody's,
respectively, or that have an equivalent rating from a NRSRO or (except for
OTC currency options) are determined to be of equivalent credit quality by
the Adviser.

Each Fund's dealings in forward currency contracts and other currency
transactions such as futures, options, options on futures and swaps will be
limited to hedging involving either specific transactions or portfolio
positions. Transaction hedging is entering into a currency transaction
with respect to specific assets or liabilities of a Fund, which will
generally arise in connection with the purchase or sale of its portfolio
securities or the receipt of income therefrom. Position hedging is
entering into a currency transaction with respect to portfolio security
positions denominated or generally quoted in that currency.

Each Fund will not enter into a transaction to hedge currency exposure
to an extent greater, after netting all transactions intended wholly or
partially to offset other transactions, than the aggregate market value (at
the time of entering into the transaction) of the securities held in its
portfolio that are denominated or generally quoted in or currently
convertible into such currency, other than with respect to proxy hedging as
described below.

Each Fund may also cross-hedge currencies by entering into
transactions to purchase or sell one or more currencies that are expected
to decline in value relative to other currencies to which a Fund has or in
which a Fund expects to have portfolio exposure.

To reduce the effect of currency fluctuations on the value of existing
or anticipated holdings of portfolio securities, the Funds may also engage
in proxy hedging. Proxy hedging is often used when the currency to which a
Fund's portfolio is exposed is difficult to hedge or to hedge against the
dollar. Proxy hedging entails entering into a commitment or option to sell
a currency whose changes in value are generally considered to be correlated
to a currency or currencies in which some or all of a Fund's portfolio
securities are or are expected to be denominated, in exchange for U.S.
dollars. The amount of the commitment or option would not exceed the value
of a Fund's securities denominated in correlated currencies. For example,
if the Adviser considers that the Austrian schilling is correlated to the
German deutschemark (the "D-mark"), the Fund holds securities denominated
in schillings and the Adviser believes that the value of schillings will
decline against the U.S. dollar, the Adviser may enter into a commitment or
option to sell D-marks and buy dollars. Currency hedging involves some of
the same risks and considerations as other transactions with similar
instruments. Currency transactions can result in losses to a Fund if the
currency being hedged fluctuates in value to a degree or in a direction
that is not anticipated. Further, there is the risk that the perceived
correlation between various currencies may not be present or may not be
present during the particular time that a Fund is engaging in proxy
hedging. If a Fund enters into a currency hedging transaction, that Fund
will comply with the asset segregation requirements described below.

Risks of Currency Transactions. Currency transactions are subject to risks
different from those of other portfolio transactions. Because currency
control is of great importance to the issuing governments and influences
economic planning and policy, purchases and sales of currency and related
instruments can be negatively affected by government exchange controls,
blockages, and manipulations or exchange restrictions imposed by
governments. These can result in losses to the Fund if it is unable to
deliver or receive currency or funds in settlement of obligations and could
also cause hedges it has entered into to be rendered useless, resulting in
full currency exposure as well as incurring transaction costs. Buyers and
sellers of currency futures are subject to the same risks that apply to the
use of futures generally. Further, settlement of a currency futures
contract for the purchase of most currencies must occur at a bank based in
the issuing nation. Trading options on currency futures is relatively new,
and the ability to establish and close out positions on such options is
subject to the maintenance of a liquid market which may not always be
available. Currency exchange rates may fluctuate based on factors
extrinsic to that country's economy.

Combined Transactions. Each Fund may enter into multiple transactions,
including multiple options transactions, multiple futures transactions,
multiple currency transactions (including forward currency contracts) and
multiple interest rate transactions and any combination of futures,
options, currency and interest rate transactions ("component"
transactions), instead of a single Strategic Transaction, as part of a
single or combined strategy when, in the opinion of the Adviser, it is in
the best interests of a Fund to do so. A combined transaction will usually
contain elements of risk that are present in each of its component
transactions. Although combined transactions are normally entered into
based on the Adviser's judgment that the combined strategies will reduce
risk or otherwise more effectively achieve the desired portfolio management
goal, it is possible that the combination will instead increase such risks
or hinder achievement of the portfolio management objective.

Swaps, Caps, Floors and Collars. Among the Strategic Transactions into
which the Funds may enter are interest rate, currency and index swaps and
the purchase or sale of related caps, floors and collars. The Funds expect
to enter into these transactions primarily to preserve a return or spread
on a particular investment or portion of their portfolios, to protect
against currency fluctuations, as a duration management technique or to
protect against any increase in the price of securities the Funds
anticipate purchasing at a later date. The Funds intend to use these
transactions as hedges and not as speculative investments and will not sell
interest rate caps or floors where they do not own securities or other
instruments providing the income stream the Funds may be obligated to pay.
Interest rate swaps involve the exchange by a Fund with another party of
their respective commitments to pay or receive interest, e.g., an exchange
of floating rate payments for fixed rate payments with respect to a
notional amount of principal. A currency swap is an agreement to exchange
cash flows on a notional amount of two or more currencies based on the
relative value differential among them and an index swap is an agreement to
swap cash flows on a notional amount based on changes in the values of the
reference indices. The purchase of a cap entitles the purchaser to receive
payments on a notional principal amount from the party selling such cap to
the extent that a specified index exceeds a predetermined interest rate or
amount. The purchase of a floor entitles the purchaser to receive payments
on a notional principal amount from the party selling such floor to the
extent that a specified index falls below a predetermined interest rate or
amount. A collar is a combination of a cap and a floor that preserves a
certain return within a predetermined range of interest rates or values.

Each Fund will usually enter into swaps on a net basis, i.e., the two
payment streams are netted out in a cash settlement on the payment date or
dates specified in the instrument, with a Fund receiving or paying, as the
case may be, only the net amount of the two payments. Inasmuch as these
swaps, caps, floors and collars are entered into for good faith hedging
purposes, the Adviser and the Funds believe such obligations do not
constitute senior securities under the Investment Company Act of 1940
(the "1940 Act") and, accordingly, will not treat them as being subject
to its borrowing restrictions. Each Fund will not enter into any swap,
cap, floor or collar transaction unless, at the time of entering into such
transaction, the unsecured long-term debt of the Counterparty, combined
with any credit enhancements, is rated at least A by S&P or Moody's or has
an equivalent rating from a NRSRO or is determined to be of equivalent
credit quality by the Adviser. If there is a default by the Counterparty,
the Fund may have contractual remedies pursuant to the agreements related
to the transaction. The swap market has grown substantially in recent years
with a large number of banks and investment banking firms acting both as
principals and as agents utilizing standardized swap documentation. As a
result, the swap market has become relatively liquid. Caps, floors and
collars are more recent innovations for which standardized documentation
has not yet been fully developed and, accordingly, they are less liquid
than swaps.

Eurodollar Instruments. Each Fund may make investments in Eurodollar
instruments. Eurodollar instruments are U.S. dollar-denominated futures
contracts or options thereon which are linked to the London Interbank
Offered Rate ("LIBOR"), although foreign currency-denominated instruments
are available from time to time. Eurodollar futures contracts enable
purchasers to obtain a fixed rate for the lending of funds and sellers to
obtain a fixed rate for borrowings. Each Fund might use Eurodollar futures
contracts and options thereon to hedge against changes in LIBOR, to which
many interest rate swaps and fixed income instruments are linked.

Risks of Strategic Transactions Outside the U.S. When conducted outside
the U.S., Strategic Transactions may not be regulated as rigorously as in
the U.S., may not involve a clearing mechanism and related guarantees, and
are subject to the risk of governmental actions affecting trading in, or
the prices of, foreign securities, currencies and other instruments. The
value of such positions also could be adversely affected by: (i) other
complex foreign political, legal and economic factors, (ii) lesser
availability than in the U.S. of data on which to make trading decisions,
(iii) delays in a Fund's ability to act upon economic events occurring in
foreign markets during non-business hours in the U.S., (iv) the imposition
of different exercise and settlement terms and procedures and margin
requirements than in the U.S., and (v) lower trading volume and liquidity.

Use of Segregated and Other Special Accounts. Many Strategic Transactions,
in addition to other requirements, require that the Funds segregate liquid
high grade assets with their custodian, Brown Brothers Harriman &
Company (the "Custodian") to the extent Fund obligations are not
otherwise "covered" through ownership of the underlying security, financial
instrument or currency. In general, either the full amount of any
obligation by a Fund to pay or deliver securities or assets must be covered
at all times by the securities, instruments or currency required to be
delivered, or, subject to any regulatory restrictions, an amount of cash or
liquid high grade securities at least equal to the current amount of the
obligation must be segregated with the custodian. The segregated assets
cannot be sold or transferred unless equivalent assets are substituted in
their place or it is no longer necessary to segregate them. For example, a
call option written by a Fund will require that Fund to hold the securities
subject to the call (or securities convertible into the needed securities
without additional consideration) or to segregate liquid high-grade
securities sufficient to purchase and deliver the securities if the call is
exercised. A call option sold by a Fund on an index will require that Fund
to own portfolio securities which correlate with the index or to segregate
liquid high grade assets equal to the excess of the index value over the
exercise price on a current basis. A put option written by a Fund requires
that Fund to segregate liquid high grade assets equal to the
exercise price.

Except when a Fund enters into a forward contract for the purchase or
sale of a security denominated in a particular currency, which requires no
segregation, a currency contract which obligates a Fund to buy or sell
currency will generally require a Fund to hold an amount of that currency
or liquid securities denominated in that currency equal to a Fund's
obligations or to segregate liquid high grade assets equal to the amount of
a Fund's obligation.

OTC options entered into by a Fund, including those on securities,
currency, financial instruments or indices and OCC issued and exchange
listed index options, will generally provide for cash settlement. As a
result, when a Fund sells these instruments it will only segregate an
amount of assets equal to its accrued net obligations, as there is no
requirement for payment or delivery of amounts in excess of the net amount.
These amounts will equal 100% of the exercise price in the case of a non
cash-settled put, the same as an OCC guaranteed listed option sold by a
Fund, or the in-the-money amount plus any sell-back formula amount in the
case of a cash-settled put or call. In addition, when a Fund sells a call
option on an index at a time when the in-the-money amount exceeds the
exercise price, a Fund will segregate, until the option expires or is
closed out, cash or cash equivalents equal in value to such excess. OCC
issued and exchange listed options sold by a Fund other than those above
generally settle with physical delivery, and a Fund will segregate an
amount of assets equal to the full value of the option. OTC options
settling with physical delivery, or with an election of either physical
delivery or cash settlement will be treated the same as other options
settling with physical delivery.

In the case of a futures contract or an option thereon, each Fund must
deposit initial margin and possible daily variation margin in addition to
segregating assets sufficient to meet its obligation to purchase or provide
securities or currencies, or to pay the amount owed at the expiration of an
index-based futures contract. Such assets may consist of cash, cash
equivalents, liquid debt or equity securities or other acceptable assets.

With respect to swaps, a Fund will accrue the net amount of the
excess, if any, of its obligations over its entitlements with respect to
each swap on a daily basis and will segregate an amount of cash or liquid
high grade securities having a value equal to the accrued excess. Caps,
floors and collars require segregation of assets with a value equal to the
Fund's net obligation, if any.

Strategic Transactions may be covered by other means when consistent
with applicable regulatory policies. Each Fund may also enter into
offsetting transactions so that its combined position, coupled with any
segregated assets, equals its net outstanding obligation in related options
and Strategic Transactions. For example, a Fund could purchase a put
option if the strike price of that option is the same or higher than the
strike price of a put option sold by that Fund. Moreover, instead of
segregating assets if a Fund held a futures or forward contract, it could
purchase a put option on the same futures or forward contract with a strike
price as high or higher than the price of the contract held. Other
Strategic Transactions may also be offset in combinations. If the
offsetting transaction terminates at the time of or after the primary
transaction no segregation is required, but if it terminates prior to such
time, assets equal to any remaining obligation would need to be segregated.

Each Fund's activities involving Strategic Transactions may be limited
by the requirements of Subchapter M of the Internal Revenue Code of
1986, as amended (the "Code"), for qualification as a regulated
investment company. (See "TAXES.")

Convertible Securities. Each Fund may invest in convertible
securities which are bonds, notes, debentures, preferred stocks, and other
securities which are convertible into common stocks. Investments in
convertible securities can provide income through interest and dividend
payments and/or an opportunity for capital appreciation by virtue of their
conversion or exchange features.

The convertible securities in which a Fund may invest may be converted
or exchanged at a stated or determinable exchange ratio into underlying
shares of common stock. The exchange ratio for any particular convertible
security may be adjusted from time to time due to stock splits, dividends,
spin-offs, other corporate distributions, or scheduled changes in the
exchange ratio. Convertible debt securities and convertible preferred
stocks, until converted, have general characteristics similar to both debt
and equity securities. Although to a lesser extent than with debt
securities generally, the market value of convertible securities tends to
decline as interest rates increase and, conversely, tends to increase as
interest rates decline. In addition, because of the conversion or exchange
feature, the market value of convertible securities typically changes as
the market value of the underlying common stocks changes, and, therefore,
also tends to follow movements in the general market for equity securities.
A unique feature of convertible securities is that as the market price of
the underlying common stock declines, convertible securities tend to trade
increasingly on a yield basis and so may not experience market value
declines to the same extent as the underlying common stock. When the
market price of the underlying common stock increases, the prices of the
convertible securities tend to rise as a reflection of the value of the
underlying common stock, although typically not as much as the underlying
common stock. While no securities investments are without risk,
investments in convertible securities generally entail less risk than
investments in common stock of the same issuer.

As fixed income securities, convertible securities are investments
which provide for a stream of income (or in the case of zero coupon
securities, accretion of income) with generally higher yields than common
stocks. Of course, like all fixed income securities, there can be no
assurance of income or principal payments because the issuers of the
convertible securities may default on their obligations. Convertible
securities generally offer lower yields than non-convertible securities of
similar quality because of their conversion or exchange features.

Convertible securities generally are subordinated to other similar but
non-convertible securities of the same issuer, although convertible bonds,
as corporate debt obligations, enjoy seniority in right of payment to all
equity securities, and convertible preferred stock is senior to common
stock, of the same issuer. However, because of the subordination feature,
convertible bonds and convertible preferred stock typically have lower
ratings than similar non-convertible securities.

Convertible securities may be issued as fixed income obligations that
pay current income or as zero coupon notes and bonds, including Liquid
Yield Option Notes (LYONs). Zero coupon securities pay no cash income and
are sold at substantial discounts from their value at maturity. When held
to maturity, their entire income, which consists of accretion of discount,
comes from the difference between the purchase price and their value at
maturity. Zero coupon convertible securities offer the opportunity for
capital appreciation as increases (or decreases) in market value of such
securities closely follow the movements in the market value of the
underlying common stock. Zero coupon convertible securities generally are
expected to be less volatile than the underlying common stocks as they
usually are issued with shorter maturities (15 years or less) and are
issued with options and/or redemption features exercisable by the holder of
the obligation entitling the holder to redeem the obligation and receive a
defined cash payment.

Repurchase Agreements. Each Fund may enter into repurchase agreements with
member banks of the Federal Reserve System, any foreign bank or with any
domestic or foreign broker-dealer which is recognized as a reporting
government securities dealer if the creditworthiness of the bank or
broker-dealer has been determined by the Adviser to be at least as high as
that of other obligations a Fund may purchase.

A repurchase agreement provides a means for each Fund to earn income
on funds for periods as short as overnight. It is an arrangement under
which the purchaser (i.e., the Funds) acquires a security ("Obligation")
and the seller agrees, at the time of sale, to repurchase the Obligation at
a specified time and price. Securities subject to a repurchase agreement
are held in a segregated account and the value of such securities kept at
least equal to the repurchase price on a daily basis. The repurchase price
may be higher than the purchase price, the difference being income to a
Fund, or the purchase and repurchase prices may be the same, with interest
at a stated rate due to a Fund together with the repurchase price upon
repurchase. In either case, the income to a Fund is unrelated to the
interest rate on the Obligation itself. Obligations will be held by the
Custodian or in the Federal Reserve Book Entry system.

For purposes of the 1940 Act a repurchase agreement is deemed
to be a loan from a Fund to the seller of the Obligation subject to the
repurchase agreement and is therefore subject to a Fund's investment
restriction applicable to loans. It is not clear whether a court would
consider the Obligation purchased by a Fund subject to a repurchase
agreement as being owned by a Fund or as being collateral for a loan by a
Fund to the seller. In the event of the commencement of bankruptcy or
insolvency proceedings with respect to the seller of the Obligation before
repurchase of the Obligation under a repurchase agreement, a Fund may
encounter delay and incur costs before being able to sell the security.
Delays may involve loss of interest or decline in price of the Obligation.
If the court characterizes the transaction as a loan and a Fund has not
perfected a security interest in the Obligation, a Fund may be required to
return the Obligation to the seller's estate and be treated as an unsecured
creditor of the seller. As an unsecured creditor, a Fund would be at risk
of losing some or all of the principal and income involved in the
transaction. As with any unsecured debt instrument purchased for a Fund,
the Adviser seeks to minimize the risk of loss through repurchase
agreements by analyzing the creditworthiness of the obligor, in this case
the seller of the Obligation. Apart from the risk of bankruptcy or
insolvency proceedings, there is also the risk that the seller may fail to
repurchase the Obligation, in which case a Fund may incur a loss if the
proceeds to that Fund of the sale to a third party are less than the
repurchase price. However, if the market value of the Obligation subject
to the repurchase agreement becomes less than the repurchase price
(including interest), a Fund will direct the seller of the Obligation to
deliver additional securities so that the market value of all securities
subject to the repurchase agreement will equal or exceed the repurchase
price. It is possible that a Fund will be unsuccessful in seeking to
enforce the seller's contractual obligation to deliver additional
securities. A repurchase agreement with foreign banks may be available
with respect to government securities of the particular foreign
jurisdiction, and such repurchase agreements involve risks similar to
repurchase agreements with U.S. entities.

Repurchase Commitments. Latin America Fund may enter into repurchase
commitments with any party deemed creditworthy by the Adviser, including
foreign banks and broker/dealers, if the transaction is entered into for
investment purposes and the counterparty's creditworthiness is at least
equal to that of issuers of securities which the Fund may purchase. Such
transactions may not provide the Fund with collateral marked-to-market
during the term of the commitment.

Borrowing. Latin America Fund is authorized to borrow money from
banks and other entities in an amount equal to up to 33 1/3% of the Fund's
net assets for purposes of liquidity and to provide for redemptions and
distributions. The Fund will borrow only when the Adviser believes that
borrowing will benefit the Fund after taking into account considerations
such as the costs of the borrowing. The Fund does not expect to borrow for
investment purposes, to increase return or leverage the portfolio.
Borrowing by the Fund will involve special risk considerations. Although
the principal of the Fund's borrowings will be fixed, the Fund's assets may
change in value during the time a borrowing is outstanding, thus increasing
exposure to capital risk.

Illiquid Securities. Each Fund may occasionally purchase securities other
than in the open market. While such purchases may often offer attractive
opportunities for investment not otherwise available on the open market,
the securities so purchased are often "restricted securities" or "not
readily marketable," i.e., securities which cannot be sold to the public
without registration under the Securities Act of 1933 or the availability
of an exemption from registration (such as Rules 144 or 144A) or because
they are subject to other legal or contractual delays in or restrictions on
resale.

Generally speaking, restricted securities may be sold only to
qualified institutional buyers, or in a privately negotiated transaction to
a limited number of purchasers, or in limited quantities after they have
been held for a specified period of time and other conditions are met
pursuant to an exemption from registration, or in a public offering for
which a registration statement is in effect under the Securities Act of
1933. A Fund may be deemed to be an "underwriter" for purposes of the
Securities Act of 1933 when selling restricted securities to the public,
and in such event a Fund may be liable to purchasers of such securities if
the registration statement prepared by the issuer, or the prospectus
forming a part of it, is materially inaccurate or misleading.

Each Fund may invest up to 10% of its net assets in
securities which are not readily marketable, the disposition of which is
restricted under Federal securities laws or in repurchase agreements not
terminable within seven days, and each Fund may invest up to
5% of its total assets in restricted securities.

When-Issued Securities. Each Fund may from time to time purchase equity
and debt securities on a "when-issued" or "forward delivery" basis. The
price of such securities, which may be expressed in yield terms, is fixed
at the time the commitment to purchase is made, but delivery and payment
for the when-issued or forward delivery securities takes place at a later
date. During the period between purchase and settlement, no payment is
made by a Fund to the issuer and no interest accrues to a Fund. To the
extent that assets of a Fund are held in cash pending the settlement of a
purchase of securities, a Fund would earn no income; however, it is each
Fund's intention to be fully invested to the extent practicable and subject
to the policies stated above. While when-issued or forward delivery
securities may be sold prior to the settlement date, each Fund intends to
purchase such securities with the purpose of actually acquiring them unless
a sale appears desirable for investment reasons. At the time a Fund makes
the commitment to purchase a security on a when-issued or forward delivery
basis, it will record the transaction and reflect the value of the security
in determining its net asset value. The market value of the when-issued or
forward delivery securities may be more or less than the purchase price.
Each Fund does not believe that its net asset value or income will be
adversely affected by its purchase of securities on a when-issued or
forward delivery basis.

Lending of Portfolio Securities. Each Fund may seek to increase its income
by lending portfolio securities. Under present regulatory policies,
including those of the Board of Governors of the Federal Reserve System and
the SEC, such loans may be made to member firms of the
Exchange , and would be required to be secured continuously by
collateral in cash, U.S. Government securities or other high grade debt
obligations maintained on a current basis at an amount at least equal to
the market value and accrued interest of the securities loaned. Each Fund
would have the right to call a loan and obtain the securities loaned on no
more than five days' notice. During the existence of a loan, a Fund would
continue to receive the equivalent of the interest paid by the issuer on
the securities loaned and would also receive compensation based on
investment of the collateral. As with other extensions of credit there are
risks of delay in recovery or even loss of rights in the collateral should
the borrower of the securities fail financially. However, the loans would
be made only to firms deemed by the Adviser to be of good standing, and
when, in the judgment of the Adviser, the consideration which can be earned
currently from securities loans of this type justifies the attendant risk.
If a Fund determines to make securities loans, the value of the securities
loaned will not exceed 30% of the value of a Fund's total assets at the
time any loan is made.

Investment Restrictions

The policies set forth below are fundamental policies of each Fund and
may not be changed without the approval of a majority of each Fund's
outstanding shares. As used in this Statement of Additional Information,
"majority of the Fund's outstanding shares" means the lesser of (1) more
than 50% of the outstanding shares of the Fund or (2) 67% or more of the
shares present at such meeting, if the holders of more than 50% of the
outstanding shares are present or represented by proxy.

As a matter of fundamental policy, each Fund may not:

(1) purchase any securities which would cause more than 25% of the market
value of its total assets at the time of such purchase to be invested
in the securities of one or more issuers having their principal
business activities in the same industry, provided that there is no
limitation with respect to investments in obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities
(for the purposes of this restriction, telephone companies are
considered to be in a separate industry from gas and electric public
utilities, and wholly-owned finance companies are considered to be in
the industry of their parents if their activities are primarily
related to financing the activities of their parents);

(2) borrow money except as a temporary measure for extraordinary or
emergency purposes or except in connection with reverse repurchase
agreements provided that the Fund maintains asset coverage of 300% for
all borrowings;

(3) make loans to other persons, except (a) loans of portfolio securities,
provided collateral is maintained at not less than 100% by marking to
market daily, and (b) to the extent the entry into repurchase
agreements and the purchase of debt securities in accordance with its
investment objective and investment policies may be deemed to be
loans;

(4) act as underwriter of securities issued by others, except to the
extent that it may be deemed an underwriter in connection with the
disposition of portfolio securities of the Fund;

(5) purchase or sell real estate (except that the Fund may invest in (i)
securities of companies which deal in real estate or mortgages, and
(ii) securities secured by real estate or interests therein, and that
the Fund reserves freedom of action to hold and to sell real estate
acquired as a result of the Fund's ownership of securities); or
purchase or sell physical commodities or contracts relating to
physical commodities;

(6) issue senior securities, except as appropriate to evidence
indebtedness which it is permitted to incur, and except for shares of
the separate classes or series of the Corporation; provided that
collateral arrangements with respect to currency-related contracts,
futures contracts, options or other permitted investments, including
deposits of initial and variation margin, are not considered to be the
issuance of senior securities for purposes of this restriction.

The Funds may not deviate from the above policies without a
vote of a majority of the outstanding shares as provided by the 1940 Act.

As a matter of nonfundamental policy, each Fund may not:

(a) purchase or retain securities of any open-end investment company,
or securities of closed-end investment companies except by purchase in
the open market where no commission or profit to a sponsor or dealer
results from such purchases, or except when such purchase, though not
made in the open market, is part of a plan of merger, consolidation,
reorganization or acquisition of assets; in any event the Fund may not
purchase more than 3% of the outstanding voting securities of another
investment company, may not invest more than 5% of its total assets in
another investment company, and may not invest more than 10% of its
total assets in other investment companies;

(b) pledge, mortgage or hypothecate its assets in excess, together
with permitted borrowings, of 1/3 of its total assets;

(c) purchase or retain securities of an issuer any of whose officers,
directors, trustees or security holders is an officer, director or
trustee of the Fund or a member, officer, director or trustee of the
investment adviser of the Fund if one or more of such individuals owns
beneficially more than one-half of one percent (1/2%) of the
outstanding shares or securities or both (taken at market value) of
such issuer and such individuals owning more than one-half of one
percent (1/2%) of such shares or securities together own beneficially
more than 5% of such shares or securities or both;

(d) invest more than 10% of its net assets in securities which are
not readily marketable, the disposition of which is restricted under
Federal securities laws, or in repurchase agreements not terminable
within 7 days, and the Fund will not invest more than 5% of its total
assets in restricted securities;

(e) purchase securities of any issuer with a record of less than
three years continuous operations, including predecessors, or equity
securities which are not readily marketable if such purchase would
cause the investments of the Fund in all such issuers to exceed 5% of
the total assets of the Fund taken at market value; except U.S.
Government securities, securities of such issuers which are rated by
at least one nationally recognized statistical rating organization,
municipal obligations and obligations issued or guaranteed by any
foreign government or its agencies or instrumentalities;

(f) buy options on securities or financial instruments, unless the
aggregate premiums paid on all such options held by the Fund at any
time do not exceed 20% of its net assets; or sell put options on
securities if, as a result, the aggregate value of the obligations
underlying such put options would exceed 50% of the Fund's net assets;

(g) enter into futures contracts or purchase options thereon unless
immediately after the purchase, the value of the aggregate initial
margin with respect to all futures contracts entered into on behalf of
the Fund and the premiums paid for options on futures contracts does
not exceed 5% of the Fund's total assets provided that in the case of
an option that is in-the-money at the time of purchase, the in-the-
money amount may be excluded in computing the 5% limit;

(h) invest in oil, gas or other mineral leases or exploration or
development programs (although it may invest in issuers which own or
invest in such interests);

(i) purchase warrants if as a result warrants taken at the lower of
cost or market value would represent more than 5% of the value of the
Fund's net assets or more than 2% of its net assets in warrants that
are not listed on the New York or American Stock Exchanges or on an
exchange with comparable listing requirements (for this purpose,
warrants attached to securities will be deemed to have no value);

(j) purchase or sell real estate limited partnership interests;

(k) make securities loans if the value of such securities loaned
exceeds 30% of the value of the Fund's total assets at the time the
loan is made; all loans of portfolio securities will be fully
collateralized and marked to market daily. The Fund has no current
intention of making loans of portfolio securities that would amount to
greater than 5% of the Fund's total assets;

(l) purchase or retain securities of an issuer if, with respect to
75% of the Fund's total assets, such purchase would result in more
than 10% of the outstanding voting securities of such issuers being
held by the Fund; or

(m) purchase securities on margin or make short sales unless, by
virtue of its ownership of other securities, it has the right to
obtain securities equivalent in kind and amount to the securities sold
at no added cost and, if the right is conditional, the sale is made
upon the same conditions, except in connection with arbitrage
transactions and except that the Fund may obtain such short-term
credits as may be necessary for the clearance of purchases and sales
of securities.

In addition, as a matter of nonfundamental policy, Latin America Fund
may not:

(1) purchase any securities which would cause more than 25% of the
market value of its total assets at the time of such purchase to be
invested in the securities of one or more issuers having their
principal business activities in the same industry (for the purposes
of this restriction, the governments of each country in Latin
America in which the Fund invests are considered to be separate
industries).

In addition, as a matter of nonfundamental policy, Pacific
Opportunities Fund may not:

(1) borrow money, including reverse repurchase
agreements, in excess of 5% of its total assets (taken at
market value) except for temporary or emergency purposes or
borrow other than from banks.

Any investment restrictions herein which involve a maximum percentage
of securities or assets shall not be considered to be violated unless an
excess over the percentage occurs immediately after, and is caused by, an
acquisition or encumbrance of securities or assets of, or borrowings by,
each Fund.

PURCHASES

(See "Purchases" and "Transaction information" in the Funds' prospectuses.)

Additional Information About Opening An Account

Clients having a regular investment counsel account with the Adviser
or its affiliates and members of their immediate families, officers and
employees of the Adviser or of any affiliated organization and their
immediate families, members of the National Association of Securities
Dealers, Inc. ("NASD") and banks may, if they prefer, subscribe initially
for at least $1,000 of Fund shares through Scudder Investor Services, Inc.
by letter, fax, TWX, or telephone.

Shareholders of other Scudder funds who have submitted an account
application and have certified a Tax Identification Number, clients having
a regular investment counsel account with the Adviser or its affiliates and
members of their immediate families, officers and employees of the Adviser
or of any affiliated organization and their immediate families, members of
the NASD, and banks may open an account by wire. These investors must call
1-800-225-5163 to get an account number. During the call the investor will
be asked to indicate the Fund name, amount to be wired ($1,000 minimum),
name of bank or trust company from which the wire will be sent, the exact
registration of the new account, the tax identification or social security
number, address and telephone number. The investor must then call the bank
to arrange a wire transfer to The Scudder Funds, Boston, MA 02110, ABA
Number 011000028, DDA Account Number 9903-5552. The investor must give
the Scudder fund name, account name and the new account number. Finally,
the investor must send the completed and signed application to the Fund
promptly.

The minimum initial purchase amount is less than $1,000 under certain
special plan accounts.

Additional Information About Making Subsequent Investments

Subsequent purchase orders for $10,000 or more and for an amount not
greater than four times the value of the shareholder's account may be
placed by telephone, fax, etc. by established shareholders (except by
Scudder Individual Retirement Account (IRA), Scudder pension and profit
sharing, Scudder 401(k) and Scudder 403(b) Plan holders), members of the
NASD, and banks. Orders placed in this manner may be directed to any
Scudder Investor Services, Inc. office listed in each Fund's prospectus. A
two-part invoice of the purchase will be mailed out promptly following
receipt of a request to buy. Payment should be attached to a copy of the
invoice for proper identification. Federal regulations require that
payment be received within seven business days. If payment is not received
within that time, the shares may be canceled. In the event of such
cancellation or cancellation at the purchaser's request, the purchaser will
be responsible for any loss incurred by a Fund or the principal underwriter
by reason of such cancellation. If the purchaser is a shareholder, each
Fund shall have the authority, as agent of the shareholder, to redeem
shares in the account in order to reimburse a Fund or the principal
underwriter for the loss incurred. Net losses on such transactions which
are not recovered from the purchaser will be absorbed by the principal
underwriter. Any net profit on the liquidation of unpaid shares will
accrue to a Fund.

Checks

A certified check is not necessary, but checks are only accepted
subject to collection at full face value in U.S. funds and must be drawn
on, or payable through, a U.S. bank.

If shares of a Fund are purchased by a check which proves to be
uncollectible, each Fund reserves the right to cancel the purchase
immediately and the purchaser will be responsible for any loss incurred by
a Fund or the principal underwriter by reason of such cancellation. If the
purchaser is a shareholder, a Fund shall have the authority, as agent of
the shareholder, to redeem shares in the account in order to reimburse a
Fund or the principal underwriter for the loss incurred. Investors whose
orders have been canceled may be prohibited from or restricted in placing
future orders in any of the Scudder funds.

Wire Transfer of Federal Funds

To obtain the net asset value determined as of the close of regular
trading on the Exchange, on a selected day, your bank must forward
federal funds by wire transfer and provide the required account information
so as to be available to a Fund prior to the close of regular trading on
the Exchange (normally 4 p.m. eastern time).

The bank sending an investor's federal funds by bank wire may charge
for the service. Presently, each Fund pays a fee for receipt by the
Custodian of "wired funds," but the right to charge investors for this
service is reserved.

Boston banks are closed on certain local holidays although the
Exchange may be open. These holidays include Martin Luther King, Jr. Day
(the 3rd Monday in January), Columbus Day (the 2nd Monday in October) and
Veterans Day (November 11). Investors are not able to purchase shares by
wiring federal funds on such holidays because the Custodian is not open to
receive such funds on behalf of a Fund.

Share Price

Purchases will be filled without sales charge at the net asset value
next computed after receipt of the application in good order. Net asset
value normally will be computed as of the close of regular trading on each
day the Exchange is open for trading. Orders received after the close of
regular trading on the Exchange will be executed at the next business day's
net asset value. If the order has been placed by a member of the NASD,
other than Scudder Investor Services, Inc., it is the responsibility of
that member broker, rather than a Fund, to forward the purchase order to
Scudder Service Corporation (the "Transfer Agent") in Boston by the close
of regular trading on the Exchange.

Share Certificates

Due to the desire of Fund management to afford ease of redemption,
certificates will not be issued to indicate ownership in a Fund.

Other Information

If purchases or redemptions of a Fund's shares are arranged and
settlement is made through a member of the NASD, other than Scudder
Investor Services, Inc., that member may, at its discretion, charge a fee
for that service.

The Board of Directors and Scudder Investor Services, Inc., the Funds'
principal underwriter, each has the right to limit the amount of purchases
and to refuse to sell to any person and each may suspend or terminate the
offering of shares of a Fund at any time.

The Tax Identification Number section of the application must be
completed when opening an account. Applications and purchase orders
without a certified tax identification number and certain other certified
information (e.g., certification of exempt status from exempt investors),
will be returned to the investor.

Each Fund may issue shares at net asset value in connection with any
merger or consolidation with, or acquisition of the assets of, any
investment company or personal holding company, subject to the requirements
of the 1940 Act.

EXCHANGES AND REDEMPTIONS

(See "Exchanges and redemptions" and "Transaction information" in the
Funds' prospectuses.)

Exchanges

Exchanges are comprised of a redemption from one Scudder fund and a
purchase into another Scudder fund. The purchase side of the exchange
either may be an additional investment into an existing account or may
involve opening a new account in the other fund. When an exchange involves
a new account, the new account will be established with the same
registration, tax identification number, address, telephone redemption
option, "Scudder Automated Information Line" (SAIL) transaction
authorization and dividend option as the existing account. Other features
will not carry over automatically to the new account. Exchanges to a new
fund account must be for a minimum of $1,000. When an exchange represents
an additional investment into an existing account, the account receiving
the exchange proceeds must have identical registration, address, and
account options/features as the account of origin. Exchanges into an
existing account must be for $100 or more. If the account receiving the
exchange proceeds is to be different in any respect, the exchange request
must be in writing and must contain an original signature guarantee
as described under "Transaction Information--Redeeming shares-- Signature
guarantees " in each Fund's prospectus.

Exchange orders received before the close of regular trading on the
Exchange on any business day ordinarily will be executed at the respective
net asset values determined on that day. Exchange orders received after
the close of regular trading on the Exchange will be executed on the
following business day.

Investors may also request, at no extra charge, to have exchanges
automatically executed on a predetermined schedule from one Scudder Fund to
an existing account in another Scudder Fund through Scudder's Automatic
Exchange Program. Exchanges must be for a minimum of $50. Shareholders
may add this free feature over the phone or in writing. Automatic
Exchanges will continue until the shareholder requests by phone or in
writing to have the feature removed, or until the originating account is
depleted. The Trust and the Transfer Agent each reserves the right to
suspend or terminate the privilege of the Automatic Exchange Program at any
time.

There is no charge to the shareholder for any exchange described
above. However, shares that are exchanged from Latin America Fund may
be subject to the Fund's 2% redemption fee. (See "Special Redemption and
Exchange Information for Latin America Fund.") An exchange into
another Scudder fund is a redemption of shares, and therefore may result in
tax consequences (gain or loss) to the shareholder, and the proceeds of
such an exchange may be subject to backup withholding. (See "TAXES.")

Investors currently receive the exchange privilege, including exchange
by telephone, automatically without having to elect it. Each Fund
employ procedures, including recording telephone calls, testing a caller's
identity, and sending written confirmation of telephone transactions,
designed to give reasonable assurance that instructions communicated by
telephone are genuine, and to discourage fraud. To the extent that the
Funds do not follow such procedures, they may be liable for losses
due to unauthorized or fraudulent telephone instructions. Each Fund
will not be liable for acting upon instructions communicated by telephone
that they reasonably believe to be genuine. The Funds and the
Transfer Agent each reserves the right to suspend or terminate the
privilege of exchanging by telephone or fax at any time.

The Scudder funds into which investors may make an exchange are listed
under "THE SCUDDER FAMILY OF FUNDS" herein. Before making an exchange,
shareholders should obtain from Scudder Investor Services, Inc. a
prospectus of the Scudder fund into which the exchange is being
contemplated.

Scudder retirement plans may have different exchange requirements.
Please refer to appropriate plan literature.

Special Redemption and Exchange Information for Latin America Fund

In general, shares of Latin America Fund may be exchanged or
redeemed at net asset value. However, shares of the Fund held for less
than one year are redeemable at a price equal to the greater of 98% of the
then current net asset value per share or such higher percentage of current
net asset value per share that represents the then current net asset value
minus an amount equal to 2% of the cost of the shares. This 2% discount,
referred to in the prospectus and this statement of additional information
as a redemption fee, directly affects the amount a shareholder who is
subject to the discount receives upon exchange or redemption. It is
intended to encourage long-term investment in the Fund, to avoid
transaction and other expenses caused by early redemptions and to
facilitate portfolio management. The fee is not a deferred sales charge,
is not a commission paid to the Adviser or its subsidiaries, and does not
benefit the Adviser in any way.

The redemption discount will not be applied to (a) a redemption of
shares of the Fund outstanding for one year or more, (b) a redemption of
reinvestment shares (i.e., shares purchased through the reinvestment of
dividends or capital gains distributions paid by the Fund), or (c) a
redemption of shares by the Fund upon exercise of its right to liquidate
accounts (i) falling below the minimum account size by reason of
shareholder redemptions or (ii) when the shareholder has failed to provide
tax identification information. For this purpose and without regard to the
shares actually redeemed, shares will be redeemed as follows: first,
reinvestment shares; second, purchased shares held one year or more; and
third, purchased shares held for less than one year. Finally, if a
redeeming shareholder acquires Fund shares through a transfer from another
shareholder, applicability of the discount, if any, will be determined by
reference to the date the shares were originally purchased, and not from
the date of transfer between shareholders.

Redemption by Telephone

Shareholders currently receive the right, automatically without having
to elect it, to redeem by telephone up to $50,000 and have the
proceeds mailed to their address of record. Shareholders may request
to have the proceeds mailed or wired to their predesignated bank account.
In order to request redemptions by telephone, shareholders must have
completed and returned to the Transfer Agent the application, including the
designation of a bank account to which the redemption proceeds are to be
sent.

(a) NEW INVESTORS wishing to establish telephone redemption to a
predesignated bank account must complete the appropriate section
on the application.

(b) EXISTING SHAREHOLDERS (except those who are Scudder IRA,
Scudder Pension and Profit-Sharing, Scudder 401(k) and Scudder
403(b) Planholders) who wish to establish telephone redemption to
a predesignated bank account or who want to change the bank
account previously designated to receive redemption proceeds
should either return a Telephone Redemption Option Form
(available upon request) or send a letter identifying the account
and specifying the exact information to be changed. The letter
must be signed exactly as the shareholder's name(s) appears on
the account. An original signature and an original signature
guarantee are required for each person in whose name the account
is registered.

If a request for redemption to a shareholder's bank account is made by
telephone or fax, payment will be by Federal Reserve bank wire to the bank
account designated on the application, unless a request is made that the
redemption check be mailed to the designated bank account. There will be a
$5 charge for all wire redemptions.

Note: Investors designating a savings bank to receive their telephone
redemption proceeds are advised that if the savings bank is not a
participant in the Federal Reserve System, redemption proceeds must be
wired through a commercial bank which is a correspondent of the savings
bank. As this may delay receipt by the shareholder's account, it is
suggested that investors wishing to use a savings bank discuss wire
procedures with their bank and submit any special wire transfer information
with the telephone redemption authorization. If appropriate wire
information is not supplied, redemption proceeds will be mailed to the
designated bank.

Each Fund employs procedures, including recording telephone calls,
testing a caller's identity, and sending written confirmation of telephone
transactions, designed to give reasonable assurance that instructions
communicated by telephone are genuine, and to discourage fraud. To the
extent that the Funds do not follow such procedures, they may be liable for
losses due to unauthorized or fraudulent telephone instructions. Each Fund
will not be liable for acting upon instructions communicated by telephone
that it reasonably believes to be genuine.

Redemption requests by telephone (technically a repurchase by
agreement between a Fund and the shareholder) of shares purchased by check
will not be accepted until the purchase check has cleared which may take up
to seven business days.

Redemption by Mail or Fax

In order to ensure proper authorization before redeeming shares, the
Transfer Agent may request documents such as, but not restricted to, stock
powers, trust instruments, certificates of death, appointments as executor,
certificates of corporate authority and waivers of tax required in some
states when settling estates.

It is suggested that shareholders holding shares registered in other
than individual names contact the Transfer Agent prior to any redemptions
to ensure that all necessary documents accompany the request. When shares
are held in the name of a corporation, trust, fiduciary agent, attorney or
partnership, the Transfer Agent requires, in addition to the stock power,
certified evidence of authority to sign. These procedures are for the
protection of shareholders and should be followed to ensure prompt payment.
Redemption requests must not be conditional as to date or price of the
redemption. Proceeds of a redemption will be sent within seven business
days after receipt by the Transfer Agent of a request for redemption that
complies with the above requirements. Delays of more than seven days of
payment for shares tendered for repurchase or redemption may result, but
only until the purchase check has cleared.

The requirements for IRA redemptions are different from those for
regular accounts. For more information call 1-800-225-5163.

Redemption-in-Kind

The Corporation 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 a Fund and valued as they are for purposes
of computing a 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 into cash. The Corporation has elected,
however, to be governed by Rule 18f-1 under the 1940 Act as a result of
which each 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 that Fund at the beginning of the
period.

Other Information

Clients, officers or employees of the Adviser or of an affiliated
organization, and members of such clients', officers' or employees'
immediate families, banks and members of the NASD may direct repurchase
requests to the Fund through Scudder Investor Services, Inc. at Two
International Place , Boston, Massachusetts 02110- 4103 by letter,
fax, TWX, or telephone. A two-part confirmation will be mailed out
promptly after receipt of the repurchase request. A written request in
good order with a proper original signature guarantee, as
described in the Funds' Prospectuses under "Transaction information--
Signature guarantees, " should be sent with a copy of the invoice to
Scudder Funds, c/o Scudder Confirmed Processing, Two International
Place , Boston, Massachusetts 02110- 4103 . Failure to deliver
shares or required documents (see above) by the settlement date may result
in cancellation of the trade and the shareholder will be responsible for
any loss incurred by the Fund or the principal underwriter by reason of
such cancellation. Net losses on such transactions which are not recovered
from the shareholder will be absorbed by the principal underwriter. Any
net gains so resulting will accrue to the Fund. For this group, repurchases
will be carried out at the net asset value next computed after such
repurchase requests have been received. The arrangements described in this
paragraph for repurchasing shares are discretionary and may be discontinued
at any time.

If a shareholder redeems all shares in the account after the record
date of a dividend , the shareholder receives in addition to the net
asset value thereof, all declared but unpaid dividends thereon. The value
of shares redeemed or repurchased may be more or less than the
shareholder's cost depending on the net asset value at the time of
redemption or repurchase. Each Fund does not impose a repurchase charge,
although a wire charge may be applicable for redemption proceeds wired to
an investor's bank account. Redemption of shares, including redemptions
undertaken to effect an exchange for shares of another Scudder fund, may
result in tax consequences (gain or loss) to the shareholder and the
proceeds of such redemptions may be subject to backup withholding. (See
"TAXES.")

Shareholders who wish to redeem shares from Special Plan Accounts
should contact the employer, trustee or custodian of the Plan for the
requirements.

The determination of net asset value and a shareholder's right to
redeem shares and to receive payment may be suspended at times (a) during
which the Exchange is closed, other than customary weekend and holiday
closings, (b) during which trading on the Exchange is restricted for any
reason, (c) during which an emergency exists as a result of which disposal
by a Fund of securities owned by it is not reasonably practicable or it is
not reasonably practicable for a Fund fairly to determine the value of its
net assets, or (d) during which the SEC by order permits a
suspension of the right of redemption or a postponement of the date of
payment or of redemption; provided that applicable rules and regulations of
the SEC (or any succeeding governmental authority) shall govern as
to whether the conditions prescribed in (b), (c) or (d) exist.

If transactions at any time reduce a shareholder's account balance in
the Corporation to below $1000 in value, the Corporation will notify the
shareholder that, unless the account balance is brought up to at least
$1000, the Corporation will redeem all shares and close the account by
sending redemption proceeds to the shareholder. The shareholder has sixty
days to bring the account balance up to $1000 before any action will be
taken by the Corporation. (This policy applies to accounts of new
shareholders, but does not apply to certain Special Plan Accounts.) The
Directors have the authority to change the minimum account size.

FEATURES AND SERVICES OFFERED BY THE FUNDS

(See "Shareholder benefits" in the Funds' prospectuses.)

The Pure No-Load(tm) Concept

Investors are encouraged to be aware of the full ramifications of
mutual fund fee structures, and of how Scudder distinguishes its funds from
the vast majority of mutual funds available today. The primary distinction
is between load and no-load funds.

Load funds generally are defined as mutual funds that charge a fee for
the sale and distribution of fund shares. There are three types of loads:
front-end loads, back-end loads, and asset-based 12b-1 fees. 12b-1 fees
are distribution-related fees charged against fund assets and are distinct
from service fees, which are charged for personal services and/or
maintenance of shareholder accounts. Asset-based sales charges and service
fees are typically paid pursuant to distribution plans adopted under 12b-1
under the 1940 Act.

A front-end load is a sales charge, which can be as high as 8.50% of
the amount invested. A back-end load is a contingent deferred sales charge,
which can be as high as 8.50% of either the amount invested or redeemed.
The maximum front-end or back-end load varies, and depends upon whether or
not a fund also charges a 12b-1 fee and/or a service fee or offers
investors various sales-related services such as dividend reinvestment.
The maximum charge for a 12b-1 fee is 0.75% of a fund's average annual net
assets, and the maximum charge for a service fee is 0.25% of a fund's
average annual net assets.

A no-load fund does not charge a front-end or back-end load, but can
charge a small 12b-1 fee and/or service fee against fund assets. Under the
NASD Rules of Fair Practice, a mutual fund can call itself a "no-
load" fund only if the 12b-1 fee and/or service fee does not exceed 0.25%
of a fund's average annual net assets.

Because Scudder funds do not pay any asset-based sales charges or
service fees, Scudder developed and trademarked the phrase pure no-load(tm)
to distinguish Scudder funds from other no-load mutual funds. Scudder
pioneered the no-load concept when it created the nation's first no-load
fund in 1928, and later developed the nation's first family of no-load
mutual funds.

The following chart shows the potential long-term advantage of
investing $10,000 in a Scudder pure no-load fund over investing the same
amount in a load fund that collects an 8.50% front-end load, a load fund
that collects only a 0.75% 12b-1 and/or service fee, and a no-load fund
charging only a 0.25% 12b-1 and/or service fee. The hypothetical figures
in the chart show the value of an account assuming a constant 10% rate of
return over the time periods indicated and reinvestment of dividends and
distributions.
<TABLE>
<CAPTION>
Scudder Load Fund No-Load Fund
Pure No- 8.50% Load with 0.75% with 0.25%
YEARS Load(tm) Fund Fund 12b-1 Fee 12b-1 Fee
----- ------------- ---- --------- ---------
<C> <C> <C> <C> <C>
10 $25,937 $23,733 $24,222 $25,354
15 41,772 38,222 37,698 40,371
20 67,275 61,557 58,672 64,282
</TABLE>

Investors are encouraged to review the fee tables on page 2 of each
Fund's prospectus for more specific information about the rates at which
management fees and other expenses are assessed.

Distribution Plan s

Investors have freedom to choose whether to receive cash or to
reinvest any dividends from net investment income or distributions from
realized capital gains in additional shares of the Fund. A change of
instructions for the method of payment must be given to the Transfer Agent
in writing at least five days prior to a dividend record date.
Shareholders may change their dividend option by calling 1-800-225-5163.

Reinvestment is usually made at the closing net asset value determined
on the business day following the record date. Investors may leave
standing instructions with the Transfer Agent designating their option for
either reinvestment or cash distribution of any income dividends or capital
gains distributions. If no election is made, dividends and distributions
will be invested in additional shares of the Fund.

Investors may also have dividends and distributions automatically
deposited to their predesignated bank account through Scudder's
DistributionsDirect Program. Shareholders who elect to participate in the
DistributionsDirect Program, and whose predesignated checking account of
record is with a member bank of the Automated Clearing House Network (ACH)
can have income and capital gain distributions automatically deposited to
their personal bank account usually within three business days after the
Fund pays its distribution. A DistributionsDirect request form can be
obtained by calling 1-800-225-5163. Confirmation statements will be mailed
to shareholders as notification that distributions have been deposited.

Investors choosing to participate in Scudder's Automatic Withdrawal
Plan must reinvest any dividends or capital gains. For most retirement
plan accounts, the reinvestment of dividends and capital gains is also
required.

Scudder Funds Centers

Investors may visit any of the Centers maintained by Scudder Investor
Services, Inc. listed in the Funds' prospectuses. The Centers are designed
to provide individuals with services during any business day. Investors
may pick up literature or find assistance with opening an account, adding
monies or special options to existing accounts, making exchanges within the
Scudder Family of Funds, redeeming shares or opening retirement plans.
Checks should not be mailed to the Centers but should be mailed to "The
Scudder Funds" at the address listed under "How to contact Scudder" in the
prospectuses.

Reports to Shareholders

The Corporation issues to its shareholders audited semiannual
financial statements, including a list of investments held and statements
of assets and liabilities, operations, changes in net assets and
financial highlights. The Corporation presently intends to
distribute to shareholders informal quarterly reports during the
intervening quarters, containing a statement of the investments of a Fund.
Each distribution will be accompanied by a brief explanation of the source
of the distribution.

Transaction Summaries

Annual summaries of all transactions in each Fund account are
available to shareholders. The summaries may be obtained by calling 1-
800-225-5163.

THE SCUDDER FAMILY OF FUNDS

(See "Investment products and services" in the Funds' prospectuses.)

The Scudder Family of Funds is America's first family of mutual funds
and the nation's oldest family of no-load mutual funds. To assist
investors in choosing a Scudder fund, descriptions of the Scudder funds'
objectives follow. Initial purchases in each Scudder fund must be at least
$1,000 or $500 in the case of IRAs. Subsequent purchases must be for $100
or more. Minimum investments for special plan accounts may be lower.

MONEY MARKET

Scudder Cash Investment Trust ("SCIT") seeks to maintain the stability
of capital, and consistent therewith, to maintain the liquidity of
capital and to provide current income through investment in a
supervised portfolio of short-term debt securities. SCIT intends to
seek to maintain a constant net asset value of $1.00 per share,
although in certain circumstances this may not be possible.

Scudder U.S. Treasury Money Fund seeks to provide safety, liquidity
and stability of capital and consistent therewith to provide current
income through investment in a supervised portfolio of U.S. Government
and U.S. Government guaranteed obligations with maturities of not more
than 762 calendar days . The Fund intends to seek to maintain a
constant net asset value of $1.00 per share, although in certain
circumstances this may not be possible.

INCOME

Scudder Emerging Markets Income Fund seeks to provide high current
income and, secondarily, long-term capital appreciation through
investments primarily in high-yielding debt securities issued in
emerging markets.

Scudder GNMA Fund seeks to provide investors with high current income
from a portfolio of high-quality GNMA securities.

Scudder Income Fund seeks to earn a high level of income consistent
with the prudent investment of capital through a flexible investment
program emphasizing high-grade bonds.

Scudder International Bond Fund seeks to provide income from a
portfolio of high-grade bonds denominated in foreign currencies. As a
secondary objective, the Fund seeks protection and possible
enhancement of principal value by actively managing currency, bond
market and maturity exposure and by security selection.

Scudder Short Term Bond Fund seeks to provide a higher and more stable
level of income than is normally provided by money market investments,
and more price stability than investments in intermediate-and
long-term bonds.

Scudder Short Term Global Income Fund seeks to provide high current
income from a portfolio of high-grade money market instruments and
short-term bonds denominated in foreign currencies and the U.S.
dollar.

Scudder Zero Coupon 2000 Fund seeks to provide as high an investment
return over a selected period as is consistent with the minimization
of reinvestment risks through investments primarily in zero coupon
securities.

TAX FREE MONEY MARKET

Scudder Tax Free Money Fund ("STFMF") is designed to provide investors
with income exempt from regular federal income tax while seeking
stability of principal. STFMF seeks to maintain a constant net asset
value of $1.00 per share, although in certain circumstances this may
not be possible.

Scudder California Tax Free Money Fund* is designed to provide
California taxpayers income exempt from California state and regular
federal income taxes, and seeks stability of capital and the
maintenance of a constant net asset value of $1.00 per share, although
in certain circumstances this may not be possible.

Scudder New York Tax Free Money Fund* is designed to provide New York
taxpayers income exempt from New York state, New York City and regular
federal income taxes, and seeks stability of capital and the
maintenance of a constant net asset value of $1.00 per share, although
in certain circumstances this may not be possible.

TAX FREE

Scudder High Yield Tax Free Fund seeks to provide high income which is
exempt from regular federal income tax by investing in
investment-grade municipal securities.

Scudder Limited Term Tax Free Fund seeks to provide as high a level of
income exempt from regular federal income tax as is consistent with a
high degree of principal stability.

Scudder Managed Municipal Bonds seeks to provide income which is
exempt from regular federal income tax primarily through investments
in long-term municipal securities with an emphasis on high quality.

Scudder Medium Term Tax Free Fund seeks to provide a high level of
income free from regular federal income taxes and to limit principal
fluctuation by investing in high-grade municipal securities of
intermediate maturities.

Scudder California Tax Free Fund* seeks to provide income exempt from
both California and regular federal income taxes through the
professional and efficient management of a portfolio consisting of
California state, municipal and local government obligations.

Scudder Massachusetts Limited Term Tax Free Fund* seeks to provide as
high a level of income exempt from Massachusetts personal and regular
federal income tax as is consistent with a high degree of principal
stability.

Scudder Massachusetts Tax Free Fund* seeks to provide income exempt
from both Massachusetts and regular federal income taxes through the
professional and efficient management of a portfolio consisting of
Massachusetts state, municipal and local government obligations.

Scudder New York Tax Free Fund* seeks to provide income exempt from
New York state, New York City and regular federal income taxes through
the professional and efficient management of a portfolio consisting of
investments in New York state, municipal and local government
obligations.

Scudder Ohio Tax Free Fund* seeks to provide income exempt from both
Ohio and regular federal income taxes through the professional and
efficient management of a portfolio consisting of Ohio state,
municipal and local government obligations.

Scudder Pennsylvania Tax Free Fund* seeks to provide income exempt
from both Pennsylvania and regular federal income taxes through a
portfolio consisting of Pennsylvania state, municipal and local
government obligations.

GROWTH AND INCOME

Scudder Balanced Fund seeks to provide a balance of growth and income,
as well as long-term preservation of capital, from a diversified
portfolio of equity and fixed income securities.

Scudder Growth and Income Fund seeks to provide long-term growth of
capital, current income, and growth of income through a portfolio
invested primarily in common stocks and convertible securities by
companies which offer the prospect of growth of earnings while paying
current dividends.

GROWTH

Scudder Capital Growth Fund seeks to maximize long-term growth of
capital through a broad and flexible investment program emphasizing
common stocks.

Scudder Development Fund seeks to achieve long-term growth of capital
primarily through investments in marketable securities, principally
common stocks, of relatively small or little-known companies which in
the opinion of management have promise of expanding their size and
profitability or of gaining increased market recognition for their
securities, or both.

Scudder Global Fund seeks long-term growth of capital primarily
through a diversified portfolio of marketable equity securities
selected on a worldwide basis. It may also invest in debt securities
of U.S. and foreign issuers. Income is an incidental consideration.

Scudder Global Small Company Fund seeks above-average capital
appreciation over the long term by investing primarily in the equity
securities of small companies located throughout the world.

Scudder Gold Fund seeks maximum return (principal change and income)
consistent with investing in a portfolio of gold-related equity
securities and gold.

Scudder Greater Europe Growth Fund seeks long-term growth of capital
through investments primarily in the equity securities of European
companies.

Scudder International Fund seeks long-term growth of capital through
investment principally in a diversified portfolio of marketable equity
securities selected primarily to permit participation in non-U.S.
companies and economies with prospects for growth. It also invests in
fixed-income securities of foreign governments and companies, with a
view toward total investment return.

Scudder Latin America Fund seeks to provide long-term capital
appreciation through investment primarily in the securities of Latin
American issuers.

Scudder Pacific Opportunities Fund seeks long-term growth of capital
through investment primarily in the equity securities of Pacific Basin
companies, excluding Japan.

Scudder Quality Growth Fund seeks to provide long-term growth of
capital through investment primarily in the equity securities of
seasoned, financially strong U.S. growth companies.

Scudder Value Fund seeks long-term growth of capital through
investment in undervalued equity securities.

The Japan Fund, Inc. seeks capital appreciation through investment in
Japanese securities, primarily in common stocks of Japanese companies.

* These funds are not available for sale in all states. For
information, contact Scudder Investor Services, Inc.

The net asset values of most Scudder Funds can be found daily in the
"Mutual Funds" section of The Wall Street Journal under "Scudder Funds,"
and in other leading newspapers throughout the country. Investors will
notice the net asset value and offering price are the same, reflecting the
fact that no sales commission or "load" is charged on the sale of shares of
the Scudder Funds. The latest seven-day yields for the money-market funds
can be found every Monday and Thursday in the "Money-Market Funds" section
of The Wall Street Journal. This information also may be obtained by
calling the Scudder Automated Information Line (SAIL) at 1-800-343-2890.

The Scudder Family of Funds offers many conveniences and services,
including: active professional investment management; broad and
diversified investment portfolios; pure no-load funds with no commissions
to purchase or redeem shares or Rule 12b-1 distribution fees; individual
attention from a Scudder Service Representative; easy telephone exchanges
into Scudder money market, tax free, income, and growth funds; shares
redeemable at net asset value at any time.

SPECIAL PLAN ACCOUNTS

(See "Scudder tax-advantaged retirement plans," "Purchases--By Automatic
Investment Plan" and "Exchanges and redemptions--By Automatic Withdrawal
Plan" in the Funds' prospectuses.)

Detailed information on any Scudder investment plan, including the
applicable charges, minimum investment requirements and disclosures made
pursuant to Internal Revenue Service (the "IRS") requirements, may be
obtained by contacting Scudder Investor Services, Inc., Two
International Place , Boston, Massachusetts 02110- 4103 or by
calling toll free, 1-800-225-2470. It is advisable for an investor
considering the funding of the investment plans described below to consult
with an attorney or other investment or tax adviser with respect to the
suitability requirements and tax aspects thereof.

Shares of the Fund may also be a permitted investment under profit
sharing and pension plans and IRA's other than those offered by the Fund's
distributor depending on the provisions of the relevant plan or IRA.

None of the plans assures a profit or guarantees protection against
depreciation, especially in declining markets.

Scudder Retirement Plans: Profit-Sharing and Money Purchase
Pension Plans for Corporations and Self-Employed Individuals

Shares of the Fund may be purchased as the investment medium under a
plan in the form of a Scudder Profit-Sharing Plan (including a version of
the Plan which includes a cash-or-deferred feature) or a Scudder Money
Purchase Pension Plan (jointly referred to as the Scudder Retirement Plans)
adopted by a corporation, a self-employed individual or a group of
self-employed individuals (including sole proprietorships and
partnerships), or other qualifying organization. Each of these forms was
approved by the IRS as a prototype. The IRS's approval of an employer's
plan under Section 401(a) of the Code will be greatly facilitated if
it is in such approved form. Under certain circumstances, the IRS will
assume that a plan, adopted in this form, after special notice to any
employees, meets the requirements of Section 401(a) of the Code.

Scudder 401(k): Cash or Deferred Profit-Sharing Plan
for Corporations and Self-Employed Individuals

Shares of the Fund may be purchased as the investment medium under a
plan in the form of a Scudder 401(k) Plan adopted by a corporation, a
self-employed individual or a group of self-employed individuals (including
sole proprietors and partnerships), or other qualifying organization. This
plan has been approved as a prototype by the IRS.

Scudder IRA: Individual Retirement Account

Shares of the Fund may be purchased as the underlying investment for
an Individual Retirement Account which meets the requirements of Section
408(a) of the Code.

A single individual who is not an active participant in an
employer-maintained retirement plan, a simplified employee pension plan, or
a tax-deferred annuity program (a "qualified plan"), and a married
individual who is not an active participant in a qualified plan and whose
spouse is also not an active participant in a qualified plan, are eligible
to make tax deductible contributions of up to $2,000 to an IRA prior to the
year such individual attains age 70 1/2. In addition, certain individuals
who are active participants in qualified plans (or who have spouses who are
active participants) are also eligible to make tax-deductible contributions
to an IRA; the annual amount, if any, of the contribution which such an
individual will be eligible to deduct will be determined by the amount of
his, her, or their adjusted gross income for the year. Whenever the
adjusted gross income limitation prohibits an individual from contributing
what would otherwise be the maximum tax-deductible contribution he or she
could make, the individual will be eligible to contribute the difference to
an IRA in the form of nondeductible contributions.

An eligible individual may contribute as much as $2,000 of qualified
income (earned income or, under certain circumstances, alimony) to an IRA
each year (up to $2,250 for married couples if one spouse has earned income
of no more than $250). All income and capital gains derived from IRA
investments are reinvested and compound tax-deferred until distributed.
Such tax-deferred compounding can lead to substantial retirement savings.

The table below shows how much individuals would accumulate in a fully
tax-deductible IRA by age 65 (before any distributions) if they contribute
$2,000 at the beginning of each year, assuming average annual returns of 5,
10, and 15%. (At withdrawal, accumulations in this table will be taxable.)

Value of IRA at Age 65
Assuming $2,000 Deductible Annual Contribution
<TABLE>
<CAPTION>
Starting
Age of Annual Rate
of Return
Contributions 5% 10% 15%
- ------------- ---- ---- ----
<S> <C> <C> <C>
25 $253,680 $973,704 $4,091,908
35 139,522 361,887 999,914
45 69,439 126,005 235,620
55 26,414 35,062 46,699
</TABLE>
This next table shows how much individuals would accumulate in non-IRA
accounts by age 65 if they start with $2,000 in pretax earned income at the
beginning of each year (which is $1,380 after taxes are paid), assuming
average annual returns of 5, 10 and 15%. (At withdrawal, a portion of the
accumulation in this table will be taxable.)

Value of a Non-IRA Account at
Age 65 Assuming $1,380 Annual Contributions
(post tax, $2,000 pretax) and a 31% Tax Bracket
<TABLE>
<CAPTION>
Starting
Age of Annual Rate
of Return
Contributions 5% 10% 15%
- ------------- ---- ---- ----
<S> <C> <C> <C>
25 $119,318 $287,021 $741,431
35 73,094 136,868 267,697
45 40,166 59,821 90,764
55 16,709 20,286 24,681
</TABLE>
Scudder 403(b) Plan

Shares of the Fund may also be purchased as the underlying investment
for tax sheltered annuity plans under the provisions of Section 403(b)(7)
of the Code. In general, employees of tax-exempt organizations
described in Section 501(c)(3) of the Code (such as hospitals,
churches, religious, scientific, or literary organizations and educational
institutions) or a public school system are eligible to participate in a
403(b) plan.

Automatic Withdrawal Plan

Non-retirement plan shareholders who currently own or purchase $10,000
or more of shares of the Fund may establish an Automatic Withdrawal Plan.
The investor can then receive monthly, quarterly or periodic redemptions
from his or her account for any designated amount of $50 or more. Payments
are mailed at the end of each month. The check amounts may be based on the
redemption of a fixed dollar amount, fixed share amount, percent of account
value or declining balance. The Plan provides for income dividends and
capital gains distributions, if any, to be reinvested in additional shares.
Shares are then liquidated as necessary to provide for withdrawal payments.
Since the withdrawals are in amounts selected by the investor and have no
relationship to yield or income, payments received cannot be considered as
yield or income on the investment and the resulting liquidations may
deplete or possibly extinguish the initial investment. Requests for
increases in withdrawal amounts or to change payee must be submitted in
writing, signed exactly as the account is registered and contain signature
guarantee(s) as described under "Transaction information--Redeeming shares-
- - Signature guarantees " in each Fund's prospectus. Any such requests
must be received by the Funds' transfer agent by the 15th of the month in
which such change is to take effect. An Automatic Withdrawal Plan may be
terminated at any time by the shareholder, the Corporation or its agent on
written notice, and will be terminated when all shares of a Fund under the
Plan have been liquidated or upon receipt by the Corporation of notice of
death of the shareholder.

An Automatic Withdrawal Plan request form can be obtained by calling 1-
800-225-5163.

Group or Salary Deduction Plan

An investor may join a Group or Salary Deduction Plan where
satisfactory arrangements have been made with Scudder Investor Services,
Inc. for forwarding regular investments through a single source. The
minimum annual investment is $240 per investor which may be made in
monthly, quarterly, semiannual or annual payments. The minimum monthly
deposit per investor is $20. Except for trustees or custodian fees for
certain retirement plans, at present there is no separate charge for
maintaining group or salary deduction plans; however, the Corporation and
its agents reserve the right to establish a maintenance charge in the
future depending on the services required by the investor.

The Corporation reserves the right, after notice has been given to the
shareholder, to redeem and close a shareholder's account in the event that
the shareholder ceases participating in the group plan prior to investment
of $1,000 per individual or in the event of a redemption which occurs prior
to the accumulation of that amount or which reduces the account value to
less than $1,000 and the account value is not increased to $1,000 within a
reasonable time after notification. An investor in a plan who has not
purchased shares for six months shall be presumed to have stopped making
payments under the plan.

Automatic Investment Plan

Shareholders may arrange to make periodic investments through
automatic deductions from checking accounts by completing the appropriate
form and providing the necessary documentation to establish this service.
The minimum investment is $50.

The Automatic Investment Plan involves an investment strategy called
dollar cost averaging. Dollar cost averaging is a method of investing
whereby a specific dollar amount is invested at regular intervals. By
investing the same dollar amount each period, when shares are priced low
the investor will purchase more shares than when the share price is higher.
Over a period of time this investment approach may allow the investor to
reduce the average price of the shares purchased. However, this investment
approach does not assure a profit or protect against loss. This type of
regular investment program may be suitable for various investment goals
such as, but not limited to, college planning or saving for a home.

Uniform Transfers/Gifts to Minors Act

Grandparents, parents or other donors may set up custodian accounts
for minors. The minimum initial investment is $1,000 unless the donor
agrees to continue to make regular share purchases for the account through
Scudder's Automatic Investment Plan . In this case, the minimum
initial investment is $500.

The Corporation reserves the right, after notice has been given to the
shareholder and Custodian, to redeem and close a shareholder's account in
the event that regular investments to the account cease before the $1,000
minimum is reached.

Scudder Trust Company

Annual service fees are paid by the Fund to Scudder Trust Company, an
affiliate of the Adviser, for certain retirement plan accounts and are
included in the fees paid to the Transfer Agent.

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

(See "Distribution and performance information--Dividends and
capital gains distributions" in the Funds' prospectuses.)

Each Fund intends to follow the practice of distributing all of its
investment company taxable income, which includes any excess of net
realized short-term capital gains over net realized long-term capital
losses. A Fund may follow the practice of distributing the entire excess
of net realized long-term capital gains over net realized short-term
capital losses. However, a Fund may retain all or part of such gain for
reinvestment after paying the related federal income taxes for which the
shareholders may then be asked to claim a credit against their federal
income tax liability. (See "TAXES.")

If a Fund does not distribute an amount of capital gain and/or
ordinary income required to be distributed by an excise tax provision of
the Code, it may be subject to such tax. (See "TAXES.") In certain
circumstances, a Fund may determine that it is in the interest of
shareholders to distribute less than such an amount.

Earnings and profits distributed to shareholders on redemptions of
Fund shares may be utilized by the Fund, to the extent permissible, as part
of the Fund's dividend paid deduction on its federal tax return.

The Corporation intends to distribute the Funds' investment company
taxable income and any net realized capital gains in December to avoid
federal excise tax, although an additional distribution may be made within
three months of the Funds' fiscal year end, if necessary. Both types of
distributions will be made in shares of the Funds and confirmations will be
mailed to each shareholder unless a shareholder has elected to receive
cash, in which case a check will be sent. Distributions of investment
company taxable income and net realized capital gains are taxable (See
"TAXES"), whether made in shares or cash.

Each distribution is accompanied by a brief explanation of the form
and character of the distribution. The characterization of distributions
on such correspondence may differ from the characterization for federal tax
purposes. In January of each year the Funds issue to each shareholder a
statement of the federal income tax status of all distributions in the
prior calendar year.

PERFORMANCE INFORMATION

(See "Distribution and performance information--Performance information" in
the Funds' prospectuses.)

From time to time, quotations of the Funds' performance may be
included in advertisements, sales literature or reports to shareholders or
prospective investors. These performance figures will be calculated in the
following manner:

Average Annual Total Return

Average Annual Total Return is the average annual compound rate of
return for the periods of one year and the life of a Fund, ended on the
last day of a recent calendar quarter. Average Annual Total Return
quotations reflect changes in the price of the Funds' shares and assume
that all dividends and capital gains distributions during the respective
periods were reinvested in Fund shares. Average annual total return is
calculated by finding the average annual compound rates of return of a
hypothetical investment over such periods, according to the following
formula (average annual total return is then expressed as a percentage):

T = (ERV/P)^(1/n) - 1
Where:

T = Average Annual Total Return
P = a hypothetical initial payment of $1,000
n = number of years
ERV = ending redeemable value: ERV is the value, at
the end of the applicable period, of a
hypothetical $1,000 investment made at the
beginning of the applicable period.

Average Annual Total Return for the periods ended October 31, 1994

One year Life of Fund
(1)

Latin America 33.43%* 45.90%*
Fund

Pacific 8.97% 22.62%*
Opportunities
Fund

(1) For the period beginning December 8, 1992
(commencement of operations for each Fund).

* The Adviser maintained Fund expenses for the period
December 8, 1992 through October 31, 1993 for both Funds
and for the fiscal year ended October 31, 1994 for Latin
America Fund. For Latin America Fund, the Average Annual
Total Return for one year and for the life of the Fund,
had the Adviser not maintained the Fund's expenses, would
have been approximately 33.37% and 45.65%, respectively.
For Pacific Opportunities Fund, the Average Annual Total
Return for the life of the Fund had the Adviser not
maintained the Fund's expenses would have been
approximately 22.47%.

As described above, average annual total return is based on historical
earnings and is not intended to indicate future performance. Average
annual total return for a Fund will vary based on changes in market
conditions and the level of a Fund's expenses.

In connection with communicating its average annual total return to
current or prospective shareholders, a Fund also may compare these figures
to the performance of other mutual funds tracked by mutual fund rating
services or to unmanaged indices which may assume reinvestment of dividends
but generally do not reflect deductions for administrative and management
costs.

Cumulative Total Return

Cumulative Total Return is the compound rate of return on a
hypothetical initial investment of $1,000 for a specified period.
Cumulative Total Return quotations reflect changes in the price of the
Funds' shares and assume that all dividends and capital gains distributions
during the period were reinvested in Fund shares. Cumulative Total Return
is calculated by finding the cumulative rates of return of a hypothetical
investment over such periods, according to the following formula
(cumulative total return is then expressed as a percentage):

C = (ERV/P) -1
Where:

C = Cumulative Total Return
P = a hypothetical initial investment of $1,000
ERV = ending redeemable value: ERV is the value, at
the end of the applicable period, of a
hypothetical $1,000 investment made at the
beginning of the applicable period.

Cumulative Total Return for the periods ended October 31, 1994

One year Life of Fund
(1)

Latin America 33.43% 104.70%
Fund

Pacific 8.97% 47.20%
Opportunities
Fund

(1) For the period beginning December 8, 1992 (commencement of
operations for each Fund).

Total Return

Total return is the rate of return on an investment for a specified
period of time calculated in the same manner as cumulative total return.

Capital Change

Capital change measures the return from invested capital including
reinvested capital gains distributions. Capital change does not include
the reinvestment of income dividends.

Quotations of the Funds' performance are historical and are not
intended to indicate future performance. An investor's shares when
redeemed may be worth more or less than their original cost. Performance
of a Fund will vary based on changes in market conditions and the level of
the Funds' expenses.

Comparison of Fund Performance

A comparison of the quoted non-standard performance offered for
various investments is valid only if performance is calculated in the same
manner. Since there are different methods of calculating performance,
investors should consider the effects of the methods used to calculate
performance when comparing performance of a Fund with performance quoted
with respect to other investment companies or types of investments.

In connection with communicating its performance to current or
prospective shareholders, a Fund also may compare these figures to the
performance of unmanaged indices which may assume reinvestment of dividends
or interest but generally do not reflect deductions for administrative and
management costs. Examples include, but are not limited to the Dow Jones
Industrial Average, the Consumer Price Index, Standard & Poor's 500
Composite Stock Price Index (S&P 500), the NASDAQ OTC Composite Index, the
NASDAQ Industrials Index, the Russell 2000 Index, and statistics published
by the Small Business Administration.

Because some or all each Fund's investments are denominated in foreign
currencies, the strength or weakness of the U.S. dollar as against these
currencies may account for part that Fund's investment performance.
Historical information on the value of the dollar versus foreign currencies
may be used from time to time in advertisements concerning the Funds. Such
historical information is not indicative of future fluctuations in the
value of the U.S. dollar against these currencies. In addition, marketing
materials may cite country and economic statistics and historical stock
market performance for any of the countries in which either Fund invests,
including, but not limited to, the following: population growth, gross
domestic product, inflation rate, average stock market price-earnings
ratios and the total value of stock markets. Sources for such statistics
may include official publications of various foreign governments and
exchanges.

From time to time, in advertising and marketing literature, a Fund's
performance may be compared to the performance of broad groups of mutual
funds with similar investment goals, as tracked by independent
organizations such as, Investment Company Data, Inc. ("ICD"), Lipper
Analytical Services, Inc. ("Lipper"), CDA Investment Technologies, Inc.
("CDA"), Morningstar, Inc., Value Line Mutual Fund Survey and other
independent organizations. When these organizations' tracking results are
used, a Fund will be compared to the appropriate fund category, that is, by
fund objective and portfolio holdings, or to the appropriate volatility
grouping, where volatility is a measure of a fund's risk. For instance, a
Scudder growth fund will be compared to funds in the growth fund category;
a Scudder income fund will be compared to funds in the income fund
category; and so on. Scudder funds (except for money market funds) may
also be compared to funds with similar volatility, as measured
statistically by independent organizations. In addition, a Fund's
performance may also be compared to the performance of broad groups of
comparable mutual funds. Indices with which a Fund's performance may be
compared include, but are not limited to, the following:

The Europe/Australia/Far East (EAFE) Index
Morgan Stanley Capital International World Index
J.P. Morgan Global Traded Bond Index
Salomon Brothers World Government Bond Index
NASDAQ Composite Index
Wilshire 5000 Stock Index

The following graph illustrates the historical risks and returns of
selected indices which track the performance of various combinations of
United States and international securities for the ten year period ended
December 31, 1994; results for other periods may vary. The graph uses ten
year annualized international returns represented by the Morgan Stanley
Capital International Europe, Australia and Far East (EAFE) Index and ten
year annualized United States returns represented by the S&P 500 Index.
Risk is measured by the standard deviation in overall portfolio performance
within each index. Performance of an index is historical, and does not
represent the performance of a Fund, and is not a guarantee of future
results.

(X-Y CHART TITLE) EFFICIENT FRONTIER

MSCI EAFE vs. S&P 500 (12/31/84-12/31/94)
(CHART DATA)
<TABLE>
<CAPTION>
Data Point Labels X-Axis Y-Axis
Standard Deviation Total Return
<S> <C> <C>
100% Int'l MSCI EAFE 19.35 17.55
10 US/90 Int'l 18.13 17.23
20/80 17.03 16.91
30 U.S./70 Int'l 16.07 16.59
40/60 15.29 16.27
50 U.S./50Int'l 14.70 15.96
60/40 14.34 15.64
70 U.S./30 Int'l 14.21 15.32
80/20 14.33 15.00
90 U.S./10 Int'l 14.69 14.68
100% U.S. S&P 500 15.27 14.36
</TABLE>

Source: Lipper Analytical Services, Inc. (Data as of 12/31/94)

From time to time, in marketing and other Fund literature, Directors
and officers of the Funds, the Funds' portfolio manager, or members of the
portfolio management team may be depicted and quoted to give prospective
and current shareholders a better sense of the outlook and approach of
those who manage the Funds. In addition, the amount of assets that
the Adviser has under management in various geographical areas may be
quoted in advertising and marketing materials.

The Funds may be advertised as an investment choice in Scudder's
college planning program. The description may contain illustrations of
projected future college costs based on assumed rates of inflation and
examples of hypothetical fund performance, calculated as described above.

Statistical and other information, as provided by the Social Security
Administration, may be used in marketing materials pertaining to retirement
planning in order to estimate future payouts of social security benefits.
Estimates may be used on demographic and economic data.

Marketing and other Fund literature may include a description of the
potential risks and rewards associated with an investment in the Funds.
The description may include a "risk/return spectrum" which compares the
Funds to other Scudder funds or broad categories of funds, such as money
market, bond or equity funds, in terms of potential risks and returns.
Money market funds are designed to maintain a constant $1.00 share price
and have a fluctuating yield. Share price, yield and total return of a
bond fund will fluctuate. The share price and return of an equity fund
also will fluctuate. The description may also compare the Funds to bank
products, such as certificates of deposit. Unlike mutual funds,
certificates of deposit are insured up to $100,000 by the U.S. government
and offer a fixed rate of return.

Because bank products guarantee the principal value of an investment
and money market funds seek stability of principal, these investments are
considered to be less risky than investments in either bond or equity
funds, which may involve the loss of principal. However, all long-term
investments, including investments in bank products, may be subject to
inflation risk, which is the risk of erosion of the value of an investment
as prices increase over a long time period. The risks/returns associated
with an investment in bond or equity funds depend upon many factors. For
bond funds these factors include, but are not limited to, a fund's overall
investment objective, the average portfolio maturity, credit quality of the
securities held, and interest rate movements. For equity funds, factors
include a fund's overall investment objective, the types of equity
securities held and the financial position of the issuers of the
securities. The risks/returns associated with an investment in
international bond or equity funds also will depend upon currency exchange
rate fluctuation.

A risk/return spectrum generally will position the various investment
categories in the following order: bank products, money market funds, bond
funds and equity funds. Shorter-term bond funds generally are considered
less risky and offer the potential for less return than longer-term bond
funds. The same is true of domestic bond funds relative to international
bond funds, and bond funds that purchase higher quality securities relative
to bond funds that purchase lower quality securities. Growth and income
equity funds are generally considered to be less risky and offer the
potential for less return than growth funds. In addition, international
equity funds usually are considered more risky than domestic equity funds
but generally offer the potential for greater return.

Risk/return spectrums also may depict funds that invest in both
domestic and foreign securities or a combination of bond and equity
securities.

Evaluation of Fund performance or other relevant statistical
information made by independent sources may also be used in
advertisements concerning the Funds, including reprints of, or selections
from, editorials or articles about these Funds. Sources for Fund
performance information and articles about the Funds may include the
following:

American Association of Individual Investors' Journal, a monthly
publication of the AAII that includes articles on investment analysis
techniques.

Asian Wall Street Journal, a weekly Asian newspaper that often reviews U.S.
mutual funds investing internationally.

Banxquote, an on-line source of national averages for leading money market
and bank CD interest rates, published on a weekly basis by Masterfund, Inc.
of Wilmington, Delaware.

Barron's, a Dow Jones and Company, Inc. business and financial weekly that
periodically reviews mutual fund performance data.

Business Week, a national business weekly that periodically reports the
performance rankings and ratings of a variety of mutual funds investing
abroad.

CDA Investment Technologies, Inc., an organization which provides
performance and ranking information through examining the dollar results of
hypothetical mutual fund investments and comparing these results against
appropriate market indices.

Consumer Digest, a monthly business/financial magazine that includes a
"Money Watch" section featuring financial news.

Financial Times, Europe's business newspaper, which features from time to
time articles on international or country-specific funds.

Financial World, a general business/financial magazine that includes a
"Market Watch" department reporting on activities in the mutual fund
industry.

Forbes, a national business publication that from time to time reports the
performance of specific investment companies in the mutual fund industry.

Fortune, a national business publication that periodically rates the
performance of a variety of mutual funds.

The Frank Russell Company, a West-Coast investment management firm that
periodically evaluates international stock markets and compares foreign
equity market performance to U.S. stock market performance.

Global Investor, a European publication that periodically reviews the
performance of U.S. mutual funds investing internationally.

IBC/Donoghue's Money Fund Report, a weekly publication of the Donoghue
Organization, Inc., of Holliston, Massachusetts, reporting on the
performance of the nation's money market funds, summarizing money market
fund activity and including certain averages as performance benchmarks,
specifically "Donoghue's Money Fund Average," and "Donoghue's Government
Money Fund Average."

Ibbotson Associates, Inc., a company specializing in investment research
and data.

Investment Company Data, Inc., an independent organization which provides
performance ranking information for broad classes of mutual funds.

Investor's Daily, a daily newspaper that features financial, economic, and
business news.

Kiplinger's Personal Finance Magazine, a monthly investment advisory
publication that periodically features the performance of a variety of
securities.

Lipper Analytical Services, Inc.'s Mutual Fund Performance Analysis, a
weekly publication of industry-wide mutual fund averages by type of fund.

Money, a monthly magazine that from time to time features both specific
funds and the mutual fund industry as a whole.

Morgan Stanley International, an integrated investment banking firm that
compiles statistical information.

Mutual Fund Values, a biweekly Morningstar, Inc. publication that provides
ratings of mutual funds based on fund performance, risk and portfolio
characteristics.

The New York Times, a nationally distributed newspaper which regularly
covers financial news.

The No-Load Fund Investor, a monthly newsletter, published by Sheldon
Jacobs, that includes mutual fund performance data and recommendations for
the mutual fund investor.

No-Load Fund*X, a monthly newsletter, published by DAL Investment Company,
Inc., that reports on mutual fund performance, rates funds and discusses
investment strategies for the mutual fund investor.

Personal Investing News, a monthly news publication that often reports on
investment opportunities and market conditions.

Personal Investor, a monthly investment advisory publication that includes
a "Mutual Funds Outlook" section reporting on mutual fund performance
measures, yields, indices and portfolio holdings.

Smart Money, a national personal finance magazine published monthly by Dow
Jones and Company, Inc. and The Hearst Corporation. Focus is placed on
ideas for investing, spending and saving.

Success, a monthly magazine targeted to the world of entrepreneurs and
growing business, often featuring mutual fund performance data.

United Mutual Fund Selector, a semi-monthly investment newsletter,
published by Babson United Investment Advisors, that includes mutual fund
performance data and reviews of mutual fund portfolios and investment
strategies.

USA Today, a leading national daily newspaper.

U.S. News and World Report, a national business weekly that periodically
reports mutual fund performance data.

Wall Street Journal, a Dow Jones and Company, Inc. newspaper which
regularly covers financial news.

Wiesenberger Investment Companies Services, an annual compendium of
information about mutual funds and other investment companies, including
comparative data on funds' backgrounds, management policies, salient
features, management results, income and dividend records and price ranges.

Working Woman, a monthly publication that features a "Financial Workshop"
section reporting on the mutual fund/financial industry.

Worth, a national publication put out 10 times per year by Capital
Publishing Company, a subsidiary of Fidelity Investments. Focus is placed
on personal financial journalism.

ORGANIZATION OF THE FUND S

(See "Fund organization" in the Funds' prospectuses.)

The Corporation was organized as Scudder Fund of Canada Ltd. in Canada
in 1953 by the investment management firm of Scudder, Stevens & Clark. On
March 16, 1964, the name of the Corporation was changed to Scudder
International Investments Ltd. On July 31, 1975, the corporate domicile of
the Corporation was changed to the United States through the transfer of
its net assets to a newly formed Maryland corporation, Scudder
International Fund, Inc., in exchange for shares of the Corporation which
then were distributed to the shareholders of the Corporation.

The authorized capital stock of the Corporation consists of 400
million shares of a par value of $.01 each, all of one class and all having
equal rights as to voting, redemption, dividends and liquidation.
Shareholders have one vote for each share held. The Corporation's capital
stock is comprised of four series: Scudder International Fund, the
original series; Scudder Latin America Fund and Scudder Pacific
Opportunities Fund, both organized in December, 1992 and Scudder Greater
Europe Growth Fund, organized in August, 1994. Each series consists of
100 million shares. The Directors have the authority to issue additional
series of shares and to designate the relative rights and preferences as
between the different series. All shares issued and outstanding are fully
paid and non-assessable, transferable, and redeemable at net asset value at
the option of the shareholder. Shares have no pre-emptive or conversion
rights.

The shares of the Corporation have non-cumulative voting rights, which
means that the holders of more than 50% of the shares voting for the
election of Directors can elect 100% of the Directors if they choose to do
so, and, in such event, the holders of the remaining less than 50% of the
shares voting for the election of Directors will not be able to elect any
person or persons to the Board of Directors. The assets of the Corporation
received for the issue or sale of the shares of each series and all income,
earnings, profits and proceeds thereof, subject only to the rights of
creditors, are specifically allocated to such series and constitute the
underlying assets of such series. The underlying assets of each series are
segregated on the books of account, and are to be charged with the
liabilities in respect to such series and with such a share of the general
liabilities of the Corporation. If a series were unable to meet its
obligations, the assets of all other series may in some circumstances be
available to creditors for that purpose, in which case the assets of such
other series could be used to meet liabilities which are not otherwise
properly chargeable to them. Expenses with respect to any two or more
series are to be allocated in proportion to the asset value of the
respective series except where allocations of direct expenses can otherwise
be fairly made. The officers of the Corporation, subject to the general
supervision of the Directors, have the power to determine which liabilities
are allocable to a given series, or which are general or allocable to two
or more series. In the event of the dissolution or liquidation of the
Corporation or any series, the holders of the shares of any series are
entitled to receive as a class the underlying assets of such shares
available for distribution to shareholders.

Shares of the Corporation entitle their holders to one vote per share;
however, separate votes are taken by each series on matters affecting an
individual series. For example, a change in investment policy for a series
would be voted upon only by shareholders of the series involved.
Additionally, approval of the investment advisory agreement is a matter to
be determined separately by each series. Approval by the shareholders of
one series is effective as to that series whether or not enough votes are
received from the shareholders of the other series to approve such
agreement as to the other series.

The Directors, in their discretion, may authorize the division of
shares of the Corporation (or shares of a series) into different classes
permitting shares of different classes to be distributed by different
methods. Although shareholders of different classes of a series would have
an interest in the same portfolio of assets, shareholders of different
classes may bear different expenses in connection with different methods of
distribution. The Directors have no present intention of taking the action
necessary to effect the division of shares into separate classes (which
under present regulations would require the Corporation first to obtain an
exemptive order of the SEC ) nor of changing the method of
distribution of shares of the Fund.

The Corporation's Amended and Restated Certificate of Incorporation
(the "Articles") provide that the Directors of the Corporation, to the
fullest extent permitted by Maryland General Corporation Law and the 1940
Act, shall not be liable to the Corporation or its shareholders for
damages. Maryland law currently provides that Directors shall be immune
from liability for any action taken by them in good faith, in a manner
reasonably believed to be in the best interests of the Corporation and with
the care that an ordinarily prudent person in a like position would use
under similar circumstances. In so acting, a Director shall be fully
protected in relying in good faith upon the records of the Corporation and
upon reports made to the Corporation by persons selected in good faith by
the Directors as qualified to make such reports. The Articles and the
By-Laws provide that the Corporation will indemnify its Directors,
officers, employees or agents against liabilities and expenses incurred in
connection with litigation in which they may be involved because of their
offices with the Corporation consistent with applicable law. Nothing in
the Articles or the By-Laws protects or indemnifies a Director, officer,
employee or agent against any liability to which he or she would otherwise
be subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his or her
office.

INVESTMENT ADVISER

(See "Fund organization--Investment adviser" in the Funds' prospectuses.)

Scudder, Stevens & Clark, Inc., an investment counsel firm, acts as
investment adviser to the Funds. This organization is one of the most
experienced investment management firms in the United States. It was
established as a partnership in 1919 and pioneered the practice of
providing investment counsel to individual clients on a fee basis. In 1928
it introduced the first no-load mutual fund to the public. In 1953, the
Adviser introduced the Scudder International Fund, the first mutual fund
available in the U.S. investing internationally in securities of issuers in
several foreign countries.

The principal source of the Adviser's income is professional fees
received from providing continuous investment advice, and the firm derives
no income from brokerage or underwriting of securities. Today, it provides
investment counsel for many individuals and institutions, including
insurance companies, colleges, industrial corporations, and financial and
banking organizations. In addition, it manages Montgomery Street Income
Securities, Inc., Scudder California Tax Free Trust, Scudder Cash
Investment Trust, Scudder Development Fund, Scudder Equity Trust, Scudder
Fund, Inc., Scudder Funds Trust, Scudder Global Fund, Inc., Scudder GNMA
Fund, Scudder Portfolio Trust, Scudder Institutional Fund, Inc., Scudder
International Fund, Inc., Scudder Investment Trust, Scudder Municipal
Trust, Scudder Mutual Funds, Inc., Scudder New Asia Fund, Inc., Scudder New
Europe Fund, Inc., Scudder State Tax Free Trust, Scudder Tax Free Money
Fund, Scudder Tax Free Trust, Scudder U.S. Treasury Money Fund, Scudder
Variable Life Investment Fund, Scudder World Income Opportunities Fund,
Inc., The Argentina Fund, Inc., The Brazil Fund, Inc., The First
Iberian Fund, Inc., The Korea Fund, Inc., The Japan Fund, Inc. and The
Latin America Dollar Income Fund, Inc. Some of the foregoing companies or
trusts have two or more series.

The Adviser also provides investment advisory services to the mutual
funds which comprise the AARP Investment Program from Scudder. The AARP
Investment Program from Scudder has assets over $11 billion and
includes the AARP Growth Trust, AARP Income Trust, AARP Tax Free Income
Trust and AARP Cash Investment Funds.

The Adviser maintains a large research department, which conducts
continuous studies of the factors that affect the position of various
industries, companies and individual securities. The Adviser receives
published reports and statistical compilations from issuers and other
sources, as well as analyses from brokers and dealers who may execute
portfolio transactions for the Adviser's clients. However, the Adviser
regards this information and material as an adjunct to its own research
activities. Scudder's international investment management team travels the
world, researching hundreds of companies. In selecting the securities in
which a Fund may invest, the conclusions and investment decisions of the
Adviser with respect to a Fund are based primarily on the analyses of its
own research department.

Certain investments may be appropriate for the Funds and also for
other clients advised by the Adviser. Investment decisions for the Funds
and other clients are made with a view to achieving their respective
investment objectives and after consideration of such factors as their
current holdings, availability of cash for investment and the size of their
investments generally. Frequently, a particular security may be bought or
sold for only one client or in different amounts and at different times for
more than one but less than all clients. Likewise, a particular security
may be bought for one or more clients when one or more other clients are
selling the security. In addition, purchases or sales of the same security
may be made for two or more clients on the same day. In such event, such
transactions will be allocated among the clients in a manner believed by
the Adviser to be equitable to each. In some cases, this procedure could
have an adverse effect on the price or amount of the securities purchased
or sold by a Fund. Purchase and sale orders for a Fund may be combined
with those of other clients of the Adviser in the interest of achieving the
most favorable net results to a Fund.

The Investment Management Agreements between the Corporation, on
behalf of Latin America Fund and Pacific Opportunities Fund, and the
Adviser was last approved by the Directors on September 7, 1994. Each
Agreement (collectively, the "Agreements") is dated December 8, 1992
and will continue in effect until September 30, 1995 and from year
to year thereafter only if their continuance is approved annually by the
vote of a majority of those Directors who are not parties to such Agreement
or interested persons of the Adviser or the Corporation, cast in person at
a meeting called for the purpose of voting on such approval, and either by
a vote of the Corporation's Directors or of a majority of the outstanding
voting securities of each Fund. The Agreements may be terminated at any
time without payment of penalty by either party on sixty days' written
notice, and automatically terminates in the event of their assignment.

Under the Agreements, the Adviser regularly provides a Fund with
continuing investment management for a Fund's portfolio consistent with
each Fund's investment objective, policies and restrictions and determines
what securities shall be purchased, held or sold and what portion of a
Fund's assets shall be held uninvested, subject to a Fund's Articles,
By-Laws, the 1940 Act, the Code and to the Fund's investment objective,
policies and restrictions, and subject, further, to such policies and
instructions as the Board of Directors of each Fund may from time to time
establish.

Under the Agreements, the Adviser renders significant administrative
services (not otherwise provided by third parties) necessary for a Fund's
operations as an open-end investment company including, but not limited to,
preparing reports and notices to the Directors and shareholders;
supervising, negotiating contractual arrangements with, and monitoring
various third-party service providers to the Funds (such as the Funds'
transfer agent, pricing agents, Custodian, accountants and others);
preparing and making filings with the SEC and other regulatory
agencies; assisting in the preparation and filing of the Funds' federal,
state and local tax returns; preparing and filing the Funds' federal excise
tax returns; assisting with investor and public relations matters;
monitoring the valuation of securities and the calculation of net asset
value; monitoring the registration of shares of the Fund under applicable
federal and state securities laws; maintaining the Funds' books and records
to the extent not otherwise maintained by a third party; assisting in
establishing accounting policies of the Funds; assisting in the resolution
of accounting and legal issues; establishing and monitoring the Funds'
operating budget; processing the payment of the Funds' bills; assisting the
Funds in, and otherwise arranging for, the payment of distributions and
dividends and otherwise assisting the Funds in the conduct of their
business, subject to the direction and control of the Directors.

The Adviser pays the compensation and expenses of all Directors,
officers and executive employees (except expenses incurred attending Board
and committee meetings outside New York, New York or Boston, Massachusetts)
of the Corporation affiliated with the Adviser and makes available, without
expense to the Funds, the services of such Directors, officers and
employees of the Adviser as may duly be elected officers of the
Corporation, subject to their individual consent to serve and to any
limitations imposed by law, and provides the Funds' office space and
facilities.

For these services Latin America Fund pays the Adviser an annual fee
equal to 1.25% of the Fund's average daily net assets, payable monthly,
provided 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. For the period December 8, 1992
(commencement of operations) to October 31, 1993 and for the fiscal year
ended October 31, 1994 the fees imposed amounted to $445,720 and
$7,169,711, respectively. For the period December 8, 1992 (commencement of
operations) to October 31, 1993 and for the fiscal year ended October 31,
1994 the Adviser did not impose a portion of its management fee amounting
to $544,287 and $229,325, respectively.

For these services Pacific Opportunities Fund pays the Adviser an
annual fee equal to 1.10% of the Fund's average daily net assets payable
monthly, provided the Fund will make 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. For the period December 8, 1992
(commencement of operations) to October 31, 1993 the Adviser did not impose
any of its management fee which amounted to $531,572. For the fiscal year
ended October 31, 1994 the fee imposed amounted to $4,662,015.

Under the Agreements the Funds are responsible for all of their other
expenses including: organizational costs, fees and expenses incurred in
connection with membership in investment company organizations; brokers'
commissions; legal, auditing and accounting expenses; taxes and
governmental fees; the fees and expenses of the Transfer Agent; any other
expenses of issue, sale, underwriting, distribution, redemption or
repurchase of shares; the expenses of and the fees for registering or
qualifying securities for sale; the fees and expenses of Directors,
officers and employees of the Funds who are not affiliated with the
Adviser; the cost of printing and distributing reports and notices to
stockholders; and the fees and disbursements of custodians. The Funds may
arrange to have third parties assume all or part of the expenses of sale,
underwriting and distribution of shares of the Funds. Each Fund is also
responsible for its expenses of shareholders' meetings, the cost of
responding to shareholders' inquiries, and its expenses incurred in
connection with litigation, proceedings and claims and the legal obligation
it may have to indemnify its officers and Directors of the Funds with
respect thereto. The custodian agreement provides that the Custodian shall
compute the net asset value. Each Agreement expressly provides that the
Adviser shall not be required to pay a pricing agent of any Fund for
portfolio pricing services, if any.

Each Agreement requires the Adviser to reimburse that Fund for all or
a portion of advances of its management fee to the extent annual expenses
of a Fund (including the management fee stated above) exceed the
limitations prescribed by any state in which such Fund's shares are offered
for sale. Management has been advised that, while most states have
eliminated expense limitations, the lowest of such limitations is presently
2 1/2% of average daily net assets up to $30 million, 2% of the next $70
million of average daily net assets and 1 1/2% of average daily net assets
in excess of that amount. Certain expenses such as brokerage commissions,
taxes, extraordinary expenses and interest are excluded from such
limitations. Any such fee advance required to be returned to a Fund will
be returned as promptly as practicable after the end of the Funds' fiscal
year. However, no fee payment will be made to the Adviser during any
fiscal year which will cause year to date expenses to exceed the cumulative
pro rata expense limitations at the time of such payment.

The Agreements also provide that the Funds may use any name derived
from the name "Scudder, Stevens & Clark" only as long as an Agreement or
any extension, renewal or amendment thereof remains in effect.

In reviewing the terms of the Agreements and in discussions with the
Adviser concerning such Agreements, the Directors of the Corporation who
are not "interested persons" of the Adviser are represented by independent
counsel at the Funds' expense.

The Agreements provide that the Adviser shall not be liable for any
error of judgment or mistake of law or for any loss suffered by a Fund in
connection with matters to which the Agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on the
part of the Adviser in the performance of its duties or from reckless
disregard by the Adviser of its obligations and duties under the Agreement.

Officers and employees of the Adviser from time to time may have
transactions with various banks, including the Fund's custodian bank. It
is the Adviser's opinion that the terms and conditions of those
transactions which have occurred were not influenced by existing or
potential custodial or other Fund relationships.

None of the officers or Directors of the Corporation may have dealings
with a Fund as principals in the purchase or sale of securities, except as
individual subscribers to or holders of shares of a Fund.

<TABLE>
<CAPTION>
DIRECTORS AND OFFICERS

Position with
Underwriter,
Position Principal Scudder Investor
Name and Address with Corporation Occupation** Services, Inc.
- ---------------- ---------------- ------------ ------------------
<C> <C> <C> <C>

Edmond D. Villani #@* Chairman of the President and --
Board and Managing Director
Director of Scudder,
Stevens & Clark,
Inc.

Nicholas Bratt #@* President and Managing Director --
Director of Scudder,
Stevens & Clark,
Inc.

Paul Bancroft III Director Venture Capitalist --
1120 Cheston and Consultant to
Lane Bessemer
Queenstown, MD 21658 Securities
Corporation;
President, Chief
Executive Officer
and Director,
Bessemer
Securities
Corporation (until
1988)

Thomas J. Devine Director Consultant --
641 Lexington Avenue
New York, NY 10022

William H. Gleysteen, Director President, The --
Jr. Japan Society,
The Japan Society, Inc. (1989 to
Inc. present); Vice
333 East 47th Street President of
New York, NY 10017 Studies, Council
on Foreign
Relations
(1986-1989)

William H. Luers Director President, The --
The Metropolitan Metropolitan
Museum of Art Museum of Art
1000 Fifth Avenue (1986 to present)
New York, NY 10028

Wilson Nolen Director Consultant (1989 --
1120 Fifth Avenue to present);
New York, NY 10128 Corporate Vice
President, Becton,
Dickinson &
Company,
(manufacturer of
medical and
scientific
products) until
1989

Juris Padegs #@* Director, Vice Managing Director Vice President &
President and of Scudder, Director
Assistant Stevens & Clark,
Secretary Inc.

Daniel Pierce +@* Director Chairman of the Vice President,
Board and Managing Director &
Director of Assistant
Scudder, Stevens & Treasurer
Clark, Inc.

Gordon Shillinglaw Director Professor Emeritus --
196 Villard Avenue of Accounting,
Hastings-on-Hudson, Columbia
NY 10706 University
Graduate School of
Business

Robert G. Stone, Jr. Director Chairman of the --
405 Lexington Avenue Board and
New York, NY 10174 Director, Kirby
Corporation,
(marine
transportation,
diesel repair and
property and
casualty insurance
in Puerto Rico)

Robert W. Lear Honorary Executive-in-Resid --
429 Silvermine Road Director ence, Visiting
New Canaan, CT 06840 Professor,
Columbia
University
Graduate School of
Business

Carol L. Franklin# Vice President Principal of --
Scudder, Stevens &
Clark, Inc.

Edmund B. Vice President Principal of --
Games , Jr. + Scudder, Stevens &
Clark, Inc.

Jerard K. Hartman # Vice President Managing Director --
of Scudder,
Stevens & Clark,
Inc.

William E. Holzer # Vice President Managing Director --
of Scudder,
Stevens & Clark,
Inc.

Thomas W. Joseph Vice President Principal of Vice President,
+ Scudder, Stevens & Director,
Clark, Inc. Treasurer &
Assistant Clerk

David S. Lee + Vice President Managing Director President,
and Assistant of Scudder, Assistant
Treasurer Stevens & Clark, Treasurer and
Inc. Director

Thomas F. McDonough Vice President Principal of Clerk
+ and Secretary Scudder, Stevens &
Clark, Inc.

Pamela A. McGrath Vice President Principal of --
+ and Treasurer Scudder, Stevens &
Clark, Inc.

Edward J. O'Connell # Vice President Principal of Assistant
and Assistant Scudder, Stevens & Treasurer
Treasurer Clark, Inc.

Kathryn L. Quirk # Vice President Managing Director Vice President
and Assistant of Scudder,
Secretary Stevens & Clark,
Inc.

William F. Truscott+ Vice President Vice President of --
Scudder, Stevens &
Clark, Inc.

Richard W. Desmond # Assistant Vice President of Vice President
Secretary Scudder, Stevens &
Clark, Inc.

Coleen Downs Assistant Vice President of Assistant Clerk
Dinneen+ Secretary Scudder, Stevens &
Clark, Inc.
</TABLE>

* Messrs. Villani, Bratt, Padegs and Pierce are considered by each Fund and
its counsel to be persons who are "interested persons" of the Adviser or of
the Fund within the meaning of the 1940 Act, as amended.

** Unless otherwise stated, all officers and directors have been associated
with their respective companies for more than five years, but not
necessarily in the same capacity.

@ Messrs. Villani and Padegs are members of the Executive Committee which may
exercise substantially all of the powers of the Board of Directors when it
is not in session.

+ Address: Two International Place , Boston, Massachusetts 02110

# Address: 345 Park Avenue, New York, New York 10154
As of February 1, 1995 all Directors and officers as a group owned
beneficially (as the term is defined in Section 13(d) under the Securities
Exchange Act of 1934) less than 1% of the shares of each Fund outstanding on
such date.

To the best of each Fund's knowledge, as of February 1, 1995 no person
owned beneficially more than 5% of a Fund's outstanding shares.

The Directors and officers of the Corporation also serve in similar
capacities with other Scudder funds.

REMUNERATION

Several of the officers and Directors of the Corporation may be
officers or employees of the Adviser, Scudder Service Corporation, Scudder
Trust Company or of Scudder Investor Services, Inc. and participate in the
fees paid by the Corporation . The Corporation pays no direct
remuneration to any officer of the Corporation. However, each of the
Corporation's Directors who is not affiliated with the Adviser will be paid
by the Corporation. Each of these unaffiliated Directors receives an
annual director's fee of $4,000 from the Fund and fees of $400 for each
attended Directors meeting, audit committee meeting or meeting held for the
purpose of considering arrangements between the Funds and the Adviser or
any of its affiliates. Each unaffiliated Director also receives $150 per
committee meeting other than those set forth above. For the fiscal year
ended October 31, 199 4, Latin America Fund paid such Directors $61,215
and Pacific Opportunities Fund paid such Directors $61,190 .

The following Compensation Table, provides in tabular form, the following
data.

Column (1) All Directors who receive compensation from the Corporation.
Column (2) Aggregate compensation received by a Director from all series of
the Corporation - Scudder International Fund Inc., which is comprised of
Scudder International Fund, Scudder Latin America Fund, Scudder Pacific
Opportunities Fund and Scudder Greater Europe Growth Fund.
Columns (3) and (4) Pension or retirement benefits accrued or proposed to
be paid by the Corporation. Scudder International Fund, Inc. does not pay
its Directors such benefits.
Column (5) Total compensation received by a Director from Scudder
International Fund, Scudder Latin America Fund, Scudder Pacific
Opportunities Fund and Scudder Greater Europe Growth Fund, plus
compensation received from all funds managed by the Adviser for which a
Director serves. The total number of funds from which a Director receives
such compensation is also provided in column (5).

Compensation Table
for the year ended December 31, 1994
<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
Aggregate Compensation
from the Corporation
(consisting of four
funds: Scudder Pension or Total
International Fund, Retirement Compensation
Scudder Latin America Benefits Estimated From the
Fund, Scudder Pacific Accrued As Annual Corporation
Name of Opportunities Fund and Part of Benefits and Fund
Person, Scudder Greater Europe Fund Upon Complex Paid
Position Growth Fund) Expense Retirement to Director
--------- --------------------- ----------- ---------- ------------
<S> <C> <C> <C> <C>
Paul Bancroft $ 26,600 N/A N/A $ 120,238
III, (14 funds)
Director

Thomas J. $ 26,000 N/A N/A $ 115,656
Devine, (16 funds)
Director

William H. $ 26,150 N/A N/A to be
Gleysteen, updated
Jr., Director

William H. $ 26,150 N/A N/A $ 83,713
Luers, (10 funds)
Director

Wilson Nolen, $ 26,600 N/A N/A $ 132,023.43
Director (15 funds)

Gordon $ 29,000 N/A N/A $ 89,570
Shillinglaw, (14 funds)
Director

Robert G. $ 26,600 N/A N/A to be
Stone, Jr., updated
Director

</TABLE>

DISTRIBUTOR

The Corporation has an underwriting agreement with Scudder Investor
Services, Inc. (the "Distributor"), a Massachusetts corporation, which is a
wholly-owned subsidiary of the Adviser, a Delaware corporation. The
Corporation's underwriting agreement dated July 15, 1985 will remain in
effect until September 30, 1995 and from year to year thereafter only if
its continuance is approved annually by a majority of the members of the
Board of Directors who are not parties to such agreement or interested
persons of any such party and either by vote of a majority of the Board of
Directors or a majority of the outstanding voting securities of each Fund.
The underwriting agreement was last approved by the Directors on September
7, 199 4 .

Under the underwriting agreement, the Funds are responsible for: the
payment of all fees and expenses in connection with the preparation and
filing with the SEC of its registration statement and prospectus and
any amendments and supplements thereto; the registration and qualification
of shares for sale in the various states, including registering each Fund
as a broker or dealer in various states, as required; the fees and expenses
of preparing, printing and mailing prospectuses annually to existing
shareholders (see below for expenses relating to prospectuses paid by the
Distributor); notices, proxy statements, reports or other communications to
shareholders of a Fund; the cost of printing and mailing confirmations of
purchases of shares and any prospectuses accompanying such confirmations;
any issuance taxes and/or any initial transfer taxes; a portion of
shareholder toll-free telephone charges and expenses of shareholder service
representatives; the cost of wiring funds for share purchases and
redemptions (unless paid by the shareholder who initiates the transaction);
the cost of printing and postage of business reply envelopes; and a portion
of the cost of computer terminals used by both the Funds and the
Distributor.

The Distributor will pay for printing and distributing prospectuses or
reports prepared for its use in connection with the offering of the Fund's
shares to the public and preparing, printing and mailing any other
literature or advertising in connection with the offering of shares of each
Fund to the public. The Distributor will pay all fees and expenses in
connection with its qualification and registration as a broker or dealer
under federal and state laws, a portion of the cost of toll-free telephone
service and expenses of shareholder service representatives, a portion of
the cost of computer terminals, and expenses of any activity which is
primarily intended to result in the sale of shares issued by a Fund, unless
a Rule 12b-1 Plan is in effect which provides that a Fund shall bear some
or all of such expenses.

Note: Although each Fund does not currently have a 12b-1 Plan, and the
Directors have no current intention of adopting one, a Fund would
also pay those fees and expenses permitted to be paid or assumed by
a Fund pursuant to a 12b-1 Plan, if any, were adopted by a Fund,
notwithstanding any other provision to the contrary in the
underwriting agreement.

As agent, the Distributor currently offers shares of each Fund on a
continuous basis to investors in all states in which shares of a Fund may
from time to time be registered or where permitted by applicable law. The
underwriting agreement provides that the Distributor accepts orders for
shares at net asset value as no sales commission or load is charged to the
investor. The Distributor has made no firm commitment to acquire shares of
each Fund.

TAXES

(See "Distribution and performance information--Dividends and capital
gains distributions" and "Transaction information--Tax information,
Tax identification number" in the Funds' prospectuses.)

Each Fund has elected to be treated as a regulated investment company
under Subchapter M of the Code, or a predecessor statute and has qualified
as such since its inception. It intends to continue to qualify for such
treatment. Such qualification does not involve governmental supervision or
management of investment practices or policy.

A regulated investment company qualifying under Subchapter M of the
Code is required to distribute to its shareholders at least 90 percent of
its investment company taxable income (including net short-term capital
gain) and generally is not subject to federal income tax to the extent that
it distributes annually its investment company taxable income and net
realized capital gains in the manner required under the Code.

Each Fund is subject to a 4% nondeductible excise tax on amounts
required to be but not distributed under a prescribed formula. The formula
requires payment to shareholders during a calendar year of distributions
representing at least 98% of a Fund's ordinary income for the calendar
year, at least 98% of the excess of its capital gains over capital losses
(adjusted for certain ordinary losses) realized during the one-year period
ending October 31 during such year, and all ordinary income and capital
gains for prior years that were not previously distributed.

Investment company taxable income generally is made up of dividends,
interest and net short-term capital gains in excess of net long-term
capital losses, less expenses. Net realized capital gains for a fiscal
year are computed by taking into account any capital loss carryforward of a
Fund.

If any net realized long-term capital gains in excess of net realized
short-term capital losses are retained by a Fund for reinvestment,
requiring federal income taxes to be paid thereon by a Fund, that Fund
intends to elect to treat such capital gains as having been distributed to
shareholders. As a result, each shareholder will report such capital gains
as long-term capital gains, will be able to claim a proportionate share of
federal income taxes paid by a Fund on such gains as a credit against the
shareholder's federal income tax liability, and will be entitled to
increase the adjusted tax basis of the shareholder's Fund shares by the
difference between the shareholder's pro rata share of such gains and the
shareholder's tax credit. If a Fund makes such an election, it may not be
treated as having met the excise tax distribution requirement.

Distributions of investment company taxable income are taxable to
shareholders as ordinary income.

Dividends from domestic corporations are not expected to comprise a
substantial part of a Fund's gross income. If any such dividends
constitute a portion of a Fund's gross income, a portion of the income
distributions of that Fund may be eligible for the 70% deduction for
dividends received by corporations. Shareholders will be informed of the
portion of dividends which so qualify. The dividends-received deduction is
reduced to the extent the shares of a Fund with respect to which the
dividends are received are treated as debt-financed under federal income
tax law and is eliminated if the shares are deemed to have been held for
less than 46 days.

Distributions of the excess of net long-term capital gain over net
short-term capital loss are taxable to shareholders as long-term capital
gain, regardless of the length of time the shares of a Fund have been held
by such shareholders. Such distributions are not eligible for the
dividends-received deduction. Any loss realized upon the redemption of
shares held at the time of redemption for six months or less will be
treated as a long-term capital loss to the extent of any amounts treated as
distributions of long-term capital gain during such six-month period.

Distributions of investment company taxable income and net realized
capital gains will be taxable as described above, whether received in
shares or in cash. Shareholders electing to receive distributions in the
form of additional shares will have a cost basis for federal income tax
purposes in each share so received equal to the net asset value of a share
on the reinvestment date.

All distributions of investment company taxable income and net
realized capital gain, whether received in shares or in cash, must be
reported by each shareholder on his or her federal income tax return.
Dividends declared in October, November or December with a record date in
such a month will be deemed to have been received by shareholders on
December 31, if paid during January of the following year. Redemptions of
shares, including exchanges for shares of another Scudder fund, may result
in tax consequences (gain or loss) to the shareholder and are also subject
to these reporting requirements.

An individual may make a deductible IRA contribution of up to $2,000
or, if less, the amount of the individual's earned income for any taxable
year only if (i) neither the individual nor his or her spouse (unless
filing separate returns) is an active participant in an employer's
retirement plan, or (ii) the individual (and his or her spouse, if
applicable) has an adjusted gross income below a certain level
($40,0 5 0 for married individuals filing a joint return, with a
phase-out of the deduction for adjusted gross income between $40,0 5 0
and $50,000; $25,0 5 0 for a single individual, with a phase-out for
adjusted gross income between $25,0 5 0 and $35,000). However, an
individual not permitted to make a deductible contribution to an IRA for
any such taxable year may nonetheless make nondeductible contributions up
to $2,000 to an IRA (up to $2,250 to IRAs for an individual and his or her
nonearning spouse) for that year. There are special rules for determining
how withdrawals are to be taxed if an IRA contains both deductible and
nondeductible amounts. In general, a proportionate amount of each
withdrawal will be deemed to be made from nondeductible contributions;
amounts treated as a return of nondeductible contributions will not be
taxable. Also, annual contributions may be made to a spousal IRA even if
the spouse has earnings in a given year if the spouse elects to be treated
as having no earnings (for IRA contribution purposes) for the year.

Distributions by a Fund result in a reduction in the net asset value
of that Fund's shares. Should a distribution reduce the net asset value
below a shareholder's cost basis, such distribution would nevertheless be
taxable to the shareholder as ordinary income or capital gain as described
above, even though, from an investment standpoint, it may constitute a
partial return of capital. In particular, investors should consider the
tax implications of buying shares just prior to a distribution. The price
of shares purchased at that time includes the amount of the forthcoming
distribution. Those purchasing just prior to a distribution will then
receive a partial return of capital upon the distribution, which will
nevertheless be taxable to them.

Each Fund intends to qualify for and may make the election permitted
under Section 853 of the Code so that shareholders may (subject to
limitations) be able to claim a credit or deduction on their federal income
tax returns for, and will be required to treat as part of the amounts
distributed to them, their pro rata portion of qualified taxes paid by a
Fund to foreign countries (which taxes relate primarily to investment
income). Each Fund may make an election under Section 853 of the Code,
provided that more than 50% of the value of the total assets of a Fund at
the close of the taxable year consists of securities in foreign
corporations. The foreign tax credit available to shareholders is subject
to certain limitations imposed by the Code.

If a Fund does not make the election permitted under section 853 any
foreign taxes paid or accrued will represent an expense to the Fund which
will reduce its investment company taxable income. Absent this election,
shareholders will not be able to claim either a credit or a deduction for
their pro rata portion of such taxes paid by a Fund, nor will shareholders
be required to treat as part of the amounts distributed to them their pro
rata portion of such taxes paid.

Equity options (including covered call options written on portfolio
stock) and over-the-counter options on debt securities written or purchased
by a Fund will be subject to tax under Section 1234 of the Code. In
general, no loss will be recognized by a Fund upon payment of a premium in
connection with the purchase of a put or call option. The character of any
gain or loss recognized (i.e. long-term or short-term) will generally
depend, in the case of a lapse or sale of the option, on a Fund's holding
period for the option, and in the case of the exercise of a put option, on
a Fund's holding period for the underlying property. The purchase of a put
option may constitute a short sale for federal income tax purposes, causing
an adjustment in the holding period of any property in a Fund's portfolio
similar to the property underlying the put option. If a Fund writes an
option, no gain is recognized upon its receipt of a premium. If the option
lapses or is closed out, any gain or loss is treated as short-term capital
gain or loss. If the option is exercised, the character of the gain or
loss depends on the holding period of the underlying stock.

Positions of a Fund which consist of at least one stock and at least
one stock option or other position with respect to a related security which
substantially diminishes that Fund's risk of loss with respect to such
stock could be treated as a "straddle" which is governed by Section 1092 of
the Code, the operation of which may cause deferral of losses, adjustments
in the holding periods of stocks or securities and conversion of short-term
capital losses into long-term capital losses. An exception to these
straddle rules exists for certain "qualified covered call options" on stock
written by the relevant Fund.

Many futures and forward contracts entered into by a Fund and listed
nonequity options written or purchased by a Fund (including options on debt
securities, options on futures contracts, options on securities indices and
options on currencies), will be governed by Section 1256 of the Code.
Absent a tax election to the contrary, gain or loss attributable to the
lapse, exercise or closing out of any such position generally will be
treated as 60% long-term and 40% short-term capital gain or loss, and on
the last trading day of the Fund's fiscal year, all outstanding Section
1256 positions will be marked to market (i.e., treated as if such positions
were closed out at their closing price on such day), with any resulting
gain or loss recognized as 60% long-term and 40% short-term capital gain or
loss. Under Section 988 of the Code, discussed below, foreign currency
gain or loss from foreign currency-related forward contracts, certain
futures and options and similar financial instruments entered into or
acquired by a Fund will be treated as ordinary income or loss.

Subchapter M of the Code requires each Fund to realize less
than 30% of its annual gross income from the sale or other disposition of
stock, securities and certain options, futures and forward contracts held
for less than three months. Each Fund's options, futures and forward
transactions may increase the amount of gains realized by the Fund that are
subject to this 30% limitation. Accordingly, the amount of such
transactions that a Fund may undertake may be limited.

Positions of a Fund which consist of at least one position not
governed by Section 1256 and at least one futures or forward contract or
nonequity option or other position governed by Section 1256 which
substantially diminishes that Fund's risk of loss with respect to such
other position will be treated as a "mixed straddle." Although mixed
straddles are subject to the straddle rules of Section 1092 of the Code,
the operation of which may cause deferral of losses, adjustments in the
holding periods of securities and conversion of short-term capital losses
into long-term capital losses, certain tax elections exist for them which
reduce or eliminate the operation of these rules. Each Fund will monitor
its transactions in options, foreign currency futures and forward contracts
and may make certain tax elections in connection with these investments.

Under the Code, gains or losses attributable to fluctuations in
exchange rates which occur between the time a Fund accrues interest or
other receivables or accrues expenses or other liabilities denominated in a
foreign currency and the time that Fund actually collects such receivables
or pays such liabilities generally are treated as ordinary income or
ordinary loss. Similarly, on disposition of debt securities denominated in
a foreign currency and on disposition of certain options, futures and
forward contracts, gains or losses attributable to fluctuations in the
value of foreign currency between the date of acquisition of the security
or contract and the date of disposition are also treated as ordinary gain
or loss. These gains or losses, referred to under the Code as "Section
988" gains or losses, may increase or decrease the amount of a Fund's
investment company taxable income to be distributed to its shareholders as
ordinary income.

If a Fund invests in stock of certain foreign investment companies,
that Fund may be subject to U.S. federal income taxation on a portion of
any "excess distribution" with respect to, or gain from the disposition of,
such stock. The tax would be determined by allocating such distribution or
gain ratably to each day of a Fund's holding period for the stock. The
distribution or gain so allocated to any taxable year of a Fund, other than
the taxable year of the excess distribution or disposition, would be taxed
to that Fund at the highest ordinary income rate in effect for such year,
and the tax would be further increased by an interest charge to reflect the
value of the tax deferral deemed to have resulted from the ownership of the
foreign company's stock. Any amount of distribution or gain allocated to
the taxable year of the distribution or disposition would be included in a
Fund's investment company taxable income and, accordingly, would not be
taxable to that Fund to the extent distributed by the Fund as a dividend to
its shareholders.

Each Fund may be able to make an election, in lieu of being taxable in
the manner described above, to include annually in income its pro rata
share of the ordinary earnings and net capital gain of the foreign
investment company, regardless of whether it actually received any
distributions from the foreign company. These amounts would be included in
a Fund's investment company taxable income and net capital gain which, to
the extent distributed by that Fund as ordinary or capital gain dividends,
as the case may be, would not be taxable to the Fund. In order to make
this election, a Fund would be required to obtain certain annual
information from the foreign investment companies in which it invests,
which in many cases may be difficult to obtain. Each Fund may make an
election with respect to those foreign investment companies which provide a
Fund with the required information.

If a Fund invests in certain high yield original issue discount
obligations issued by corporations, a portion of the original issue
discount accruing on the obligation may be eligible for the deduction for
dividends received by corporations. In such event, dividends of investment
company taxable income received from a Fund by its corporate shareholders,
to the extent attributable to such portion of accrued original issue
discount, may be eligible for this deduction for dividends received by
corporations if so designated by a Fund in a written notice to
shareholders.

Each Fund will be required to report to the Internal Revenue Service
all distributions of investment company taxable income and capital gains as
well as gross proceeds from the redemption or exchange of Fund shares,
except in the case of certain exempt shareholders. Under the backup
withholding provisions of Section 3406 of the Code, distributions of
investment company taxable income and capital gains and proceeds from the
redemption or exchange of the shares of a regulated investment company may
be subject to withholding of federal income tax at the rate of 20% in the
case of non-exempt shareholders who fail to furnish the investment company
with their taxpayer identification numbers and with required certifications
regarding their status under the federal income tax law. Withholding may
also be required if a Fund is notified by the IRS or a broker that the
taxpayer identification number furnished by the shareholder is incorrect or
that the shareholder has previously failed to report interest or dividend
income. If the withholding provisions are applicable, any such
distributions and proceeds, whether taken in cash or reinvested in
additional shares, will be reduced by the amounts required to be withheld.

Shareholders of each Fund may be subject to state and local taxes on
distributions received from a Fund and on redemptions of a Fund's shares.

The foregoing discussion of U.S. federal income tax law relates solely
to the application of that law to U.S. persons, i.e., U.S. citizens and
residents and U.S. corporations, partnerships, trusts and estates. Each
shareholder who is not a U.S. person should consider the U.S. and foreign
tax consequences of ownership of shares of a Fund, including the
possibility that such a shareholder may be subject to a U.S. withholding
tax at a rate of 30% (or at a lower rate under an applicable income tax
treaty) on amounts constituting ordinary income received by him or her,
where such amounts are treated as income from U.S. sources under the Code.

Shareholders should consult their tax advisers about the application
of the provisions of tax law described in this statement of additional
information in light of their particular tax situations.

PORTFOLIO TRANSACTIONS

Brokerage Commissions

To the maximum extent feasible, the Adviser places orders for
portfolio transactions for each Fund through the Distributor which in turn
places orders on behalf of a Fund with issuers, underwriters or other
brokers and dealers. The Distributor receives no commissions, fees or
other remuneration from the Funds for this service. Allocation of
brokerage is supervised by the Adviser.

The primary objective of the Adviser in placing orders for the
purchase and sale of securities for the Funds' portfolio is to obtain the
most favorable net results taking into account such factors as price,
commission where applicable (negotiable in the case of U.S. national
securities exchange transactions but which is generally fixed in the case
of foreign exchange transactions) size of order, difficulty of execution
and skill required of the executing broker/dealer. The Adviser seeks to
evaluate the overall reasonableness of brokerage commissions paid (to the
extent applicable) through the familiarity of the Distributor with
commissions charged on comparable transactions, as well as by comparing
commissions paid by the Fund to reported commissions paid by others. The
Adviser reviews on a routine basis commission rates, execution and
settlement services performed, making internal and external comparisons.

When it can be done consistently with the policy of obtaining the most
favorable net results, it is the Adviser's practice to place such orders
with brokers and dealers who supply market quotations to the Custodian for
appraisal purposes, or who supply research, market and statistical
information to the Funds. The term "research, market and statistical
information" includes advice as to the value of securities, the
advisability of investing in, purchasing or selling securities, and the
availability of securities or purchasers or sellers of securities; and
analyses and reports concerning issuers, industries, securities, economic
factors and trends, portfolio strategy and the performance of accounts.
The Adviser is not authorized when placing portfolio transactions for a
Fund to pay a brokerage commission (to the extent applicable) in excess of
that which another broker might have charged for executing the same
transaction solely on account of the receipt of research, market or
statistical information. The Adviser will not place orders with brokers or
dealers on the basis that the broker or dealer has or has not sold shares
of a Fund. Except for implementing the policy stated above, there is no
intention to place portfolio transactions with particular brokers or
dealers or groups thereof. In effecting transactions in over-the-counter
securities, orders are placed with the principal market makers for the
security being traded unless, after exercising care, it appears that more
favorable results are available otherwise.

Each Fund's purchases of securities which are traded in the over-the-
counter market are generally placed by the Adviser with primary market
makers for these securities on a net basis, without any brokerage
commission being paid by a Fund. Such trading does, however, involve
transaction costs. Transactions with dealers serving as primary market
makers reflect the spread between the bid and asked prices. Purchases of
underwritten issues may be made which will include an underwriting fee paid
to the underwriter.

Although certain research, market and statistical information from
brokers and dealers can be useful to a Fund and to the Adviser, it is the
opinion of the Adviser that such information will only supplement the
Adviser's own research effort since the information must still be analyzed,
weighed, and reviewed by the Adviser's staff. Such information may be
useful to the Adviser in providing services to clients other than the
Funds, and not all such information will be used by the Adviser in
connection with each Fund. Conversely, such information provided to the
Adviser by brokers and dealers through whom other clients of the Adviser
effect securities transactions may be useful to the Adviser in providing
services to the Funds.

Subject also to obtaining the most favorable net results, the Adviser
may place brokerage transactions through the Funds' custodian and a credit
will be given against the custodian fee due to the custodian equal to one-
half of the commission on any such transaction.

For the period December 8, 1992 (commencement of operations) to
October 31, 1993 and for the fiscal year October 31, 1994 Latin America
Fund paid brokerage commissions of $664,710 and $1,959,556, respectively.
For the fiscal period ended October 31, 1994 $1,372,094 (70%) of the total
brokerage commissions paid by the Fund resulted from orders placed,
consistent with the policy of obtaining the most favorable net results,
with brokers and dealers who provided supplementary research, market and
statistical information to the Fund or the Adviser. The amount of such
transactions aggregated $369,715,762 (69%) of all brokerage transactions.
Such brokerage was not allocated to any particular brokers or dealers or
with any regard to the provision of market quotations for purposes of
valuing the Fund's portfolio or to any other special factors.

For the period December 8, 1992 (commencement of operations) to
October 31, 1993 and for the fiscal year ended October 31, 1994 Pacific
Opportunities Fund paid brokerage commissions of $1,024,534 and $2,485,807,
respectively. For the fiscal period ended October 31, 1994 $584,892 (24%)
of the total brokerage commissions paid by the Fund resulted from orders
placed, consistent with the policy of obtaining the most favorable net
results, with brokers and dealers who provided supplementary research,
market and statistical information to the Fund or the Adviser. The amount
of such transactions aggregated $167,177,745 (38%) of all brokerage
transactions. Such brokerage was not allocated to any particular brokers
or dealers or with any regard to the provision of market quotations for
purposes of valuing the Fund's portfolio or to any other special factors.

The Directors review from time to time whether the recapture for the
benefit of a Fund of some portion of the brokerage commissions or similar
fees paid by a Fund on portfolio transactions is legally permissible and
advisable.

Portfolio Turnover

Latin America Fund's average annual portfolio turnover rate, i.e. the
ratio of the lesser of sales or purchases to the monthly average value of
the portfolio (excluding from both the numerator and the denominator all
securities with maturities at the time of acquisition of one year or less),
for the period December 8, 1992 (commencement of operations) to October 31,
1993 and for the fiscal year ended October 31, 1994 was 4.6% (annualized)
and 22.4%, respectively. For the period December 8, 1992 (commencement of
operations) to October 31, 1993 and for the fiscal year ended October 31,
1994, Pacific Opportunities Fund had a portfolio turnover rate of 9.9%
(annualized) and 38.5%, respectively. Higher levels of activity by the
Funds result in higher transaction costs and may also result in taxes on
realized capital gains to be borne by the Funds' shareholders. Purchases
and sales are made for a Fund whenever necessary, in management's opinion,
to meet the Funds' objectives.

NET ASSET VALUE

The net asset value of shares of a Fund is computed as of the close of
regular trading on the Exchange on each day the Exchange is open for
trading. The Exchange is scheduled to be closed on the following holidays:
New Year's Day, Presidents Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving and Christmas. Net asset value per share is
determined by dividing the value of the total assets of the Fund, less all
liabilities, by the total number of shares outstanding.

An exchange-traded equity security is valued at its most recent sale
price. Lacking any sales, the security is valued at the calculated mean
between the most recent bid quotation and the most recent asked quotation
(the "Calculated Mean"). Lacking a Calculated Mean, the security is valued
at the most recent bid quotation. An equity security which is traded on
the National Association of Securities Dealers Automated Quotation
("NASDAQ") system is valued at its most recent sale price. Lacking any
sales, the security is valued at the high or "inside" bid quotation. The
value of an equity security not quoted on the NASDAQ System, but traded in
another over-the-counter market, is its most recent sale price. Lacking
any sales, the security is valued at the Calculated Mean. Lacking a
Calculated Mean, the security is valued at the most recent bid quotation.

Debt securities, other than short-term securities, are valued at
prices supplied by the Fund's pricing agent(s) which reflect broker/dealer
supplied valuations and electronic data processing techniques. Short-term
securities with remaining maturities of sixty days or less are valued by
the amortized cost method, which the Board believes approximates market
value. If it is not possible to value a particular debt security pursuant
to these valuation methods, the value of such security is the most recent
bid quotation supplied by a bona fide marketmaker. If it is not possible
to value a particular debt security pursuant to the above methods, the
Adviser may calculate the price of that debt security, subject to
limitations established by the Board.

An exchange traded options contract on securities, currencies, futures
and other financial instruments is valued at its most recent sale price on
such exchange. Lacking any sales, the options contract is valued at the
Calculated Mean. Lacking any Calculated Mean, the options contract is
valued at the most recent bid quotation in the case of a purchased options
contract, or the most recent asked quotation in the case of a written
options contract. An options contract on securities, currencies and other
financial instruments traded over-the-counter is valued at the most recent
bid quotation in the case of a purchased options contract and at the most
recent asked quotation in the case of a written options contract. Futures
contracts are valued at the most recent settlement price. Foreign currency
exchange forward contracts are valued at the value of the underlying
currency at the prevailing exchange rate.

If a security is traded on more than one exchange, or upon one or more
exchanges and in the over-the-counter market, quotations are taken from the
market in which the security is traded most extensively.

If, in the opinion of the Funds' Valuation Committee, the value of a
portfolio asset as determined in accordance with these procedures does not
represent the fair market value of the portfolio asset, the value of the
portfolio asset is taken to be an amount which, in the opinion of the
Valuation Committee, represents fair market value on the basis of all
available information. The value of other portfolio holdings owned by the
Fund is determined in a manner which, in the discretion of the Valuation
Committee most fairly reflects fair market value of the property on the
valuation date.

Following the valuations of securities or other portfolio assets in
terms of the currency in which the market quotation used is expressed
("Local Currency"), the value of these portfolio assets in terms of U.S.
dollars is calculated by converting the Local Currency into U.S. dollars at
the prevailing currency exchange rate on the valuation date.

ADDITIONAL INFORMATION

Experts

The Financial Highlights of each Fund included in the Funds'
prospectuses and the Financial Statements incorporated by reference in this
Statement of Additional Information have been so included or incorporated
by reference in reliance on the report of Coopers & Lybrand, L.L.P., One
Post Office Square, Boston, Massachusetts 02109, independent
accountants, and given on the authority of that firm as experts in
accounting and auditing.

Other Information

Many of the investment changes in each Fund will be made at prices
different from those prevailing at the time they may be reflected in a
regular report to shareholders of a Fund. These transactions will reflect
investment decisions made by the Adviser in the light of its other
portfolio holdings and tax considerations and should not be construed as
recommendations for similar action by other investors.

The CUSIP number of Latin America Fund is 811165 20 8.

The CUSIP number of Pacific Opportunities Fund is 811165 30 7.

Each Fund has a fiscal year end of October 31.

Dechert Price & Rhoads acts as general counsel for the Funds.

Each Fund employs Brown Brothers Harriman & Company, 40 Water Street,
Boston, Massachusetts 02109 as Custodian. Brown Brothers Harriman &
Company has entered into agreements with foreign subcustodians approved by
the Directors of the Corporation pursuant to Rule 17f-5 of the 1940
Act .

Costs of $80,462 and $58,141 incurred by Latin America Fund and
Pacific Opportunities Fund, respectively, in conjunction with their
organization are amortized over the five year period beginning December 8,
1992.

Scudder Service Corporation ("Service Corporation"), P.O. Box 2291,
Boston, Massachusetts, 02107-2291, a wholly-owned subsidiary of the
Adviser, is the transfer and dividend disbursing agent for each Fund.
Service Corporation also serves as shareholder service agent and provides
subaccounting and recordkeeping services for shareholder accounts in
certain retirement and employee benefit plans. The Funds pay Service
Corporation an annual fee of $17.55 for each account maintained for a
participant.

The Funds' prospectuses and this Statement of Additional Information
omit certain information contained in the Registration Statement which the
Funds have filed with the SEC under the Securities Act of 1933 and
reference is hereby made to the Registration Statement for further
information with respect to a Fund and the securities offered hereby. This
Registration Statement and its amendments are available for inspection by
the public at the SEC in Washington, D.C.

FINANCIAL STATEMENTS

Latin America Fund

The financial statements, including the Investment Portfolio of Latin
America Fund, together with the Report of Independent Accountants,
Financial Highlights and notes to financial statements, are
incorporated by reference and attached hereto in the Annual Report to the
Shareholders of the Fund dated October 31, 199 4 , and are hereby
deemed to be part of this Statement of Additional Information.

Pacific Opportunities Fund

The financial statements, including the Investment Portfolio of
Pacific Opportunities Fund, together with the Report of Independent
Accountants , Financial Highlights and notes to financial statements ,
are incorporated by reference and attached hereto in the Annual Report to
the Shareholders of the Fund dated October 31, 199 4 , and are hereby
deemed to be part of this Statement of Additional Information.

APPENDIX

The following is a description of the ratings given by Moody's and S&P
to corporate bonds.

Ratings of Corporate Bonds

S&P:

Debt rated AAA has the highest rating assigned by S&P. Capacity to
pay interest and repay principal is extremely strong. Debt rated AA has a
very strong capacity to pay interest and repay principal and differs from
the highest rated issues only in small degree. Debt rated A has a strong
capacity to pay interest and repay principal although it is somewhat more
susceptible to the adverse effects of changes in circumstances and economic
conditions than debt in higher rated categories. Debt rated BBB is
regarded as having an adequate capacity to pay interest and repay
principal. Whereas it normally exhibits adequate protection parameters,
adverse economic conditions or changing circumstances are more likely to
lead to a weakened capacity to pay interest and repay principal for debt in
this category than in higher rated categories.

Debt rated BB, B, CCC, CC and C is regarded as having predominantly
speculative characteristics with respect to capacity to pay interest and
repay principal. BB indicates the least degree of speculation and C the
highest. While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major
exposures to adverse conditions.

Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which could
lead to inadequate capacity to meet timely interest and principal payments.
The BB rating category is also used for debt subordinated to senior debt
that is assigned an actual or implied BBB- rating. Debt rated B has a
greater vulnerability to default but currently has the capacity to meet
interest payments and principal repayments. Adverse business, financial,
or economic conditions will likely impair capacity or willingness to pay
interest and repay principal. The B rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied BB or BB-
rating.

Debt rated CCC has a currently identifiable vulnerability to default,
and is dependent upon favorable business, financial, and economic
conditions to meet timely payment of interest and repayment of principal.
In the event of adverse business, financial, or economic conditions, it is
not likely to have the capacity to pay interest and repay principal. The
CCC rating category is also used for debt subordinated to senior debt that
is assigned an actual or implied B or B- rating. The rating CC typically
is applied to debt subordinated to senior debt that is assigned an actual
or implied CCC rating. The rating C typically is applied to debt
subordinated to senior debt which is assigned an actual or implied CCC-
debt rating. The C rating may be used to cover a situation where a
bankruptcy petition has been filed, but debt service payments are
continued. The rating C1 is reserved for income bonds on which no interest
is being paid. Debt rated D is in payment default. The D rating category
is used when interest payments or principal payments are not made on the
date due even if the applicable grace period had not expired, unless S&P
believes that such payments will be made during such grace period. The D
rating also will be used upon the filing of a bankruptcy petition if debt
service payments are jeopardized.

Moody's:

Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such
issues. Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there may
be other elements present which make the long term risks appear somewhat
larger than in Aaa securities. Bonds which are rated A possess many
favorable investment attributes and are to be considered as upper medium
grade obligations. Factors giving security to principal and interest are
considered adequate but elements may be present which suggest a
susceptibility to impairment sometime in the future.

Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest
payments and principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically unreliable
over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class. Bonds which are rated B
generally lack characteristics of the desirable investment. Assurance of
interest and principal payments or of maintenance of other terms of the
contract over any long period of time may be small.

Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to
principal or interest. Bonds which are rated Ca represent obligations
which are speculative in a high degree. Such issues are often in default
or have other marked shortcomings. Bonds which are rated C are the lowest
rated class of bonds and issues so rated can be regarded as having
extremely poor prospects of ever attaining any real investment standing.

<PAGE>

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

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

Scudder
Latin America
Fund

Annual Report
October 31, 1994

* For investors seeking long-term growth of capital from a portfolio
investing primarily in the securities of Latin American issuers.

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

SCUDDER LATIN AMERICA FUND

CONTENTS

2 Highlights

3 Letter from the Fund's Chairman

4 Performance Update

5 Portfolio Summary

6 Portfolio Management Discussion

12 Investment Portfolio

17 Financial Statements

20 Financial Highlights

21 Notes to Financial Statements

27 Report of Independent Accountants

28 Tax Information

29 Officers and Directors

30 Investment Products and Services

31 How to Contact Scudder

HIGHLIGHTS

* Scudder Latin America Fund provided a strong 33.43% total return for
the fiscal year ended October 31, 1994. By comparison, the unmanaged
IFC Global Latin America Index gained 48.17% during the period, with
strong performance from Chilean stocks boosting returns compared to
those of the Fund. Since December 31, 1992, however, the Fund
outperformed the Index, providing an average annual return of 45.90%
through October 31, 1994.

(BAR CHART TITLE) Total Returns Through October 31, 1994

(CHART DATA)
Scudder Latin America Fund IFC Global Latin America
(from 10/31/93) Index (from 10/31/93)
33.43% 48.17%

* A slower rate of economic growth in Latin America, combined with
political uncertainties in several countries and rising interest
rates, created substantial volatility in Latin American markets over
the past 12 months.

* The Fund's holdings continue to be concentrated in what we view are
the region's strongest and most liquid markets: Mexico, Brazil, and
Argentina.

LETTER FROM THE FUND'S CHAIRMAN
Dear Shareholders,

Encouraged by indications of stronger economic growth and strong
corporate profits, investors pushed many of the Latin American markets
sharply higher during the late summer and autumn, providing contrast to the
falling prices of this year's first half. Yet the financial community
continues to cast a wary eye on the prospects for inflation and is taking
its cues to a large extent from U.S. central bank activity and the
direction of interest rates. The Fed continues to push U.S. interest rates
higher, which has put upward pressure on global rates, resulting in
persistent volatility in both developed and emerging financial markets.

Looking ahead, we expect global expansion to continue at a moderate
pace. But interest rates are likely to remain relatively high as countries
compete for investment capital to fuel the world's financial markets and
growing economies. We believe, however, that Latin America generally offers
potential for strong growth over the next several years. In the near term,
we intend to use any further market volatility to our advantage by adding
companies with discounted stock prices and, in our view, above-average
growth potential.

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

In closing, we would like to take this opportunity to announce that on
October 10, 1994, in keeping with our pioneering tradition in international
investing, we introduced Scudder Greater Europe Growth Fund, a pure
no-load(tm) mutual fund, designed to invest both in Western and Eastern
Europe. For more information about Scudder Greater Europe Growth Fund and
other investment products and services, see page 30.

Sincerely,

/s/Edmond D. Villani
Edmond D. Villani
Chairman,
Scudder Latin America Fund

<PAGE>
Scudder Latin America Fund
Performance Update as of October 31, 1994
- -----------------------------------------------------------------
Growth of a $10,000 Investment
- -----------------------------------------------------------------
Scudder Latin America Fund
- ----------------------------------------
Total Return
Period Growth -------------
Ended of Average
10/31/94 $10,000 Cumulative Annual
- --------- ------- ---------- -------
1 Year $13,343 33.43% 33.43%
Life of
Fund* $20,470 104.70% 45.90%

IFC Global Latin America Index
- --------------------------------------
Total Return
Period Growth -------------
Ended of Average
10/31/94 $10,000 Cumulative Annual
- --------- ------- ---------- -------
1 Year $14,817 48.17% 48.17%
Life of
Fund* $19,129 91.29% 42.61%

*The Fund commenced operations on December 8, 1992.
Index comparisons begin December 31, 1992.

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

Scudder Latin America Fund
Year Amount
- ----------------------
12/31/92 10000
1/93 9968
4/93 10560
7/93 11984
10/93 14728
1/94 19595
4/94 16604
7/94 17496
10/94 19651

IFC Global Latin America Fund
Year Amount
- ----------------------
12/31/92 10000
1/93 9788
4/93 9995
7/93 11268
10/93 12910
1/94 17980
4/94 15013
7/94 15894
10/94 19129

The IFC Global Latin America Composite Total Return Index (IFC Global
Latin America Index) is prepared by International Finance Corporation.
The Index is an unmanaged, market capitalization-weighted representation
of stock performance in seven Latin American markets. Unlike the Fund,
Index returns do not reflect fees or expenses.

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

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

Yearly periods ended October 31
- ----------------------------------
<TABLE>
<S> <C> <C>
1993* 1994
-----------------
Net Asset Value... $18.41 $24.44
Income Dividends.. $ -- $ .06
Capital Gains
Distributions..... $ -- $ .06
Fund Total
Return (%)........ 53.42** 33.43
Index Total
Return (%)........ 28.72 48.17
</TABLE>

Performance is historical and 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 the Fund's expenses, the average annual total return for the
one year and life of Fund would have been approximately 33.73% and 45.65%,
respectively.
**Total return does not reflect the effect of the applicable redemption fees.

Scudder Latin America Fund
Portfolio Summary as of October 31, 1994
- ---------------------------------------------------------------------------
Geographical (Excludes 12% Cash Equivalents)
- ---------------------------------------------------------------------------

Mexico 39% The Fund's heavy weighting in Brazil
Brazil 33% provided strong returns throughout
Argentina 18% the year.
Chile 8%
Peru 2%
----
100%
====

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

- --------------------------------------------------------------------------
Sectors (Excludes 12% Cash Equivalents)
- --------------------------------------------------------------------------
Consumer Staples 25% The Fund's large position in consumer
Communications 16% staples stocks reflects our view that
Manufacturing 13% the surge in personal incomes throughout
Energy 13% Latin America will translate into stronger
Metals and Minerals 10% consumer spending.
Construction 8%
Consumer Discretionary 7%
Financial 5%
Utilities 3%
----
100%
====

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

- --------------------------------------------------------------------------
Top Largest Equity Holdings
- --------------------------------------------------------------------------
1. Telefonos de Mexico S.A. de C.V. "L" (ADR)
Telecommunication services
2. Compania de Telefonos de Chile, S.A. (ADR)
Telecommunication services
3. Grupo Carso, S.A. de C.V. "A"
Industrial conglomerate in Mexico
4. Perez Companc S.A. "B"
Industrial conglomerate in Argentina
5. Telecomunicacoes de Sao Paulo S.A. (pfd.)
Telecommunication services in Brazil
6. YPF S.A. "D" (ADR)
Petroleum company in Argentina
7. Grupo CIFRA S.A. de C.V. "C"
Retailer in Mexico
8. Companhia Vale de Rio Doce (pfd.)
Diverse mining and industrial complex in Brazil
9. Petroleo Brasileiro S.A. (pfd.)
Petroleum company in Brazil
10. Kimberly-Clark de Mexico S.A. de C.V. "A"
Consumer paper products company

The addition of Companhia Vale do Rio Doce to the Fund's list of
ten largest holdings is indicative of our enthusiasm for the future
of Brazil's metals and mining industries.

For more complete details about the Fund's Investment Portfolio
see page 12.
A monthly investment portfolio summary is available upon request.
<PAGE>

PORTFOLIO MANAGEMENT DISCUSSION
Dear Shareholders,

We are pleased to report on the investment activities of Scudder Latin
America Fund for the fiscal year ended October 31, 1994. The Fund continued
to enjoy satisfactory growth in its market acceptance and net assets during
the year. Shareholder accounts totaled 93,401 at the end of the fiscal year
and net assets were $809.4 million. By comparison, the Fund had less than
32,000 shareholder accounts and $261 million of net assets on October 31,
1993.

In a year when many financial markets were under pressure, the Fund
reported a gratifying 33.43% total return through October 31, 1994, which
includes $0.12 per share of income dividends and capital gain
distributions. The Fund's return lagged the 48.17% increase in the
unmanaged IFC Global Latin America Index. However, as performance data on
page 4 indicate, the Fund has modestly outperformed this index since the
end of 1992. The IFC Global Latin America Index is compiled by the
International Finance Corporation, an affiliate of the World Bank.

Latin American stock market returns were not uniform from country to
country. The table below shows the investment returns for each of the
country components of the Index.

(BAR CHART TITLE) Total Returns in Latin American Stock Markets
(For the year ended October 31, 1994)

(CHART DATA)
Argentina Global Index 13.56%
Brazil Global Index 105.31%
Chile Global Index 84.16%
Colombia Global Index 60.26%
Mexico Global Index 17.29%
Peru Global Index 61.14%
Venezuela Global Index -19.49%
IFC Global Latin America Index 48.17%

Source: IFC Emerging Markets Database
Past performance is no indication of future results.

(CALLOUT NEXT TO CHART) - The Fund benefited from Brazil's soaring stock
market, although it was underweighted in Chilean stocks, which also
provided exceptional returns during the period.

Index weightings and stock market returns for individual countries are
only a few of the factors explaining short-term investment performance. The
Fund's return for the year clearly would have been enhanced had it had a
greater participation in the dynamic Chilean stock market. (The Fund's
participation in Chile was limited due to Chilean market restrictions.) On
the other hand, its strong emphasis on Brazil and negligible exposure to
Venezuela contributed positively to the year's investment results. Also,
due to market restrictions, the Fund did not begin investing in the
Colombian stock market until after the close of its 1994 fiscal year.

A simple point-to-point view of the Fund's price performance for
fiscal 1994 masks what was truly a volatile year for the region's principal
stock markets. Within a 12-month period, for example, the Fund's net asset
value (NAV) experienced two bull markets and one bear market. The Fund's
fiscal year began on a bullish note, triggered by the U.S. Congress's
ratification of the NAFTA treaty in November. In just four months, the
Fund's NAV rose 39.8%, closing at $25.73 on February 16, the high for the
year. Over the next two months, however, net asset value fell 28.3%, to the
year's low of $18.45 on April 20, before beginning a 32.5% recovery to the
October 31, 1994 closing NAV of $24.44. Volatility of this nature is
extreme, even for Latin America.

The Fund's volatile performance mirrored the waves of euphoria and
despair that alternately swamped the region's financial markets. Virtually
straight-line increases in many stock markets for years prior to 1994 may
have lulled investors into believing that Latin America was a blessed
combination of Swiss stability and Asian growth. Any illusions of this
nature were done in by the year's unexpected fluctuations in global
fixed-income markets, unanticipated incidences of civil unrest and
politically motivated violence, uncertain outcomes for critical
presidential elections in Brazil and Mexico, and unstable exchange rates.
Negative investor psychology pulled prices lower, but company profits
remained above the fray of political and financial market turmoil. In fact,
reported earnings to date for most of the Fund's portfolio holdings equaled
or exceeded expectations.

Economic Growth Should Continue

With the exception of Venezuela, we expect all the principal Latin
American countries to show positive rates of economic growth for 1994 and
1995. (See table on page 8.)

<TABLE>
<CAPTION>
Economic Growth Forecasts
1993 1994* 1995*
<S> <C> <C> <C>
Argentina 6.0% 5.0% 4.0%
Brazil 4.1 3.4 4.5
Chile 6.0 4.5 6.0
Columbia 5.3 5.0 4.5
Mexico 0.4 3.0 4.0
Peru 7.0 7.5 6.0
Venezuela -1.0 -4.0 -1.5
* Estimated
Source: Scudder Latin America Group
</TABLE>

(CALLOUT NEXT TO TABLE) - Based on our forecasts, economic growth in most
Latin American countries should remain strong in 1995.

We believe Peru will enjoy the most dynamic economic performance
within the region, and it is interesting in this regard to contrast the
fruits of Peru's free-market policies with the negative effects of
Venezuela's retrograde populism. The Fund increased its investments in Peru
throughout the year, and the country accounted for 2.0% of the equity
portfolio at the end of fiscal 1994. The Peruvian stock market is
comparatively illiquid, but we anticipate broadening the Fund's exposure as
opportunities arise.

Mexico is clearly the comeback story of the year. Against a threadbare
0.4% rate of economic growth in 1993, we expect the Mexican economy to
expand by 3% this year and 4% in 1995. We believe growth beyond next year
will accelerate as the economy begins to draw benefits from rising capital
investment and expanding Mexican-U.S. trade. NAFTA has opened to Mexican
business a U.S. market that is some 20 times larger than its own. The
country's economic history provides no clue as to just how profitable NAFTA
may be for the Mexican corporate sector, and in our view the risk is that
the benefits of NAFTA will be underestimated. As Mexican entrepreneurs
learn to sell successfully in the U.S. market, reported earnings for many
companies are likely to grow at a much higher rate than could be achieved
by a purely Mexican commercial orientation.

The recent economic performance of Mexico and other Latin American
countries has been less robust than the economic growth rates we anticipate
these countries achieving over the next few years. The modernization
process and opening of traditionally closed markets to global competition
have been detrimental to short-term economic growth. This is not
surprising, given the economic costs entailed by the adjustment process:
Privatized companies shed redundant workers, newly balanced government
budgets eliminate the stimulative and inflationary consequences of massive
deficits, real interest rates place enormous pressure on the financial
health of leveraged small- and medium-sized companies that lack access to
low-cost external capital, appreciating exchange rates stimulate import
demand at the expense of locally produced goods, and global competition
forces hitherto protected local industry to undergo a painful process of
corporate restructuring.

Growth rates have also been affected by the varied pace of reforms in
the region. Chile, for example, has completed its modernization, and its
economy is growing solidly. In Mexico, the adjustment process is just
drawing to a close, setting the stage for Mexico to resume growing at a
reasonably consistent 5% to 6% rate. The Zedillo administration is expected
to continue the reforms of the Salinas government, and we anticipate no
discontinuities in economic policy.

Promising Developments in Brazil

The Fund's exposure to Brazilian companies has increased significantly
since the April 30 semiannual report to shareholders. Brazil's share of the
equity portfolio increased from 21% to 33%, mainly at the expense of
reduced weightings for Mexico and Argentina. Given this shift in
geographical emphasis, two Brazilian companies displaced the Argentine
telephone companies on the Fund's list of its ten largest equity holdings.
They are Companhia Vale do Rio Doce, a diversified mining and forest
products company, and Telecomunicacoes de Sao Paulo, the country's largest
telephone company. The Brazilian government holds voting control of these
companies, and it is possible they may be privatized at some point by the
Cardoso government.

As a result of the Fund's purchases of Companhia Vale do Rio Doce and
Brazil's two leading flat steel producers_Companhia Siderugica Nacional and
Usinas Siderugicas de Minas Gerais_the metals and minerals industry
accounted for 10% of the equity portfolio at year-end, versus 6% at
midyear.

Economic modernization is still in its early stages in Brazil. The
private sector went through an extensive restructuring early in the decade
and currently enjoys a high degree of efficiency and productivity. The
public sector has made only limited advances in stabilizing its finances,
due principally to the inability of congress to reach a consensus on the
redistribution of economic and political power. We believe, however, that
the public sector modernization process will accelerate under newly elected
president Fernando Henrique Cardoso.

Cardoso was the architect of Brazil's highly successful anti-inflation
program_the Real Plan_during his tenure as Minister of Finance. His
economic stabilization program met with outstanding success. Inflation fell
from 50% in June, the month immediately preceding the conversion of
Brazil's currency to the Real, to monthly rates of approximately 3% at
year-end. Public approval of the Real Plan was enthusiastic and carried
Cardoso to the presidency in October with over 54% of the valid votes cast,
more than double the share of votes received by the second-place candidate.

Cardoso will assume the presidency with an unambiguous mandate from
the public to bring to Brazil price stability, policy predictability,
rising investment and employment, and efficiency and productivity_qualities
that have been achieved by every Latin American nation that has gotten back
on the track of economic expansion and rising living standards. Because the
outcome of the congressional and gubernatorial elections also favored
Cardoso, he should easily receive the legislative support his
administration will require in order to secure the goals that Brazilians
have clearly articulated.

The Next 12 Months

We are optimistic about the Fund's outlook for fiscal 1995. Economic
activity and corporate earnings should remain favorable for those Latin
American countries in which the Fund has established important investment
stakes. The so-called southern cone common market (Mercosul) will have its
formal launch in January, and this will stimulate trade among its members:
Argentina, Brazil, Paraguay, and Uruguay. Chile may be invited to join
Mercosul and has recently been asked to join the North America Free Trade
Zone. Mexico should enjoy improved economic growth, despite investor
concern for political violence, current account deficits, and the exchange
rate. Argentina and Peru will have presidential elections in 1995, but no
change is expected in the free-market policies of the incumbent
administrations.

We have no idea if fiscal 1995 will be as volatile as 1994 for global
financial markets. We hope not. The lesson to be learned from 1994,
however, is that stock markets can be volatile for reasons that have very
little to do with a nation's underlying growth and corporate earnings.

Scudder Latin America Fund enters fiscal 1995 with strong cash
reserves and is prepared to take advantage of opportunities that volatility
might expose. As usual, we will favor investing in companies that generate
strong levels of cash and reinvest heavily in expanding and modernizing
their businesses. It is this high rate of cash flow put back into the
business that sets the stage for earnings growth and future investment
returns.

Sincerely,

Your Portfolio Management Team

/s/Edmund B. Games /s/Joyce E. Cornell
Edmund B. Games Joyce E. Cornell

/s/William F. Truscott
William F. Truscott

Scudder Latin America Fund:
A Team Approach to Investing

Scudder Latin America 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. They are supported by Scudder's large staff
of economists, research analysts, traders, and other investment specialists
who work in Scudder's offices across the United States and abroad. We
believe our team approach benefits Fund investors by bringing together many
disciplines and leveraging Scudder's extensive resources.

Lead Portfolio Manager Edmund B. Games has set the Fund's investment
strategy and overseen its daily operation since the Fund was introduced in
1992. Ed joined Scudder's equity research area in 1960 and has focused on
Latin American stocks since 1988. Joyce E. Cornell, Portfolio Manager, has
focused on stock selection since 1993. Joyce, who has seven years of
investment experience as a research analyst, joined Scudder in 1991.
William F. Truscott, Portfolio Manager, contributes expertise on the Fund's
Latin American investments, a role he has filled since the Fund commenced
operations. Ted joined Scudder in 1992 and has 11 years of experience in
the financial industry, including seven years specifically focused on Latin
American investments.

<PAGE>

<TABLE>
SCUDDER LATIN AMERICA FUND
INVESTMENT PORTFOLIO as of October 31, 1994
- -------------------------------------------------------------------------------------------------------------------------
<CAPTION>
% of Principal Market
Portfolio Amount (U.S.$) Value ($)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
6.6% REPURCHASE AGREEMENT
---------------------------------------------------------------------------------
53,952,000 Repurchase Agreement with Donaldson,
Lufkin & Jenrette dated 10/31/94 at 4.7%,
to be repurchased at $53,959,044 on 11/1/94,
collateralized by a $45,019,000 U.S. Treasury
Bond, 10.375%, 11/15/09 (Cost $53,952,000) . . . . 53,952,000
-------------
5.5% SHORT-TERM NOTES
---------------------------------------------------------------------------------
25,000,000 Federal Home Loan Mortgage Corp.,
Discount Note, 4.92%, 11/2/94 . . . . . . . . . . 24,996,583
20,000,000 Federal National Mortgage Association,
Discount Note, 4.82%, 11/23/94 . . . . . . . . . . 19,941,089
-------------
TOTAL SHORT-TERM NOTES (Cost $44,937,672) . . . . . 44,937,672
-------------
87.9% EQUITY SECURITIES

Shares
---------------------------------------------------------------------------------
ARGENTINA 15.7% 4,758,938 Astra Corporacion (Petroleum company) . . . . . . . 9,996,266
1,222,021 Bagley y Cia Ltd. S.A. "B" (Producer of
cookies and biscuits) . . . . . . . . . . . . . . 4,889,306
3,000,000 BI S.A. "A" (Venture capital company) (b) (c) (d). . 3,000,000
1,200 Buenos Aires Embotelladora S.A. "B"
(Soft drink bottler and distributor) . . . . . . . 2,298,575
50,000 Buenos Aires Embotelladora S.A. "B" (ADR) . . . . . 1,918,750
396,701 Corporacion Cementera Argentina "B"
(Cement producer) (c) . . . . . . . . . . . . . . 3,293,442
399,326 Juan Minetti y Cia "B" (Cement company) . . . . . . 2,456,469
516,034 Molinos Rio de la Plata "B" (Food producer) (c) . . 4,506,103
1,445,536 Nobleza Piccardo (Tobacco company) . . . . . . . . 7,012,603
5,182,000 Perez Companc S.A. "B" (Industrial
conglomerate) . . . . . . . . . . . . . . . . . . 27,989,797
500,000 Quilmes Industrial S.A. (Leading beer
distributor) . . . . . . . . . . . . . . . . . . 13,125,000
1,691,550 Telecom de Argentina "B"
(Telecommunication services) . . . . . . . . . . . 10,287,196
1,670,089 Telefonica de Argentina "B" (Telecommunication
services) . . . . . . . . . . . . . . . . . . . . 10,307,026
1,120,000 YPF SA "D" (ADR) (Petroleum company) . . . . . . . . 27,020,000
-------------
128,100,533
-------------

The accompanying notes are an integral part of the financial statements.
</TABLE>

<PAGE>
<TABLE>
INVESTMENT PORTFOLIO
- -------------------------------------------------------------------------------------------------------------------------
<CAPTION>
% of Market
Portfolio Shares Value ($)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
BRAZIL 29.4% 50,539,600 Banco Itau S.A. (pfd.) (Bank) . . . . . . . . . . 16,227,763
3,093,785 COPENE Petroquimica do Nordeste S.A. "A"
(pfd.) (Leading producer of petrochemicals) (c). . 2,895,841
58,475,145 Companhia Cervejaria Brahma (pfd.)
(Leading beer producer and distributor) . . . . . 20,577,154
1,957,888 Companhia Cervejaria Brahma (pfd.)
Warrants (expire 9/30/96) (c) . . . . . . . . . 185,582
216,200,000 Companhia Energetica de Minas Gerais
(pfd.) (Electric utility) . . . . . . . . . . . . 22,029,858
42,289,500 Companhia Paranaense de Energia
(voting) (Electric utility) . . . . . . . . . . . 419,889
15,347,000 Companhia Petroquimica do Sul S.A.
(Chemical producer) . . . . . . . . . . . . . . 1,091,019
17,400,000 Companhia Sidercrgica Belgo-Mineira (pfd.)
(Steel wires and wire products) . . . . . . . . . 2,845,024
310,300,000 Companhia Siderurgica Nacional
(voting) (Steel producer) . . . . . . . . . . . . 14,264,976
662,500 Companhia Souza Cruz S.A. (voting) (Holding
company: cigarettes and tobacco,
fiber cellulose) . . . . . . . . . . . . . . . . 6,279,621
1,446,840 Companhia Suzano de Papel e Celulose S.A.
(pfd.) (Paper products) . . . . . . . . . . . . . 9,171,320
122,000,000 Companhia Vale do Rio Doce (pfd.) (Diverse
mining and industrial complex) . . . . . . . . . 26,524,882
406,388 Companhia Vidraria Santa Marina
(voting) (Glass producer) . . . . . . . . . . . . 2,287,136
2,112,000 Empresa Brasileira de Compressores S.A. (pfd.)
(Manufacturer of electrical equipment) . . . . 2,122,009
1,611,829 Indcstrias Klabin de Papel e Celulose S.A. (pfd.)
(Producer of papers and paper products,
newsprint, and cardboard boxes) . . . . . . . . 2,826,430
215,867,360 Lojas Americanas S.A. (pfd.) (Discount
department store chain) . . . . . . . . . . . . 6,649,942
142,888,380 Lojas Americanas S.A. (voting) . . . . . . . . . . 4,926,602
9,250,000 Metal Leve S.A. Industria e Comercio (pfd.)
(Manufacturer of automobile parts) . . . . . . . 482,227
166,999,999 Petroleo Brasileiro S.A. (pfd.)
(Petroleum company) . . . . . . . . . . . . . . 25,722,749
10,440,000 Sadia Concordia S.A. (pfd.) (Processed
poultry and meat) . . . . . . . . . . . . . . . 15,895,024
53,500,000 Telecomunicacoes de Sao Paulo S.A. (pfd.)
(Telecommunication services) . . . . . . . . . 27,257,109
791,176 Telecomunicacoes de Sao Paulo S.A.
Rights (expire 11/24/94) (b) (c) . . . . . . . . 8,709
2,270,986 Telecomunicacoes do Parana S.A. (pfd.)
(Telecommunication services) . . . . . . . . . . 834,130

The accompanying notes are an integral part of the financial statements.
</TABLE>

<PAGE>

<TABLE>
SCUDDER LATIN AMERICA FUND
- -------------------------------------------------------------------------------------------------------------------------
<CAPTION>
% of Market
Portfolio Shares Value ($)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
11,600,000,000 Usinas Siderurgicas de Minas Gerais S.A.
(pfd.) (Non-coated flat products and
electrolytic galvanized products) . . . . . . 19,104,265
692,676,920 White Martins S.A. (voting) (Chemical
company) . . . . . . . . . . . . . . . . . . 9,167,300
-------------
239,796,561
-------------
CHILE 6.7% 350,000 Compania de Telefonos de Chile, S.A.
(ADR) (Telecommunication services) . . . . . . 32,943,750
342,800 Cristalerias de Chile (ADR) (Glassworks) . . . . 7,370,200
250,300 Embotelladora Adina (ADR) (Soft drink
producer) . . . . . . . . . . . . . . . . . . 6,914,538
281,200 Maderas y Sinteticos S.A. (ADR) (Manufacturer
of particle board and veneers) . . . . . . . . 7,873,600
-------------
55,102,088
-------------
MEXICO 33.9% 1,250,000 Apasco, S.A. de C.V. "A" (Cement producer) . . . 11,638,056
300,000 Coca-Cola FEMSA, S.A. de C.V. "L" (ADR)
(Soft drink bottler and distributor) . . . . . 9,262,500
600,000 Empresa ICA Sociedad Controladora S.A.
(ADR) (Construction company) . . . . . . . . 17,775,000
2,402,000 Fomento Economico Mexicano, S.A. de C.V. "B"
(Producer of beer and soft drinks) . . . . . . 10,552,866
2,800,000 Grupo Carso, S.A. de CV "A" (Diversified
industrial group) (c) . . . . . . . . . . . . 29,775,967
10,002,000 Grupo CIFRA S.A. de C.V. "C" (Retailer) . . . . 26,947,489
1,859,000 Grupo Continental, S.A. "B" (Soft drink bottler) 9,735,816
2,191,500 Grupo Embotellador de Mexico S.A. de
C.V. "B" (Soft drink bottler) . . . . . . . . 10,010,634
71,150 Grupo Embotellador de Mexico S.A. de C.V.
(GDR) . . . . . . . . . . . . . . . . . . . . 1,805,431
1,000,000 Grupo Embotelladora Unidas "B"
(Soft drink producer) . . . . . . . . . . . . 4,358,452
700,000 Grupo Financiero Banamex-Accival,
S.A. de C.V. "B" (Commercial bank) . . . . . . 4,276,986
794,000 Grupo Financiero Banamex-Accival, S.A.
de C.V. "L" . . . . . . . . . . . . . . . . . 5,267,152
1,320,000 Grupo Financiero Bancomer S.A. de
C.V. "B" (Commercial bank) . . . . . . . . . 1,267,384
1,000,000 Grupo Financiero Bancomer S.A. de
C.V. "C" . . . . . . . . . . . . . . . . . . . 1,157,987
1,160,000 Grupo Financiero Inversiones
Bursatiles S.A. "C" (Banking and insurance). . 4,995,054
7,362,000 Grupo Herdez S.A. de C.V. "A" (Producer of
packaged foods) . . . . . . . . . . . . . . . 6,425,953

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

</TABLE>

<PAGE>

<TABLE>
INVESTMENT PORTFOLIO
- -------------------------------------------------------------------------------------------------------------------------
<CAPTION>
% of Market
Portfolio Shares Value ($)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
530,000 Grupo Industrial Alfa S.A. "A"
(Conglomerate: steel, petrochemicals,
packaged food) . . . . . . . . . . . . . . . . . 7,247,600
1,300,000 Grupo Industrial Bimbo, S.A. de C.V. "A"
(Producer of bread and other baked goods) . . . . 10,552,808
6,000,000 Grupo Industrial Maseca S.A. de C.V. "B"
(Food producer) . . . . . . . . . . . . . . . . 9,775,967
1,296,000 Kimberly-Clark de Mexico S.A. de C.V. "A"
(Consumer paper products company) . . . . . . . 25,716,381
7,700,000 Organizacion Soriana S.A. "A" (Retailer) (c) . . . 11,425,662
367,800 Panamerican Beverages Inc. "A" (Soft drink
bottler) . . . . . . . . . . . . . . . . . . . . 12,689,100
600,000 Telefonos de Mexico S.A. de C.V. "L" (ADR)
(Telecommunication services) . . . . . . . . . . 33,075,000
550,500 Tolmex S.A. de C.V. "B2" (Cement producer) . . . . 8,008,438
150,000 Vitro SA (ADR) (Manufacturer of glass
containers) . . . . . . . . . . . . . . . . . . 3,093,750
------------
276,837,433
------------
PERU 2.1% 1,225,319 Banco de Credito del Peru (Bank) . . . . . . . . . 2,905,112
1,262,594 Cementos Lima S.A. "T" (Cement producer) . . . . . 2,914,115
1,216,487 Cerveceria Backus & Johnston S.A. "T"
(Brewery) . . . . . . . . . . . . . . . . . . . 2,993,421
312,077 Embotelladora de Lima S.A. "T" (Bottler) . . . . . 1,261,200
1,227,980 Indcstrias Pacocha S.A. "T" (Food producer) . . . 1,885,807
1,029,665 La Fabril S.A. "T" (Food producer). . . . . . . . 1,965,010
535,168 Southern Peru Copper Corp. "T" (Mining
company) . . . . . . . . . . . . . . . . . . . . 3,292,232
------------
17,216,897
------------
VENEZUELA 0.1% 120,000 Mavesa SA (ADR) (Food processor) . . . . . . . . . 690,000
------------
TOTAL EQUITY SECURITIES (Cost $582,582,922) . . . 717,743,512
------------
- -------------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENT PORTFOLIO -- 100.0%
(Cost $681,472,594) (a) . . . . . . . . . . . . 816,633,184
============

The accompanying notes are an integral part of the financial statements.
</TABLE>

<PAGE>
SCUDDER LATIN AMERICA FUND
- --------------------------------------------------------------------------------

(a) The cost for federal income tax purposes was $681,647,454. At
October 31, 1994, net unrealized appreciation for all securities
based on tax cost was $134,985,730. This consisted of aggregate
gross unrealized appreciation for all securities in which there
was an excess of market value over tax cost of $152,963,978 and
aggregate gross unrealized depreciation for all securities in
which there was an excess of tax cost over market value of
$17,978,248.

(b) Securities valued in good faith by the Valuation Committee of the
Board of Directors. The cost of these securities at October 31,
1994 aggregated $3,000,000. See Note A of the Notes to Financial
Statements.

(d) This security has certain restrictions as to resale. Information
concerning such security holding at October 31, 1994 is as follows:

<TABLE>
<CAPTION>
Acquisition Date Cost ($) % of Total Assets
---------------- -------- -----------------
<S> <C> <C>
10/22/93 3,000,000 0.4

See page 5 for sector diversification.

</TABLE>

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

<PAGE>

<TABLE>

FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------------------

STATEMENT OF ASSETS AND LIABILITIES

OCTOBER 31, 1994
- ------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Investments, at market (identified cost $681,472,594)
(Note A) . . . . . . . . . . . . . . . . . . . . . . . . $ 816,633,184
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . 298
Foreign currency holdings, at market
(identified cost $144,651) (Note A) . . . . . . . . . . 145,157
Forward foreign currency exchange contracts
to buy, at market (contract cost $2,630,048)
(Notes A and D) . . . . . . . . . . . . . . . . . . . . 2,624,060
Receivable on forward foreign currency
exchange contracts to sell (Notes A and D) . . . . . . . 4,866
Receivable on Fund shares sold . . . . . . . . . . . . . . 1,900,687
Dividends and interest receivable . . . . . . . . . . . . . 314,065
Deferred organization expenses (Note A) . . . . . . . . . . 49,867
Other assets . . . . . . . . . . . . . . . . . . . . . . . 11,079
-------------
Total assets . . . . . . . . . . . . . . . . . . . . 821,683,263
LIABILITIES
Payables:
Investments purchased . . . . . . . . . . . . . . . . . $ 6,976,075

Fund shares redeemed . . . . . . . . . . . . . . . . . . 1,018,167
Accrued management fee (Note C) . . . . . . . . . . . . 914,164
Other accrued expenses (Note C) . . . . . . . . . . . . 773,302
Forward foreign currency exchange
contracts to buy (Notes A and D) . . . . . . . . . . 2,630,048
Forward foreign exchange contracts to sell, at
market (contract cost $4,866) (Notes A and D) . . . . 4,860
-----------
Total liabilities . . . . . . . . . . . . . . . . . . 12,316,616
-------------
Net assets, at market value . . . . . . . . . . . . . . . . $ 809,366,647
=============
NET ASSETS
Net assets consist of:
Unrealized appreciation (depreciation) on:
Investments . . . . . . . . . . . . . . . . . . . . . $ 135,160,590
Foreign currency related transactions . . . . . . . . (6,807)
Accumulated net realized gain (Note F) . . . . . . . . . 24,874,564
Capital stock . . . . . . . . . . . . . . . . . . . . . 331,224
Additional paid-in capital . . . . . . . . . . . . . . . 649,007,076
-------------
Net assets, at market value . . . . . . . . . . . . . . . . $ 809,366,647
=============
NET ASSET VALUE, offering and redemption price
(Note A) per share ($809,366,647 / 33,122,382
shares of capital stock outstanding, $.01 par
value, 100,000,000 shares authorized) . . . . . . . . . $24.44
======
</TABLE>

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

<PAGE>

<TABLE>

SCUDDER LATIN AMERICA FUND
- ---------------------------------------------------------------------------------------
STATEMENT OF OPERATIONS

YEAR ENDED OCTOBER 31, 1994
- ---------------------------------------------------------------------------------------
<S> <C> <C>
INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $422,931) . . $ 7,586,499
Interest . . . . . . . . . . . . . . . . . . . . . . . . 3,113,427
------------
10,699,926

Expenses:
Management fee (Note C) . . . . . . . . . . . . . . . . . $ 7,169,711
Services to shareholders (Note C) . . . . . . . . . . . . 2,051,168
Directors' fees and expenses (Note C) . . . . . . . . . . 61,215
Custodian fees . . . . . . . . . . . . . . . . . . . . . 1,561,208
Federal registration . . . . . . . . . . . . . . . . . . 144,529
Reports to shareholders . . . . . . . . . . . . . . . . . 381,256
Brazilian transaction tax . . . . . . . . . . . . . . . . 288,753
Auditing . . . . . . . . . . . . . . . . . . . . . . . . 80,897
Legal . . . . . . . . . . . . . . . . . . . . . . . . . . 32,680
State registration . . . . . . . . . . . . . . . . . . . 81,371
Amortization of organization expenses (Note A). . . . . . 16,156
Other . . . . . . . . . . . . . . . . . . . . . . . . . . 27,253 11,896,197
----------- ------------
Net investment loss . . . . . . . . . . . . . . . . . . (1,196,271)
------------
NET REALIZED AND UNREALIZED GAIN ON
INVESTMENT TRANSACTIONS
Net realized gain from:
Investments . . . . . . . . . . . . . . . . . . . . . 25,693,336
Foreign currency related transactions . . . . . . . . 37,679 25,731,015
-----------
Net unrealized appreciation during the
period on:
Investments . . . . . . . . . . . . . . . . . . . . . 90,367,185
Foreign currency related transactions . . . . . . . . 34,514 90,401,699
------------ ------------
Net gain on investment transactions . . . . . . . . . . . 116,132,714
------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS . . $114,936,443
============
</TABLE>

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

<PAGE>

<TABLE>

FINANCIAL STATEMENTS
- ----------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
- ----------------------------------------------------------------------------------
<CAPTION>
FOR THE PERIOD
DECEMBER 8, 1992
(COMMENCEMENT OF
YEAR ENDED OPERATIONS) TO
OCTOBER 31, OCTOBER 31,
INCREASE (DECREASE) IN NET ASSETS 1994 1993
- ----------------------------------------------------------------------------------
<S> <C> <C>
Operations:
Net investment income (loss) . . . . . . . . . . $ (1,196,271) $ 354,648

Net realized gain from investment
transactions . . . . . . . . . . . . . . . . . 25,731,015 1,275,791
Net unrealized appreciation on
investment transactions during the period . . 90,401,699 44,752,084
------------- ------------
Net increase in net assets resulting
from operations . . . . . . . . . . . . . . . 114,936,443 46,382,523
------------- ------------
Distributions to shareholders:
In excess of net investment income
($.055 per share) . . . . . . . . . . . . . (1,013,185) --
------------- ------------
From net realized gains from investment
transactions ($.055 per share) . . . . . . (1,013,185) --
------------- ------------
Fund share transactions:
Proceeds from shares sold . . . . . . . . . . . . 635,744,643 225,096,645
Net asset value of shares issued to
shareholders in reinvestment of
distributions . . . . . . . . . . . . . . . . 1,910,655 --
Cost of shares redeemed (Note A) . . . . . . . . (201,760,965) (10,918,127)
------------- ------------
Net increase in net assets from Fund share
transactions . . . . . . . . . . . . . . . . . 435,894,333 214,178,518
------------- ------------
INCREASE IN NET ASSETS . . . . . . . . . . . . . 548,804,406 260,561,041
Net assets at beginning of period . . . . . . . . 260,562,241 1,200
------------- ------------
NET ASSETS AT END OF PERIOD (including
undistributed net investment income of
$354,648 at October 31, 1993) . . . . . . . . $ 809,366,647 $260,562,241
============= ============
OTHER INFORMATION
INCREASE (DECREASE) IN FUND SHARES
Shares outstanding at beginning of period . . . . 14,153,599 100
------------ ------------
Shares sold . . . . . . . . . . . . . . . . . . . 28,213,736 14,836,006
Shares issued to shareholders in
reinvestment of distributions . . . . . . . . 88,171 --
Shares redeemed . . . . . . . . . . . . . . . . . (9,333,124) (682,507)
------------- ------------
Net increase in Fund shares . . . . . . . . . . . 18,968,783 14,153,499
------------- ------------
Shares outstanding at end of period . . . . . . . 33,122,382 14,153,599
============= ============

</TABLE>

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

<PAGE>

<TABLE>

SCUDDER LATIN AMERICA FUND
FINANCIAL HIGHLIGHTS
- ------------------------------------------------------------------------------------------------------------------
THE FOLLOWING TABLE INCLUDES SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT
EACH PERIOD AND OTHER PERFORMANCE INFORMATION DERIVED FROM THE FINANCIAL STATEMENTS.
<CAPTION>

(b) Total returns are higher due to maintenance of the Fund's expenses.

* Annualized

** Not annualized

</TABLE>

<PAGE>

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

A. SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------------------
Scudder Latin America Fund (the "Fund") is a non-diversified series of Scudder
International Fund, Inc. (the "Corporation"). The Corporation is organized as a
Maryland corporation and is registered under the Investment Company Act of
1940, as amended, as an open-end, management investment company. The policies
described below are followed consistently by the Fund in the preparation of its
financial statements in conformity with generally accepted accounting
principles.

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

Portfolio debt securities with remaining maturities greater than sixty days are
valued by pricing agents approved by the Officers of the Fund, which quotations
reflect broker/dealer-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.
Short-term investments having a maturity of sixty days or less are valued at
amortized cost.

All other securities are valued at their fair value as determined in good faith
by the Valuation Committee of the Board of Directors. Securities valued in good
faith by the Valuation Committee of the Board of Directors at fair value
amounted to $3,008,709 (0.4% of net assets) and have been noted in the
investment portfolio as of October 31, 1994.

<PAGE>
SCUDDER LATIN AMERICA FUND
- --------------------------------------------------------------------------------

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

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

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

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

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

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

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. In connection with portfolio
purchases and sales of securities denominated in a foreign currency, the Fund
may enter into forward foreign currency exchange contracts ("contracts").
Additionally, the Fund may enter into contracts to hedge certain other foreign
currency denominated assets. Contracts are recorded at market value. Certain
risks may arise upon entering into these contracts from the potential inability
of counter-parties to meet the terms of their contracts. Realized and
unrealized gains and losses arising from such transactions are included in net
realized and unrealized gain from investment and foreign currency related
transactions.

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

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

REDEMPTION FEES. In general, shares of the Fund may be redeemed at net asset
value. However, upon the redemption or exchange of shares held by shareholders
for less than one year, a fee of 2% of the lower of cost or the current net
asset value of the shares will be assessed and retained by the Fund for the
benefit of the remaining shareholders. The redemption fee is accounted for as
an addition to paid-in capital. Total redemption fees received by the Fund for
the year ended October 31, 1994 amounted to $3,109,377.

DISTRIBUTION OF INCOME AND GAINS. Distribution of net investment income is made
annually. During any particular year net realized gains from investment
transactions, in excess of available capital loss carryforwards, would be
taxable to the Fund if not distributed and, therefore, will be distributed to
shareholders annually. An additional distribution may be made to the extent
necessary to avoid the payment of a four percent federal excise tax. Earnings
and profits distributed to shareholders on redemption of Fund shares ("tax
equalization") may be utilized by the Fund, to the extent permissible, as part
of the Fund's dividends paid deduction on its federal tax returns.

The timing and characterization of certain income and capital gains
distributions are determined annually in accordance with federal tax
regulations which may differ from generally accepted accounting principles.
These differences primarily relate to investments in foreign denominated
investments and passive foreign investment companies and certain securities
sold at a loss. As a result, net investment income (loss) and net realized gain
(loss) on investment transactions for a reporting period may differ
significantly from distributions during such period. Accordingly, the Fund may
periodically make reclassifications among certain of its capital accounts
without impacting the net asset value of the Fund. The net investment loss for
the year ended October 31, 1994, is not available as a carryforward by the Fund
and therefore has been charged to additional paid-in capital.

<PAGE>
SCUDDER LATIN AMERICA FUND
- --------------------------------------------------------------------------------

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

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

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

B. PURCHASES AND SALES OF SECURITIES
- --------------------------------------------------------------------------------
During the year ended October 31, 1994, purchases and sales of investment
securities (excluding short-term investments) aggregated $483,093,969 and
$115,261,022, respectively.

C. RELATED PARTIES
- --------------------------------------------------------------------------------
Under the Investment Management Agreement (the "Management Agreement") with
Scudder, Stevens & Clark, Inc. (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 Management Agreement.
The management fee payable under the Management Agreement is equal to an annual
rate of 1.25% of the Fund's average daily net assets, computed and accrued
daily and payable monthly. The Management Agreement provides that if the Fund's
expenses, exclusive of taxes, interest, and extraordinary expenses, exceed
specified limits, such excess, up to the amount of the management fee, will be
paid by the Adviser. As a result, for the year ended October 31, 1994, the
Adviser did not impose a portion of its management fee amounting to $229,325,
and the portion imposed amounted to $7,169,711.

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

Scudder Service Corporation ("SSC"), a wholly-owned subsidiary of the Adviser,
is the transfer, dividend paying and shareholder service agent for the Fund.
For the year ended October 31, 1994, the amount charged to the Fund by SSC
aggregated $1,644,233 of which $158,437 is unpaid at October 31, 1994.

The Fund pays each of its Directors not affiliated with the Adviser $4,000
annually, plus specified amounts for attended board and committee meetings. For
the year ended October 31, 1994, Directors' fees and expenses aggregated
$61,215.

D. COMMITMENTS
- --------------------------------------------------------------------------------
As of October 31, 1994, the Fund had entered into the following forward foreign
currency exchange contracts resulting in net unrealized depreciation of $5,982.

<TABLE>
<CAPTION>
NET UNREALIZED
APPRECIATION
SETTLEMENT (DEPRECIATION)
CONTRACTS TO DELIVER IN EXCHANGE FOR DATE (U.S.$)
- ------------------------- -------------------------- ---------- --------------
<S> <C> <C> <C> <C> <C>
U.S. Dollar 389,248 Brazilian Real 328,135 11/1/94 (461)
U.S. Dollar 973 Brazilian Real 820 11/1/94 (1)
U.S. Dollar 3,892 Brazilian Real 3,281 11/1/94 (5)
U.S. Dollar 245,462 Argentinean Peso 245,217 11/1/94 (184)
U.S. Dollar 250,538 Argentinean Peso 250,488 11/2/94 13
U.S. Dollar 246,854 Argentinean Peso 246,483 11/3/94 (309)
U.S. Dollar 86,007 Mexican Peso 295,176 11/3/94 (125)
U.S. Dollar 231,780 Mexican Peso 795,469 11/3/94 (337)
U.S. Dollar 797,392 Mexican Peso 2,738,243 11/4/94 (696)
U.S. Dollar 103,805 Peruvian New Sol 229,929 11/2/94 (559)
U.S. Dollar 274,097 Peruvian New Sol 603,014 11/4/94 (3,324)
Brazilian Real 820 U.S. Dollar 973 11/1/94 1
Brazilian Real 3,281 U.S. Dollar 3,893 11/1/94 5
------
(5,982)
======
</TABLE>

<PAGE>
SCUDDER LATIN AMERICA FUND
- --------------------------------------------------------------------------------

E. INVESTING IN EMERGING MARKETS
- --------------------------------------------------------------------------------
Investing in emerging markets may involve special risks and considerations not
typically associated with investing in the United States. These risks include
revaluation of currencies and future adverse political and economic
developments. Moreover, securities issued in these markets may be less liquid
and their prices more volatile than those of comparable securities in the
United States.

F. RECLASSIFICATION OF CAPITAL ACCOUNTS
- --------------------------------------------------------------------------------
As required, effective November 1, 1993, the Fund has adopted the provisions of
Statement of Position 93-2 "Determination, Disclosure and Financial Statement
Presentation of Income, Capital Gain and Return of Capital Distributions by
Investment Companies" (SOP). In implementing the SOP, the Fund has reclassified
$317,980 to increase undistributed net investment income and to decrease
accumulated net realized gain. These reclassifications, which have no impact on
the net asset value of the Fund, are primarily attributable to certain
differences in the computation of distributable income and capital gains under
federal income tax regulations versus generally accepted accounting principles.
The statement of changes in net assets and financial highlights for the prior
period have not been restated to reflect this change in presentation.

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

TO THE BOARD OF DIRECTORS OF SCUDDER INTERNATIONAL FUND, INC. AND TO THE
SHAREHOLDERS OF SCUDDER LATIN AMERICA FUND:

We have audited the accompanying statement of assets and liabilities of Scudder
Latin America Fund including the investment portfolio, as of October 31, 1994,
and the related statement of operations for the year then ended, the statements
of changes in net assets, and the financial highlights for the year then ended
and for the period December 8, 1992 (commencement of operations) to October 31,
1993. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1994, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Scudder Latin America Fund as of October 31, 1994, the results of its
operations for the year then ended, the changes in its net assets and the
financial highlights for the year then ended and for the period December 8,
1992 (commencement of operations) to October 31, 1993 in conformity with
generally accepted accounting principles.

Boston, Massachusetts COOPERS & LYBRAND L.L.P.
December 15, 1994

<PAGE>
SCUDDER LATIN AMERICA FUND
TAX INFORMATION
- --------------------------------------------------------------------------------

For its fiscal year ended October 31, 1994, the total amount of income received
by the Fund from sources within foreign countries and possessions of the United
States was $.013 per share (representing a total of $422,931). The total amount
of taxes paid by the Fund to such countries was $.013 per share (representing a
total of $422,931).

Pursuant to Section 852 of the Internal Revenue Code, the Fund designates
$18,188,852 as a long-term capital gain dividend for the fiscal year ended
October 31, 1994.
<PAGE>

OFFICERS AND DIRECTORS

Edmond D. Villani*
Chairman of the Board and Director

Nicholas Bratt*
President and Director

Paul Bancroft III
Director; Venture Capitalist and Consultant

Thomas J. Devine
Director; Consultant

William H. Gleysteen, Jr.
Director; President, The Japan Society, Inc.

William H. Luers
Director; President, The Metropolitan Museum of Art

Wilson Nolen
Director; Consultant

Juris Padegs*
Director, Vice President and Assistant Secretary

Daniel Pierce*
Director

Gordon Shillinglaw
Director; Professor Emeritus of Accounting, Columbia University
Graduate School of Business

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

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

Carol L. Franklin*
Vice President

Edmund B. Games*
Vice President

Jerard K. Hartman*
Vice President

William E. Holzer*
Vice President

Thomas W. Joseph*
Vice President

William F. Truscott*
Vice President

David S. Lee*
Vice President and Assistant Treasurer

Thomas F. McDonough*
Vice President and Secretary

Pamela A. McGrath*
Vice President and Treasurer

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

Kathryn L. Quirk*
Vice President and Assistant Secretary

Richard W. Desmond*
Assistant Secretary

Coleen Downs Dinneen*
Assistant Secretary

* Scudder, Stevens & Clark, Inc.

INVESTMENT PRODUCTS AND SERVICES

The Scudder Family of Funds

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

Institutional Cash Management
Scudder Institutional Fund, Inc.
Scudder Fund, Inc.
Scudder Treasurers Trust(tm)++

HOW TO CONTACT SCUDDER

Account Service and Information

For existing account service and transactions

SCUDDER SERVICE CORPORATION
1-800-225-5163

For account updates, prices, yields, exchanges and redemptions

SCUDDER AUTOMATED INFORMATION LINE (SAIL)
1-800-343-2890

Investment Information

To receive information about the Scudder funds, for additional
applications and prospectuses, or for investment questions

SCUDDER INVESTOR INFORMATION
1-800-225-2470

For establishing Keogh, 401(k) and 403(b) plans

SCUDDER GROUP RETIREMENT SERVICES
1-800-323-6105

Please address all correspondence to

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

Or stop by a Scudder Funds Center

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

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

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

Celebrating 75 Years of Serving Investors

This year marks the 75th anniversary of the founding of Scudder,
Stevens & Clark, Inc., investment adviser for the Scudder Funds.
Established in 1919 by Theodore Scudder, Sidney Stevens, and F. Haven
Clark, Scudder was the first independent investment counsel firm in the
United States. Since its birth, Scudder's pioneering spirit and commitment
to professional long-term investment management have helped shape the
investment industry. In 1928, we introduced the nation's first no-load
mutual fund. Today we offer 36 pure no load(tm) funds, including the first
international mutual fund offered to U.S. investors.

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

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

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

Scudder
Pacific Opportunities
Fund

Annual Report
October 31, 1994

* Offers opportunities for long-term capital appreciation through
investment primarily in the equity securities of Pacific Basin
companies, excluding Japan.

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

CONTENTS

2 Highlights

3 Letter from the Fund's Chairman

4 Performance Update

5 Portfolio Summary

6 Portfolio Management Discussion

11 Investment Portfolio

17 Financial Statements

20 Financial Highlights

21 Notes to Financial Statements

27 Report of Independent Accountants

28 Tax Information

29 Officers and Directors

30 Investment Products and Services

31 How to Contact Scudder

HIGHLIGHTS

* Scudder Pacific Opportunities Fund provided an 8.97% total return
(capital change plus income) for the 12 months ended October 31, 1994.

* After posting strong gains in 1993, stock markets in the Pacific Rim
dropped sharply in the first half of 1994, reacting to concerns about
rising interest rates and their potential impact on corporate
earnings.

* During the period, the Fund targeted companies benefiting from
increased infrastructure investment and greatly enhanced consumer
spending in Asia -- the result of rapidly rising incomes and dramatic
economic growth.

LETTER FROM THE FUND'S CHAIRMAN
Dear Shareholders,

The combination of modest global economic growth and low inflation
caused stock prices to move higher in the summer months, and many of the
Pacific Rim markets were up sharply after performing poorly in the first
half of the year. Yet the financial community continues to cast a wary eye
on the prospects for inflation and is taking its cues to a large extent
from central bank activity and the direction of interest rates.

We expect higher interest rates to limit economic growth in the United
States to a more sustainable pace than in recent quarters. Global economic
expansion is also expected to continue at a moderate overall pace, as the
scarcity of capital available to invest in economies and financial markets
keeps upward pressure on interest rates. However, we believe that the
Pacific Basin generally offers potential for strong growth over the next
several years. In the near term, we intend to use any further market
volatility to our advantage by adding companies with discounted stock
prices and, in our view, above-average growth potential.

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

Sincerely,

/s/Edmond D. Villani
Edmond D. Villani
Chairman,
Scudder Pacific Opportunities Fund

<PAGE>
Scudder Pacific Opportunities Fund
Performance Update as of October 31, 1994
- -----------------------------------------------------------------
Growth of a $10,000 Investment
- -----------------------------------------------------------------
Scudder Pacific Opportunities Fund
- ----------------------------------------
Total Return
Period Growth -------------
Ended of Average
10/31/94 $10,000 Cumulative Annual
- --------- ------- ---------- -------
1 Year $10,897 8.97% 8.97%
Life of
Fund* $14,720 47.20% 22.62%

MSCI Pacific Index (excluding Japan)
- --------------------------------------
Total Return
Period Growth -------------
Ended of Average
10/31/94 $10,000 Cumulative Annual
- --------- ------- ---------- -------
1 Year $11,093 10.93% 10.93%
Life of
Fund* $17,031 70.31% 33.83%

*The Fund commenced operations on December 8, 1992.
Index comparisons begin December 31, 1992.

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

Scudder Pacific Opportunities Fund
Year Amount
- ----------------------
12/92* 10000
1/93 9967
4/93 11019
7/93 11195
10/93 13542
1/94 15563
4/94 13498
7/94 13867
10/94 14757

MSCI Pacific Index (excluding Japan)
Year Amount
- ----------------------
12/92* 10000
1/93 10071
4/93 11583
7/93 12063
10/93 15352
1/94 17482
4/94 15544
7/94 16141
10/94 17031

The Morgan Stanley Capital International (MSCI) Pacific Index
is an unmanaged capitalization-weighted measure of stock markets
in the Pacific Basin countries, excluding Japan. Index returns
assume dividends reinvested net of withholding tax and, unlike
Fund returns, do not reflect any fees or expenses.

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

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

Yearly periods ended October 31
- ----------------------------------
<TABLE>
<S> <C> <C>
1993* 1994
---------------
Net Asset Value... $16.21 $17.57
Income Dividends.. -- .08
Capital Gains
Distributions..... -- .01
Fund Total
Return (%)........ 35.08 8.97
Index Total
Return (%)........ 53.52 10.93
</TABLE>

All performance is historical, assumes reinvestment of all dividends and
capital gains, and is not indicative of future results.
Investment return and principal value will fluctuate, so an investor's
shares, when redeemed, may be worth more or less than when purchased.
If the Adviser had not maintained the Fund's expenses, the average
annual total return for the one year and life of Fund would have been
8.97% and 22.47%, respectively.

Scudder Pacific Opportunities Fund
Portfolio Summary as of October 31, 1994
- ---------------------------------------------------------------------------
Geographical (Excludes 24% Cash Equivalents)
- ---------------------------------------------------------------------------
Hong Kong 19% Throughout the period, we reduced
Korea 15% holdings in Hong Kong to help avoid
Malaysia 14% recent market volatility.
Thailand 10%
Australia 8%
India 8%
Indonesia 7%
Other 19%
----
100%
====

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

- --------------------------------------------------------------------------
Sectors (Excludes 24% Cash Equivalents)
- --------------------------------------------------------------------------
Financial 21%
Consumer Staples 12% The Fund's large cash position reflects
Manufacturing 11% our defensive investment strategy and
Construction 10% our reluctance to invest assets this
Metals & Minerals 8% year as rapidly as they have accumulated
Utilities 8% in the Fund.
Energy 8%
Communications 7%
Durables 3%
Other 12%
----
100%
====

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

- --------------------------------------------------------------------------
Ten Largest Equity Holdings
- --------------------------------------------------------------------------
1. PTT Exploration and Production Co., Ltd.
Petroleum refinery in Thailand
2. Korea Electric Power Co.
Korean electric utility
3. Aokam Perdana Bhd.
Malaysian forest products company
4. YTL Corp.
Malaysian general construction company
5. Samsung Fire and Marine Insurance
Korean insurance company
6. Swire Pacific Ltd.
General trading and real estate company in Hong Kong
7. M.I.M. Holdings Ltd.
Nonferrous metals and coal in Australia
8. Siam Cement Co., Ltd.
Construction materials and industrial conglomerate in Thailand
9. Kalbe Farma
Indonesian pharmaceutical producer and distributor
10. Hong Kong Telecommunications, Ltd.
Telecommunication services in Hong Kong

The Fund's ten largest holdings reflect our desire to capitalize
on the region's financial and physical development.

For more complete details about the Fund's Investment Portfolio,
see page 11.
A monthly Investment Portfolio Summary is available upon request.
<PAGE>

PORTFOLIO MANAGEMENT DISCUSSION
Dear Shareholders,

The explosive advances that in recent years characterized investment
markets in the Pacific Rim have been followed in 1994 by challenging market
conditions and, in some cases, steep declines. The markets of Hong Kong and
Indonesia, for example, suffered double-digit losses in the first 10 months
of 1994. The catalyst for this change was a reversal in the direction of
global interest rates. After several years of lowering short-term rates,
the U.S. Federal Reserve began raising interest rates in February to
prevent inflation from accelerating in the face of strong economic growth.
Local interest rates in some Asian economies move closely with U.S. rates
due to ties in currency, and market participants worried that higher rates
would slow corporate growth in Asia and reduce the potential for stock
price appreciation.

The performance of Scudder Pacific Opportunities Fund in 1994 reflects
this generally difficult investment environment, although the Fund's
results for the 12-month period were buoyed by a strong 18.21% return in
the final two months of 1993. For the fiscal year ended October 31, 1994,
the Fund returned 8.97%, reflecting a $1.36 increase in share price to
$17.57, from $16.21 a year earlier, and $0.09 per share of income and
capital gain distributions. During the same period, the unmanaged MSCI
Pacific Index (excluding Japan) returned 10.93%.

Investment Risks in the Pacific Rim

Rising interest rates were not the only factor affecting Asian
markets this year. Emerging markets in the Pacific Rim have long been
characterized by volatility resulting from political uncertainty, inflation
(often a byproduct of dynamic economic growth), and currency fluctuation.
This year was no different.

China is still dogged by high (20+%) inflation, despite attempts to
cool its torrid pace of economic growth to a manageable level. In fact,
U.S. Federal Reserve Chairman Alan Greenspan visited Beijing in October to
counsel Chinese government officials on how best to balance strong economic
growth (estimated at nearly 10% this year) and inflation. Meanwhile,
renewed official control of some key prices have cast shadows on China's
laudable economic reforms. Although Deng Hsiao-Ping is no longer "calling
the shots" on a day-to-day basis, his death, which is expected soon, will
represent the end of the old guard and inevitably set off a power struggle
to determine policy direction as China moves into a new age. In our
opinion, much, but perhaps not all, of this uncertainty is already built
into current stock valuations.

Elsewhere, fears surrounding North Korea's nuclear capability and the
death of Kim Il Sung focused attention on that peninsula. Nevertheless, the
South Korean stock market shook off these fears during the year and reached
an all time high. Finally, uncertainty is growing in Indonesia regarding
political succession as the Suharto era draws to a close.

Strong Economic Growth Creates Opportunities

Despite short-term setbacks, we remain optimistic about the long-term
development of Pacific Rim economies. The investment climate in Southeast
Asia has improved dramatically over the past several years, and we expect
investment opportunities to continue to unfold. Economic output in East
Asia now accounts for 25% of the world total, with individual countries
averaging 6.5% to 7.5% growth annually versus 2.5% to 3% for the United
States and Europe. Corporate privatizations and expanded economic capacity
have come to characterize Asian markets in recent years, and personal
incomes have risen throughout the region. Equally important, East Asian
central banks now hold close to 45% of the world's foreign reserves. While
available savings in the United States and the major European countries
continue to dwindle, Taiwan, Singapore, and Hong Kong have capital
surpluses and are virtually debt free. As competition for investment
capital heats up worldwide, the Pacific Rim nations may very well become
the chief source of funds for financial markets and growing economies.

Fund's Investment Strategy Balances Risk and Reward

While we believe the stock markets of the smaller Pacific Rim
countries are well suited to satisfying the Fund's objective of long-term
capital appreciation, we recognize the risks native to emerging markets and
are committed to balancing those risks with potential rewards. Over the
last 12 months, we stuck with our basic philosophy of diversifying assets
to avoid too large an exposure in any one country (see accompanying chart).
In light of uncertain markets, we also increased the Fund's cash position
to 24% from a low of 3% in January. At the same time, we maintained our
exposure to companies benefiting from infrastructure investment in the
region and heightened consumer spending_the result of rapidly rising
incomes and dramatic social change.

(BAR CHART TITLE) Geographic Diversification of
Common Stock and Convertible Holdings
(as a percentage of the Fund's equity portfolio)
(CHART DATA)
10/31/94 10/31/93
Hong Kong 18.5% 31.8%
Malaysia 14.2 18.5
Korea 15.2 5.0
Australia 8.3 9.7
Thailand 9.4 9.2
United States 0.4 1.5
Indonesia 6.9 2.6
New Zealand 3.9 5.2
Taiwan 3.4 2.5
China 3.8 3.8
Philippines 4.7 2.2
Other 11.3 8.0

Our holdings in Hong Kong were reduced during the year to 19% of the
equity portfolio, from 32% at the start of the period. The Hong Kong
market, sensitive to changes in U.S. interest rates, took its cues from the
U.S. bond and equity markets during the year, selling off sharply in early
1994, then trading in a range for several months. Although economic
developments in the area bode well for equity investments, we are concerned
about the health of the local property market. Moreover, political
uncertainty surrounding the country's union with China in 1997 has
restrained markets and could create further market volatility in the months
to come. As a result, we are now underweighted in both Hong Kong and China.

The Korean economy is experiencing rapid growth (in excess of 7% this
year) and its stock market has shown impressive gains -- 36% since December
31. Korean steel, shipbuilding, autos, and consumer electronics are highly
competitive in world markets, particularly now that Japanese competitors
are handicapped by the strong yen. Inflation has not yet become a problem
in Korea, and its interest rates remain stable. In the most recent quarter,
the government fueled market gains by announcing it was raising the ceiling
on foreign participation in the Korean stock market from 10% to 12%. During
the fiscal year, we increased our Korean holdings to 15% of the equity
portfolio from 5% a year earlier, adding the stocks of such companies as
Samsung Heavy Industries Co. and LG Merchant Banking Corporation (formerly
Pusan Investment and Finance Co.) to capitalize on developments in the
country's physical and financial infrastructure.

Investments in the Philippines have also attracted attention. This
year, the Philippine government moved to deregulate its financial industry
and liberalize banking laws. Supported by declining interest rates,
corporate earnings have improved this year by as much as 30%. We have
increased equity portfolio holdings in the region to 5% from 2% at the
start of the period, adding new positions in Ayala Corp., an industrial
conglomerate; Manila Electric Co., an electric utility; and San Miguel
Corp., a brewery.

Outlook

Though volatility is likely to remain a hallmark of the region's stock
markets, we believe the Pacific Basin offers the potential for some of the
strongest economic growth in the world for the balance of the 1990s. In the
months to come, we will continue to invest in what we believe are exciting
growth opportunities in the various countries and industries of the region,
maintaining broad exposure to companies benefiting from infrastructure
investment, increased consumption, and economic expansion.

Sincerely,

Your Portfolio Management Team

/s/Elizabeth J. Allan /s/Nicholas Bratt
Elizabeth J. Allan Nicholas Bratt

/s/Joyce E. Cornell
Joyce E. Cornell

Scudder Pacific Opportunities Fund: A Team Approach to Investing

Scudder Pacific Opportunities 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. They are supported by
Scudder's large staff of economists, research analysts, traders, and other
investment specialists who work in Scudder's offices across the United
States and abroad. We believe our team approach benefits Fund investors by
bringing together many disciplines and leveraging Scudder's extensive
resources.

Lead Portfolio Manager Elizabeth J. Allan assumed responsibility for
the Fund's day-to-day management and investment strategies in February
1994. Elizabeth joined Scudder in 1987 as a member of the portfolio
management team of a Scudder closed-end mutual fund concentrating its
investments in Asia. Nicholas Bratt, Portfolio Manager, has been a member
of the Fund's team since 1992 and has over 20 years of experience in global
investing. Joyce E. Cornell, Portfolio Manager, focuses on stock selection,
a role she has played since the Fund's introduction in 1992. Joyce, who has
seven years of investment experience as a research analyst, joined Scudder
in 1991 in this capacity.

<PAGE>
<TABLE>
INVESTMENT PORTFOLIO as of October 31, 1994
- ------------------------------------------------------------------------------------------------------------------

<CAPTION>
% of Principal Market
Portfolio Amount ($) Value ($)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
4.4% REPURCHASE AGREEMENT
---------------------------------------------------------------------
22,627,000 Repurchase Agreement with Donaldson,
Lufkin & Jenrette dated 10/31/94
at 4.77%, to be repurchased at
$22,629,998 on 11/1/94,
collateralized by a $22,626,000
U.S. Treasury Note, 7%, 9/30/96
(Cost $22,627,000) . . . . . . . . . . . 22,627,000
------------
14.7% COMMERCIAL PAPER
---------------------------------------------------------------------
10,000,000 American Express Credit Corp.,
4.95%, 11/14/94 . . . . . . . . . . . . 10,000,000
22,626,000 CIT Group Holdings Inc., 4.8%, 11/1/94 . . 22,626,000
20,000,000 General Electric Capital Corp., 5.08%,
11/17/94 . . . . . . . . . . . . . . . 20,000,000
10,550,000 Rincon Securities Inc., 5.03%, 11/14/94 . 10,530,837
8,150,000 Rincon Securities Inc., 5.03%, 12/5/94 . . 8,111,283
4,450,000 Rincon Securities Inc., 4.97%, 11/18/94 . 4,450,000
------------
TOTAL COMMERCIAL PAPER (Cost $75,718,120). 75,718,120
------------
4.9% SHORT-TERM NOTES
---------------------------------------------------------------------
5,000,000 Federal Home Loan Mortgage Corp.
Discount Note, 4.74%, 11/2/94 . . . . . 4,999,342
10,000,000 Federal National Mortgage Association
Discount Note, 3.28%, 11/7/94 . . . . . 9,994,528
10,000,000 Federal Home Loan Mortgage Corp.
Discount Note, 4.92%, 12/2/94 . . . . . 9,957,637
------------
TOTAL SHORT-TERM NOTES (Cost $24,951,507). 24,951,507
------------
4.9% CONVERTIBLE BONDS
---------------------------------------------------------------------
INDIA 3.3% 3,510,000 Essar Gujarat, 5.5%, 8/5/98
(Steel producer) . . . . . . . . . . . 7,125,300
500,000 Industrial Credit & Investment Corp. of
India, Ltd., 2.5%, 4/3/00
(Development bank) . . . . . . . . . . . 427,500
3,310,000 Jindal, 4.25%, 3/31/99
(Steel manufacturer) . . . . . . . . . . 4,303,000
3,850,000 Reliance Industries, 3.5%, 11/3/99
(Producer of textiles, synthetic fibers
and plastics) . . . . . . . . . . . . . . 5,159,000
------------
17,014,800
------------
KOREA 0.7% 3,050,000 Cheil Food and Chemical Co., Ltd., 3%,
12/31/06 (Leading sugar refiner and major
integrated food processor) . . . . . . . 3,690,500
------------

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

</TABLE>

<PAGE>

<TABLE>
SCUDDER PACIFIC OPPORTUNITIES FUND
- ------------------------------------------------------------------------------------------------------------------

<CAPTION>
% of Principal Market
Portfolio Amount ($) Value ($)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MALAYSIA 0.9% 4,350,000 Telekom Malaysia Bhd., 4%, 10/3/04
(Telecommunication services) . . . . . . . 4,333,688
138,000 United Engineers, 4%, 5/22/99 (Leading
comprehensive contractor) . . . . . . . . 65,894
-----------
4,399,582
-----------
TOTAL CONVERTIBLE BONDS (Cost $22,567,183). 25,104,882
-----------
1.1% CONVERTIBLE PREFERRED STOCKS
----------------------------------------------------------------------
Shares
----------------------------------------------------------------------
AUSTRALIA 3,150,000 TNT Ltd. (International transportation
company) (Cost $3,756,786) . . . . . . . 5,801,191
-----------
70.0% COMMON STOCKS
----------------------------------------------------------------------
AUSTRALIA 5.2% 2,241,600 Ampol Exploration Ltd. (Oil and gas
exploration company) . . . . . . . . . . 6,791,618
912,398 Coca Cola Amatil Ltd. (Soft drink bottler
and distributor) . . . . . . . . . . . . 5,759,147
3,430,300 M.I.M. Holdings Ltd. (Nonferrous metals
and coal) . . . . . . . . . . . . . . . . 7,463,708
105,702 TNT Ltd. (International transportation
company) . . . . . . . . . . . . . . . . 189,171
1,709,000 Woodside Petroleum Ltd. (Major oil and
gas producer) . . . . . . . . . . . . . 6,370,899
-----------
26,574,543
-----------
CHINA 2.9% 132,500 Huaneng Power International, Inc.
Series N (ADR) (Developer and operator
of large coal-fired power plants) . . . . 2,451,250
17,728,000 Maanshan Iron & Steel Co. "H"
(Steel producer) . . . . . . . . . . . . 5,620,653
202,300 Shandong Huaneng Power Co. (ADR)
(Electric power utility) . . . . . . . . 2,174,725
5,044,000 Tsingtao Brewery "H" (Leading brewery) . . 3,785,856
2,100,000 Yi Zheng Chemical Fibre Co. (Leading
polyester producer)* . . . . . . . . . . 842,446
-----------
14,874,930
-----------
HONG KONG 14.0% 6,810,000 B & B Asia Ltd. (General construction
company) . . . . . . . . . . . . . . . . 2,599,741
937,200 China Light & Power Co., Ltd.
(Electric utility) . . . . . . . . . . . 4,887,630
547,996 HSBC Holdings Ltd. (Bank) . . . . . . . . 6,506,455
972,000 Henderson Land Development Co., Ltd
(Property developer) . . . . . . . . . . 6,352,119

The accompanying notes are an integral part of the financial statements.
</TABLE>

<PAGE>

<TABLE>
INVESTMENT PORTFOLIO
- ---------------------------------------------------------------------------------------------------------------------
<CAPTION>
% of Market
Portfolio Shares Value ($)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
734,000 Hong Kong Aircraft Engineering Co., Ltd.
(Commercial aircraft maintenance company) . . . . 3,182,012
1,900,000 Hong Kong Electric Holdings, Ltd. (Electric
utility and real estate) . . . . . . . . . . . 5,974,765
3,331,200 Hong Kong Telecommunications, Ltd.
(Telecommunication services) . . . . . . . . . . 7,134,437
1,036,000 Hutchison Whampoa, Ltd. (Container terminal
and real estate company) . . . . . . . . . . . 4,786,179
2,065,000 Hysan Development Co. (Real estate
developer) . . . . . . . . . . . . . . . . . . 5,504,885
1,471,800 Jinhui Holdings Ltd. (Operator of dry bulk
cargo ships in southern China) . . . . . . . . 2,671,317
1,717,000 Peregrine Investment Holdings Ltd. (Leading
financial services group) . . . . . . . . . . . . 2,999,612
451,000 S. Megga International (Manufacturer
and distributor of telecommunications
hardware) . . . . . . . . . . . . . . . . . . . . 69,452
984,000 Swire Pacific Ltd. "A" (General trading
and real estate company) . . . . . . . . . . . 7,512,908
1,543,000 Television Broadcasts, Ltd. (Television
broadcasting) . . . . . . . . . . . . . . . . . 6,988,677
14,011,744 Yips Hang Cheung (Manufacturer of
mixed solvents and paints) . . . . . . . . . . . 5,031,717
-----------
72,201,906
-----------
INDIA 2.8% 192,125 Bajaj Auto (GDR) (Maker of two and three
wheel vehicles) . . . . . . . . . . . . . . . . 4,947,219
154,000 Ranbaxy Laboratories (Pharmaceutical
company) . . . . . . . . . . . . . . . . . . . . 3,118,500
830,000 The India Fund (Investment company) . . . . . . . 6,323,851
-----------
14,389,570
-----------
INDONESIA 5.2% 2,715,000 Gadjah Tunggal (Tire manufacturer)* . . . . . . . 4,626,864
8,700 Indonesia Satellite Corp. (ADR) (International
telecommunication services) . . . . . . . . . . 341,475
1,020,000 Jaya Real Properties (Real estate developer) . . 4,005,066
3,122,000 Kabelmetal Indonesia (Foreign registered)
(Cable manufacturer) . . . . . . . . . . . . . . 4,493,638
1,662,000 Kalbe Farma (Foreign registered)
(Pharmaceutical producer and distributor) . . . 7,348,817
741,250 Modern Photo Film Co. (Foreign registered)
(Photographic film distributor) . . . . . . . . 3,738,471
135,000 Unilever-Indonesia (Foreign registered)
(Consumer products manufacturer) . . . . . . . . 2,425,010
-----------
26,979,341
-----------

The accompanying notes are an integral part of the financial statements.
</TABLE>

<PAGE>

<TABLE>
SCUDDER PACIFIC OPPORTUNITIES FUND
- ---------------------------------------------------------------------------------------------------------------------
<CAPTION>
% of Market
Portfolio Shares Value ($)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
KOREA 10.8% 20,115 Dae Young Electronics (Telecommunications
equipment manufacturer and distributor) . . . . . 918,505
263,882 Daewoo Heavy Industries Ltd. (Leading
manufacturer of heavy industrial equipment) . . . 4,833,064
5,146 Daewoo Heavy Industries Ltd. (New(c))* . . . . . . . 92,959
90,860 Goldstar Co. (GDR) (Leading maker of
consumer electronics and electric appliances) . . 1,590,050
302,500 Korea Electric Power Co. (Electric utility) . . . . 11,498,373
50,000 Pohang Iron & Steel Co. (Korea's leading
steel producer) (b)* . . . . . . . . . . . . . . 5,872,170
81,990 LG Merchant Banking Corp. (Financial
services company)* . . . . . . . . . . . . . . . 4,268,438
37,000 Samchully (Producer and distributor of
anthracite and gas) . . . . . . . . . . . . . . . 2,808,129
104,664 Samsung Electronics Co., Ltd. (GDS)
(Major electronics manufacturer) . . . . . . . . 6,332,172
3,782 Samsung Electronics Co., Ltd. (b) . . . . . . . . . 730,192
156 Samsung Electronics Co., Ltd. (New(c)) (b) . . . . . 29,522
20,000 Samsung Fire and Marine Insurance (Insurance
company) (b)* . . . . . . . . . . . . . . . . . . 8,008,279
137,138 Samsung Heavy Industries Co., Ltd.
(Machinery manufacturer) . . . . . . . . . . . . 7,105,061
56,000 Yukong, Ltd. (GDR) (Leading oil refiner) . . . . . 1,414,000
-----------
55,500,914
-----------
MALAYSIA 10.0% 828,000 Aokam Perdana Bhd. (Forest products company) . . . 6,837,887
331,200 Aokam Perdana Bhd. (New(c)) . . . . . . . . . . . . 2,592,564
1,573,000 Arab-Malaysian Corp. (Investment holding
company with interests in financial services,
infrastructure and property) . . . . . . . . . . 5,171,507
597,000 Genting Bhd. (Operator of tourist resorts,
hotels and restaurants) . . . . . . . . . . . . . 5,490,998
405,000 Kim Hin Industries (Ceramic tile manufacturer) . . . 2,203,327
920,000 Malayan Banking Bhd. (Leading banking
and financial services group) . . . . . . . . . . 6,265,362
510,000 Malaysian Helicopter Bhd. (Aviation
transport services) . . . . . . . . . . . . . . 1,257,534
1,690,000 Technology Resources Industries (Mobile
telephone operator)* . . . . . . . . . . . . . . 6,581,409
700,000 United Engineers (Leading comprehensive
contractor)* . . . . . . . . . . . . . . . . . . 3,780,822
285,000 Westmont Bhd. (Manufacturer and trader
of garments in Hong Kong) . . . . . . . . . . . . 2,018,982
1,584,000 YTL Corp. (General construction company) . . . . . 8,989,432
-----------
51,189,824
-----------

The accompanying notes are an integral part of the financial statements.
</TABLE>

<PAGE>
<TABLE>
INVESTMENT PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------------
<CAPTION>
% of Market
Portfolio Shares Value ($)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NEW ZEALAND 3.0% 2,153,300 Carter Holt Harvey Ltd. (Resource conglomerate) . . 5,221,904
2,445,000 Lion Nathan Ltd. (Beverage bottler) . . . . . . . . 4,635,085
1,542,400 Telecom Corp. of New Zealand
(Telecommunication services) . . . . . . . . . . 5,373,306
-----------
15,230,295
-----------
PHILIPPINES 3.6% 2,668,000 Ayala Corp. "B" (Industrial conglomerate) . . . . 4,718,328
458,000 Benpres Holding Corp. (GDR) . . . . . . . . . . . 5,239,520
412,500 Manila Electric Co. "B" (Electric utility) . . . . 5,802,854
500,000 San Miguel Corp. "B" (Brewery) . . . . . . . . . . 2,713,023
-----------
18,473,725
-----------
SINGAPORE 2.5% 562,000 Development Bank of Singapore (Foreign
Registered) (Banking and financial services) . . 5,970,174
450,000 Overseas Union Bank Ltd. (Bank) . . . . . . . . . 2,574,055
526,000 Sembawang Corp. (Ship repair and maritime
services group) . . . . . . . . . . . . . . . . 4,083,350
-----------
12,627,579
-----------
TAIWAN 2.6% 70,000 China Steel Corp. (ADR) (Integrated steel mill)*. . 1,242,500
40,000 China Steel Corp. (GDS)* . . . . . . . . . . . . . 730,000
356,676 President Enterprises Corp. (GDR)
(Food and beverage conglomerate)* . . . . . . . . 6,509,337
58 units Taipei Fund IDR (Investment company) (d) . . . . . 4,843,000
-----------
13,324,837
-----------
THAILAND 7.1% 41,400 American Standard Sanitaryware (Foreign
registered) (Manufacturer of bathroom
fixtures) . . . . . . . . . . . . . . . . . . . 784,047
158,500 Bangkok Insurance Co., Ltd. (Foreign
registered) (Insurance company) . . . . . . . . 3,586,807
607,000 Bangkok Steel Industry Co., Ltd. (Manufacturer
of metal products, machinery and equipment) . . 1,558,721
1,076,000 PTT Exploration and Production Co., Ltd.
(Foreign registered) (Petroleum refinery) . . . 12,174,778
128,500 Siam Cement Co., Ltd. (Construction materials
and industrial conglomerate) . . . . . . . . . 7,414,156
302,500 TPI Polene Co., Ltd. (Producer of plastic
pellets used in bags, bottles, water pipes
and coating materials) . . . . . . . . . . . . 3,277,094
450,000 Telecomasia, Ltd. (Foreign registered)
(Telecommunication services)* . . . . . . . . . 1,823,617
692,600 Thai Farmers Bank (Foreign registered)
(Commercial bank) . . . . . . . . . . . . . . . 6,113,710
-----------
36,732,930
-----------

The accompanying nottes are an integral part of the financial statements.
</TABLE>

<PAGE>

(b) Securities valued in good faith by the Valuation Committee of the Board of Directors. The cost
of these securities at October 31, 1994 aggregated $11,248,384. See Note A of the Notes to
Financial Statements.

(d) 1,000 shares = 1 IDR unit for Taipei Fund.

* Non-income producing security.

Sector breakdown of the Fund's equity securities is noted on page 5.

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

</TABLE>

<PAGE>

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

STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1994
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Investments, at market (identified cost $453,000,983)
(Note A) . . . . . . . . . . . . . . . . . . . . . . . $513,889,094
Foreign currency holdings, at market
(identified cost $536,574) (Note A) . . . . . . . . . 536,576
Forward foreign currency exchange contracts to buy,
at market (contract cost $8,469,457) (Notes A and D) . 8,468,902
Receivable on forward foreign currency
exchange contracts to sell (Notes A and D) . . . . . 7,126,985
Other receivables:
Investments sold . . . . . . . . . . . . . . . . . . . 8,312,284
Fund shares sold . . . . . . . . . . . . . . . . . . . 2,441,276
Dividends and interest . . . . . . . . . . . . . . . . 980,329
Deferred organization expenses (Note A) . . . . . . . . . 36,048
------------
Total assets . . . . . . . . . . . . . . . . . . . . . 541,791,494

LIABILITIES
Payables:
Due to custodian bank . . . . . . . . . . . . . . . . $ 1,997,347
Investments purchased . . . . . . . . . . . . . . . . 21,651,441
Fund shares redeemed . . . . . . . . . . . . . . . . . 2,513,705
Accrued management fee (Note C) . . . . . . . . . . . 451,777
Other accrued expenses (Note C) . . . . . . . . . . . 424,875
Forward foreign currency exchange contracts to buy
(Notes A and D) . . . . . . . . . . . . . . . . . . 8,469,457
Forward foreign currency exchange contracts to sell,
at market (contract cost $7,126,985)
(Notes A and D) . . . . . . . . . . . . . . . . . . 7,131,485
-----------
Total liabilities . . . . . . . . . . . . . . . . . . 42,640,087
------------
Net assets, at market value . . . . . . . . . . . . . . . $499,151,407
============
NET ASSETS
Net assets consist of:
Accumulated distributions in excess of net
investment income (Note F) . . . . . . . . . . . . $ (471,044)
Unrealized appreciation (depreciation) on:
Investments . . . . . . . . . . . . . . . . . . . . 60,888,111
Foreign currency related transactions . . . . . . . (2,430)
Accumulated net realized loss (Note F) . . . . . . . . (3,151,658)
Capital stock . . . . . . . . . . . . . . . . . . . . 284,059
Additional paid-in capital . . . . . . . . . . . . . . 441,604,369
------------
Net assets, at market value . . . . . . . . . . . . . . . $499,151,407
============
NET ASSET VALUE, offering and redemption price per
share ($499,151,407 / 28,405,889 shares of
capital stock outstanding, $.01 par value,
100,000,000 shares authorized) . . . . . . . . . . . . $17.57
======

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

</TABLE>

<PAGE>
SCUDDER PACIFIC OPPORTUNITIES FUND
- --------------------------------------------------------------------------------

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31, 1994
- ------------------------------------------------------------------------------------------
<C> <C> <C>
INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $560,833) . . $ 5,570,557
Interest . . . . . . . . . . . . . . . . . . . . . . . . 3,295,900
-----------
8,866,457
Expenses:
Management fee (Note C) . . . . . . . . . . . . . . . . . $ 4,662,015
Services to shareholders (Note C) . . . . . . . . . . . . 1,397,999
Directors' fees (Note C) . . . . . . . . . . . . . . . . 61,190
Custodian fees . . . . . . . . . . . . . . . . . . . . . 1,033,714
Reports to shareholders . . . . . . . . . . . . . . . . . 254,925
Auditing . . . . . . . . . . . . . . . . . . . . . . . . 90,870
Federal registration . . . . . . . . . . . . . . . . . . 71,299
State registration . . . . . . . . . . . . . . . . . . . 61,118
Legal . . . . . . . . . . . . . . . . . . . . . . . . . . 25,622
Amortization of organization expense (Note A) . . . . . . 11,658
Other . . . . . . . . . . . . . . . . . . . . . . . . . . 13,857 7,684,267
-----------------------------
Net investment income . . . . . . . . . . . . . . . . . . 1,182,190
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENT TRANSACTIONS
Net realized loss from:
Investments . . . . . . . . . . . . . . . . . . . . . (3,153,243)
Foreign currency related transactions . . . . . . . . (280,699) (3,433,942)
-----------
Net unrealized appreciation (depreciation) during the
period on:
Investments . . . . . . . . . . . . . . . . . . . . . 26,541,632
Foreign currency related transactions . . . . . . . . (15,809) 26,525,823
-----------------------------
Net gain on investment transactions . . . . . . . . . . . 23,091,881
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS . . $24,274,071
===========

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

</TABLE>

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

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
FOR THE PERIOD
YEAR DECEMBER 8, 1992
ENDED (COMMENCEMENT OF
OCTOBER 31, OPERATIONS) TO
INCREASE (DECREASE) IN NET ASSETS 1994 OCTOBER 31, 1993
- ----------------------------------------------------------------------------------------
<S> <C> <C>
Operations:
Net investment income . . . . . . . . . . . . . . . $ 1,182,190 $ 685,401
Net realized gain (loss) from investment
transactions . . . . . . . . . . . . . . . . . . (3,433,942) 25,250
Net unrealized appreciation on investment
transactions during the period . . . . . . . . . 26,525,823 34,359,858
------------ ------------
Net increase in net assets resulting
from operations . . . . . . . . . . . . . . . . 24,274,071 35,070,509
------------ ------------
Distributions to shareholders from:
Net investment income ($.08 per share) . . . . . . (1,850,366) --
------------ ------------
Net realized gains ($.01 per share) . . . . . . . (231,296) --
------------ ------------
Fund share transactions:
Proceeds from shares sold . . . . . . . . . . . . . 526,344,940 248,769,043
Net asset value of shares issued to
shareholders in reinvestment of distributions . 1,853,767 --
Cost of shares redeemed . . . . . . . . . . . . . . (321,356,695) (13,723,766)
------------ ------------
Net increase in net assets from Fund share
transactions . . . . . . . . . . . . . . . . . . 206,842,012 235,045,277
------------ ------------
INCREASE IN NET ASSETS . . . . . . . . . . . . . . 229,034,421 270,115,786
Net assets at beginning of period . . . . . . . . . 270,116,986 1,200
------------ ------------
NET ASSETS AT END OF PERIOD (including
accumulated distributions in excess of
net investment income of $471,044
and undistributed net investment income
of $685,401, respectively) . . . . . . . . . . . $499,151,407 $270,116,986
============ ============
OTHER INFORMATION
INCREASE (DECREASE) IN FUND SHARES
Shares outstanding at beginning of period . . . . . 16,662,536 100
------------ ------------
Shares sold . . . . . . . . . . . . . . . . . . . . 30,394,493 17,646,963
Shares issued to shareholders in
reinvestment of distributions . . . . . . . . . 98,710 --
Shares redeemed . . . . . . . . . . . . . . . . . . (18,749,850) (984,527)
------------ ------------
Net increase in Fund shares . . . . . . . . . . . . 11,743,353 16,662,436
------------ ------------
Shares outstanding at end of period . . . . . . . . 28,405,889 16,662,536
============ ============

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

</TABLE>

<PAGE>
SCUDDER PACIFIC OPPORTUNITIES FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

THE FOLLOWING TABLE INCLUDES SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT
EACH PERIOD AND OTHER PERFORMANCE INFORMATION DERIVED FROM THE FINANCIAL
STATEMENTS.
<TABLE>
<CAPTION>
FOR THE PERIOD
YEAR DECEMBER 8, 1992
ENDED (COMMENCEMENT
OCTOBER 31, OF OPERATIONS) TO
1994 OCTOBER 31, 1993
----------- -----------------
<S> <C> <C>
Net asset value, beginning of period . . . . . . . . . . . . . . . . . $16.21 $12.00
------ ------
Income from investment operations:
Net investment income (a) . . . . . . . . . . . . . . . . . . . . . . .04 .04
Net realized and unrealized gain on investment transactions . . . . . 1.41 4.17
------ ------
Total from investment operations . . . . . . . . . . . . . . . . . . . 1.45 4.21
------ ------
Less distributions from:
Net investment income . . . . . . . . . . . . . . . . . . . . . . . . (.08) --
Net realized gains on investment transactions . . . . . . . . . . . . (.01) --
------ ------
Total distributions . . . . . . . . . . . . . . . . . . . . . . . . . . (.09) --
------ ------
Net asset value, end of period . . . . . . . . . . . . . . . . . . . . $17.57 $16.21
====== ======
TOTAL RETURN (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.97 35.08**
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period ($ millions) . . . . . . . . . . . . . . . . 499 270
Ratio of operating expenses, net to average daily net assets (%) (a) . 1.81 1.75*
Ratio of net investment income to average daily net assets (%) . . . . .28 1.41*
Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . 38.5 9.9*
<FN>
(a) Reflects a per share amount of management fee and other fees
not imposed by the Adviser of . . . . . . . . . . . . . . . . . -- .03
Operating expense ratio including expenses reimbursed, management
fee and other expenses not imposed (%) . . . . . . . . . . . . . -- 2.90*
* Annualized
** Not annualized

</TABLE>

<PAGE>

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

A. SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------------------
Scudder Pacific Opportunities Fund (the "Fund") is a non-diversified series of
Scudder International Fund, Inc. (the "Corporation"). The Corporation is
organized as a Maryland corporation and is registered under the Investment
Company Act of 1940, as amended, as an open-end, management investment company.
The policies described below are followed consistently by the Fund in the
preparation of its financial statements in conformity with generally accepted
accounting principles.

Portfolio debt securities with remaining maturities greater than sixty days are
valued by pricing agents approved by the officers of the Fund, which quotations
reflect broker/dealer-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.
Short-term investments having a maturity of sixty days or less are valued at
amortized cost.

All other securities are valued at their fair value as determined in good faith
by the Valuation Committee of the Board of Directors. Securities valued in good
faith by the Valuation Committee of the Board of Directors at fair value
amounted to $14,640,163 (2.93% of net assets) and have been noted in the
investment portfolio as of October 31, 1994.

<PAGE>
SCUDDER PACIFIC OPPORTUNITIES FUND
- --------------------------------------------------------------------------------

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. In connection with portfolio
purchases and sales of securities denominated in a foreign currency, the Fund
may enter into forward foreign currency exchange contracts ("contracts").
Additionally, the Fund may enter into contracts to hedge certain other foreign
currency denominated assets. Contracts are recorded at market value. Certain
risks may arise upon entering into these contracts from the potential inability
of counterparties to meet the terms of their contracts. Realized and
unrealized gains and losses arising from such transactions are included in net
realized and unrealized gain (loss) from foreign currency related transactions.

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

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

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

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

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

At October 31, 1994, the Fund had a net tax basis capital loss carryforward
of approximately $3,151,658, which may be applied against any realized net
taxable capital gains of each succeeding year until fully utilized or until
October 31, 2002, whichever occurs first.

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

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

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

OTHER. Investment security transactions are accounted for on a trade date
basis. Dividend income and distributions to shareholders are recorded on the
ex-dividend date. All original issue discounts are accreted for both tax and
financial reporting purposes. Interest income is recorded on the accrual
basis.

<PAGE>
SCUDDER PACIFIC OPPORTUNITIES FUND
- --------------------------------------------------------------------------------

B. PURCHASES AND SALES OF SECURITIES
- --------------------------------------------------------------------------------
For the year ended October 31, 1994, purchases and sales of investment
securities (excluding short-term investments) aggregated $290,820,696 and
$135,858,267, respectively.

C. RELATED PARTIES
- --------------------------------------------------------------------------------
Under the Investment Management Agreement (the "Management Agreement") with
Scudder, Stevens & Clark, Inc. (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 Management Agreement.
The management fee payable under the Management Agreement is equal to an annual
rate of 1.10% of the Fund's average daily net assets, computed and accrued
daily and payable monthly. The Management Agreement provides that if the Fund's
expenses exceed specified limits, such excess, up to the amount of the
management fee, will be paid by the Adviser. For the year ended October 31,
1994, the fee pursuant to the Agreement amounted to $4,662,015.

Scudder Service Corporation ("SSC"), a wholly-owned subsidiary of the Adviser,
is the transfer, dividend paying and shareholder service agent for the Fund.
For the year ended October 31, 1994, the amount charged to the Fund by SSC
aggregated $1,111,154 of which $91,339 is unpaid at October 31, 1994.

The Fund pays each Director not affiliated with the Adviser $4,000 annually,
plus specified amounts for attended board and committee meetings. For the year
ended October 31, 1994, Directors' fees aggregated $61,190.

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

<TABLE>
<CAPTION>
NET UNREALIZED
APPRECIATION
SETTLEMENT (DEPRECIATION)
CONTRACTS TO DELIVER IN EXCHANGE FOR DATE (U.S.$)
- ------------------------------ ------------------------------ ---------- --------------
<S> <C> <C> <C> <C> <C>
U.S. Dollars 6,497,504 Hong Kong Dollars 50,204,263 11/2/94 (673)
U.S. Dollars 1,971,953 Australian Dollars 2,655,631 11/8/94 118
Hong Kong Dollars 1,672,634 U.S. Dollars 216,438 11/1/94 (14)
Malaysian Ringgits 478,597 U.S. Dollars 187,488 11/1/94 170
Singapore Dollars 611,535 U.S. Dollars 415,610 11/1/94 (824)
Hong Kong Dollars 2,806,966 U.S. Dollars 363,281 11/2/94 38
Malaysian Ringgits 149,662 U.S. Dollars 58,649 11/2/94 73
New Zealand Dollars 151,141 U.S. Dollars 92,604 11/2/94 (423)
New Zealand Dollars 374,794 U.S. Dollars 230,086 11/3/94 (600)
Singapore Dollars 81,534 U.S. Dollars 55,435 11/3/94 (87)
Thailand Bahts 85,387,490 U.S. Dollars 3,423,991 11/3/94 (2,061)
Malaysian Ringgits 630,628 U.S. Dollars 247,063 11/4/94 242
New Zealand Dollars 748,241 U.S. Dollars 460,243 11/4/94 (299)
Singapore Dollars 274,947 U.S. Dollars 186,950 11/4/94 (280)
Malaysian Ringgits 408,756 U.S. Dollars 159,936 11/7/94 (47)
New Zealand Dollars 1,672,783 U.S. Dollars 1,029,211 11/7/94 (388)
------
(5,055)
======
</TABLE>

<PAGE>
SCUDDER PACIFIC OPPORTUNITIES FUND
- --------------------------------------------------------------------------------

F. RECLASSIFICATION OF CAPITAL ACCOUNTS
- --------------------------------------------------------------------------------
As required, effective November 1, 1993, the Fund has adopted the provisions of
Statement of Position 93-2 "Determination, Disclosure and Financial Statement
Presentation of Income, Capital Gain and Return of Capital Distributions by
Investment Companies (SOP)." In implementing the SOP, the Fund has reclassified
$169,533 to decrease undistributed net investment income and $169,533 to
increase accumulated net realized gain. These reclassifications, which have no
impact on the net asset value of the Fund, are primarily attributable to
certain differences in the computation of distributable income and capital
gains under federal income tax regulations versus generally accepted accounting
principles. The statement of changes in net assets and financial highlights for
the prior period have not been restated to reflect this change in presentation.

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

TO THE BOARD OF DIRECTORS OF SCUDDER INTERNATIONAL FUND, INC. AND TO
THE SHAREHOLDERS OF SCUDDER PACIFIC OPPORTUNITIES FUND:

We have audited the accompanying statement of assets and liabilities of Scudder
Pacific Opportunities Fund including the investment portfolio, as of October
31, 1994, and the related statement of operations for the year then ended, the
statements of changes in net assets and the financial highlights for the year
then ended and for the period December 8, 1992 (commencement of operations) to
October 31, 1993. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1994 by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Scudder Pacific Opportunities Fund as of October 31, 1994, the results of its
operations for the year then ended, the changes in its net assets and the
financial highlights for the year then ended and for the period December 8,
1992 (commencement of operations) to October 31, 1993 in conformity with
generally accepted accounting principles.

Boston, Massachusetts COOPERS & LYBRAND L.L.P.
December 9, 1994

<PAGE>
SCUDDER PACIFIC OPPORTUNITIES FUND
TAX INFORMATION
- --------------------------------------------------------------------------------

The Fund paid foreign taxes of $560,833 and the Fund recognized $1,055,918 of
foreign source income during the taxable year ended October 31, 1994. Pursuant
to section 853 of the Internal Revenue Code, the Fund designates $.020 per
share of foreign taxes and $.037 of gross income from foreign sources as having
been paid in the taxable year ended October 31, 1994.

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

OFFICERS AND DIRECTORS

Edmond D. Villani*
Chairman of the Board and Director

Nicholas Bratt*
President and Director

Paul Bancroft III
Director; Venture Capitalist and Consultant

Thomas J. Devine
Director; Consultant

William H. Gleysteen, Jr.
Director; President, The Japan Society, Inc.

William H. Luers
Director; President, The Metropolitan Museum of Art

Wilson Nolen
Director; Consultant

Juris Padegs*
Director, Vice President and Assistant Secretary

Daniel Pierce*
Director

Gordon Shillinglaw
Director; Professor Emeritus of Accounting, Columbia University
Graduate School of Business

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

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

Carol L. Franklin*
Vice President

Edmund B. Games*
Vice President

Jerard K. Hartman*
Vice President

William E. Holzer*
Vice President

Thomas W. Joseph*
Vice President

William F. Truscott*
Vice President

David S. Lee*
Vice President and Assistant Treasurer

Thomas F. McDonough*
Vice President and Secretary

Pamela A. McGrath*
Vice President and Treasurer

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

Kathryn L. Quirk*
Vice President and Assistant Secretary

Richard W. Desmond*
Assistant Secretary

Coleen Downs Dinneen*
Assistant Secretary

* Scudder, Stevens & Clark, Inc.

INVESTMENT PRODUCTS AND SERVICES

The Scudder Family of Funds

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

Institutional Cash Management
Scudder Institutional Fund, Inc.
Scudder Fund, Inc.
Scudder Treasurers Trust(tm)++

HOW TO CONTACT SCUDDER

Account Service and Information

For existing account service and transactions

SCUDDER SERVICE CORPORATION
1-800-225-5163

For account updates, prices, yields, exchanges and redemptions

SCUDDER AUTOMATED INFORMATION LINE (SAIL)
1-800-343-2890

Investment Information

To receive information about the Scudder funds, for additional
applications and prospectuses, or for investment questions

SCUDDER INVESTOR INFORMATION
1-800-225-2470

For establishing Keogh, 401(k) and 403(b) plans

SCUDDER GROUP RETIREMENT SERVICES
1-800-323-6105

Please address all correspondence to

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

Or stop by a Scudder Funds Center

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

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

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

Celebrating 75 Years of Serving Investors

Part A (the Prospectus)

Part A of this Post-Effective Amendment No. 44 to the Registration
Statement is incorporated by reference in its entirety to the Scudder
Greater Europe Growth Fund's current Post-Effective Amendment No. 43 on
Form N-1A filed on August 8, 1994.
<PAGE>

Scudder Greater Europe Growth Fund

Supplement to Prospectus
Dated October 10, 1994

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

The following table includes selected data for a share outstanding
throughout the period 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 October 31, 1994 and may be
obtained without charge by writing or calling Scudder Investor Services,
Inc.

<TABLE>
For the Period
October 10, 1994
(commencement of
operations) to
October 31, 1994
----------------
<S> <C>
Net asset value, beginning of period $12.00
Income from investment operations:
Net investment income (a) .01
Net realized and unrealized gain on investments .17
transactions ------
Total from investment operations .18
------
Net asset value, end of period $12.18
======
Total Return (%) (b) 1.50*
Ratios and Supplemental Data
Net assets, end of period ($ millions) 8
Ratio of operating expenses, net to average daily net 1.50**
assets (%) (a)
Ratio of net investment income to average daily net 2.40**
assets (%)
Portfolio turnover rate (%) _
(a) Reflects a per share amount of expenses, $.01
exclusive of management fees, reimbursed by the
Adviser of
Reflects a per share amount of management fee and $.02
other fees not imposed
Operating expense ratio including expenses 11.46**
reimbursed, management fee and other expenses not
imposed (%)
<FN>
(b) Total return is higher due to maintenance of the Fund's expenses.
* Not annualized
** Annualized
</FN>
</TABLE>

March 1, 1995 PS310-2-35
MIS77PS
<PAGE>

Part B (the Statement of Additional Information)

Part B of this Post-Effective Amendment No. 44 to the Registration
Statement is incorporated by reference in its entirety to the Scudder
Greater Europe Growth Fund's current Post-Effective Amendment No. 43 on
Form N-1A filed on August 8, 1994.

<PAGE>

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

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

Scudder
Greater Europe
Growth Fund

Annual Report
October 31, 1994

* For investors seeking long-term growth of capital through investments
primarily in the equity securities of European companies.

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

TABLE OF CONTENTS

Letter from the Fund's Chairman 3

Portfolio Summary 5

Investment Portfolio 6

Financial Statements 9

Financial Highlights 12

Notes to Financial Statements 13

Report of Independent Accountants 18

Officers and Directors 21

Investment Products and Services 22

How to Contact Scudder 23

LETTER FROM THE FUND'S CHAIRMAN
Dear Shareholders,

We are pleased to announce the launch of Scudder Greater Europe Growth
Fund, which became effective on October 10, 1994, with a net asset value of
$12.00 per share. On October 31, the Fund's share price was $12.18.

The Fund has started to build its investment portfolio at a pivotal
point in European economic and equity market development. The long-awaited
economic recovery in Europe, initially ignited by export-led growth, is
gathering pace and broadening. Growth forecasts continue to be revised
upwards, yet inflationary pressures remain largely subdued. And,
importantly, evidence is now mounting of a powerful recovery in corporate
earnings. European corporate restructuring efforts over the last several
years are paying off in major productivity gains which, coupled with a
recovery in consumer demand, could push earnings to new peaks.

Longer term, the privatization programs underway throughout Europe _
from Italy, France, and Germany to Poland, Hungary, and the Czech Republic
_ promise to enhance economic efficiency, improve public finances, and
increase investment opportunities. Many of these equity markets are small
compared to each country's gross domestic product and reasonably valued
relative to other regions of the globe. Further investment market
development should be fostered by the pressures to finance corporate
expansion in some cases beyond resources available to family-owned
companies.

Our initial investments have reflected these opportunities. We expect
restructuring benefits and economic growth to provide impressive lifts to
chemical producers Montedison in Italy, Akzo-Nobel in the Netherlands, and
BASF in Germany. We have also focused on European companies that have
invested steadily in research and development, made acquisitions abroad,
and/or positioned themselves globally. Among the Fund's holdings are Valeo,
a manufacturer of auto components; the tire maker Michelin; SAP, a German
software company reaching out to global markets; and Nokia, a Finnish
company, strongly positioned in high-growth cellular digital telephone
technology.

Please call us at 1-800-225-2470 if you have questions about your
Fund's investments.

Sincerely,

/s/Edmond D. Villani
Edmond D. Villani
Chairman,
Scudder Greater Europe Growth Fund
<PAGE>
Scudder Greater Europe Growth Fund
Portfolio Summary as of October 31, 1994
- ---------------------------------------------------------------------------
Geographical (Excludes 39% Cash Equivalents)
- ---------------------------------------------------------------------------

France 23% The Fund has begun to
Germany 21% build its investment
United Kingdom 18% portfolio by focusing on
Netherlands 9% some of the larger, more
Sweden 6% established economies of
Switzerland 6% Western Europe.
Finland 5%
Italy 3%
Norway 3%
Other 6%
----
100%
====

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

- --------------------------------------------------------------------------
Sectors (Excludes 39% Cash Equivalents)
- --------------------------------------------------------------------------
Energy 18%
Manufacturing 18%
Consumer Staples 11% Initial investments in the
Durables 10% Fund reflect opportunities
Construction 9% created by privatization
Health 9% programs, the growth of
Service Industries 7% exports, and the expansion
Financial 3% of companies into other
Media 3% European countries and
Other 12% beyond.
----
100%
====

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

- --------------------------------------------------------------------------
Ten Largest Equity Holdings
- --------------------------------------------------------------------------
1. Sligos SA
Electronic payment and computing engineering services company
in France
2. Kampa-Haus AG
German design and construction of prefabricated houses and
sub-assemblies
3. Guinness PLC
British spirits manufacturer
4. Royal Bank of Scotland PLC
British bank
5. British Petroleum PLC
Major integrated world oil company
6. Montedison SpA
Italian industrial holding company: chemicals, pharmaceuticals,
energy and agricultural services
7. SAP AG
German computer software manufacturer
8. Saga Petroleum
Norwegian oil and gas producer
9. Akzo-Nobel N.V.
Chemical producer in the Netherlands
10. Phillips N.V.
Leading manufacturer of electrical equipment in the Netherlands

The benefits of restructuring and an economic upturn in Europe are expected
to help chemical companies such as Montedison and Akzo-Nobel.

For more complete details about the Fund's Investment Portfolio,
see page 6.
A monthly Investment Portfolio Summary is available upon request.
<PAGE>

<TABLE>

SCUDDER GREATER EUROPE GROWTH FUND
INVESTMENT PORTFOLIO as of October 31, 1994
- -----------------------------------------------------------------------------------------------------------------------
<CAPTION>
% of Principal Market
Portfolio Amount ($) Value ($)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
12.6% REPURCHASE AGREEMENT
---------------------------------------------------------------------------------------------
1,430,000 Repurchase Agreement with Donaldson,
Lufkin & Jenrette dated 10/31/94 at 4.7%,
to be repurchased at $1,430,187 on 11/1/94,
collateralized by a $1,483,000, U.S. Treasury
Note, 4.375%, 11/15/96 (Cost $1,430,000) . . . . . 1,430,000
-----------
26.4% SHORT-TERM NOTE
---------------------------------------------------------------------------------------------
3,000,000 Federal Home Loan Mortgage Corp.,
Discount Note, 11/28/94 (Cost $2,989,110) . . . . . 2,989,110
-----------
3.4% PREFERRED STOCKS
---------------------------------------------------------------------------------------------
Shares
---------------------------------------------------------------------------------------------
GERMANY 440 Henkel KGAA (Household detergent and
adhesives producer) . . . . . . . . . . . . . . . 172,612
375 SAP AG (Computer software manufacturer) 216,679
-----------
TOTAL PREFERRED STOCKS (Cost $378,I00) . . . . . . . 389,291
-----------
57.6% COMMON STOCKS
---------------------------------------------------------------------------------------------
FINLAND 2.9% 855 Nokia AB Oy (Leading manufacturer of cellular
telephones) . . . . . . . . . . . . . . . . . . . 128,732
9,600 Outokumpu Oy "A" (Metals and minerals) . . . . . . . 202,773
-----------
331,505
-----------
FRANCE 14.0% 1,025 ECIA - Equipements et Composants pour
l'Industrie Automobile (Manufacturer of
automobile parts and accessories) . . . . . . . . 149,286
1,655 La Brosse et Du Pont (Toiletries manufacturer) . . . 127,913
4,670 Michelin "B" (Leading tire manufacturer) . . . . . 195,434
3,600 Sligos SA (Electronic payment and computing
engineering services company) . . . . . . . . . . 281,666
2,700 Societe Nationale Elf Aquitaine (Petroleum
company) . . . . . . . . . . . . . . . . . . . . 199,505
1,985 Television Francaise (Television broadcasting) . . 205,843
3,275 Total SA "B" (International oil and gas
exploration, development and production) . . . . 212,355
3,850 Valeo SA (Automobile and truck components
manufacturer) . . . . . . . . . . . . . . . . . . 208,967
-----------
1,580,969
-----------
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>

<PAGE>

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

GERMANY 9.3% 980 BASF AG (Diversified manufacturer of chemicals
for industrial use) . . . . . . . . . . . . . . . . . . 207,410
380 Kampa-Haus AG (Design and construction of
prefabricated houses and sub-assemblies) . . . . . . 245,088
740 Mannesmann AG (Diversified construction and
technology company) . . . . . . . . . . . . . . . . 197,799
295 Schering AG (Pharmaceutical and chemical
company) . . . . . . . . . . . . . . . . . . . . . 197,033
605 VEBA AG (electric utility, distributor of oil and
chemicals) . . . . . . . . . . . . . . . . . . . . . 202,746
------------
1,050,076
------------
IRELAND 1.8% 323,000 Aran Energy PLC (Oil and natural gas
exploration) . . . . . . . . . . . . . . . . . . . . 206,678
------------
ITALY 1.9% 265,000 Montedison SpA (Industrial holding company:
chemicals, pharmaceuticals, energy and
agricultural services) . . . . . . . . . . . . . . . 217,272
------------
NETHERLANDS 5.6% 1,700 Akzo-Nobel N.V. (Chemical producer) . . . . . . . . . 214,693
1,575 Heineken Holdings N.V. "A" (Brewery) . . . . . . . . 206,942
6,430 Philips Electronics N.V. (Leading manufacturer
of electrical equipment) . . . . . . . . . . . . . 212,833
------------
634,468
------------
NORWAY 1.9% 18,100 Saga Petroleum "A" (Free) (Oil and gas
producer) . . . . . . . . . . . . . . . . . . . . . 215,921
------------
SPAIN 1.9% 6,570 Repsol SA (Integrated oil company) . . . . . . . . . . 210,225
------------
SWEDEN 3.6% 7,750 Astra AB "A" (Free) (Pharmaceutical company) . . . . 209,720
11,000 S.K.F. AB "A" (Free) (Manufacturer of roller
bearings) . . . . . . . . . . . . . . . . . . . . . 197,425
------------
407,145
------------
SWITZERLAND 3.4% 200 Brown, Boveri & Cie. AG (Bearer) (Manufacturer
of electrical equipment) . . . . . . . . . . . . . 171,697
275 Holderbank Financiere Glaris AG (Bearer)
(Cement company) . . . . . . . . . . . . . . . . . 212,212
------------
383,909
------------
UNITED KINGDOM 11.3% 30,800 British Petroleum eLC (Major integrated world
oil company) . . . . . . . . . . . . . . . . . . . 219,083
29,000 Guinness PLC (Spirits manufacturer) . . . . . . . . 221,454
55,800 Hanson PLC (Industrial management company) . . . . 210,773
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>

<PAGE>
SCUDDER GREATER EUROPE GROWTH FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
% of Market
Portfolio Shares Value ($)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
61,600 House of Fraser PLC (Department store chain) . . . . 201,959
30,800 Royal Bank of Scotland PLC (Bank) . . . . . . . . . 220,594
30,700 SmithKline Beecham "A" (Manufacturer of
ethical drugs and health care products) . . . . . . 204,315
----------
1,278,178
----------
TOTAL COMMON STOCKS (Cost $6,421,607) . . . . . . . . 6,516,346
----------
- ---------------------------------------------------------------------------------------------------------
TOTAL INVESTMENT PORTFOLIO -- 100.0%
(Cost $11,219,617) (a) . . . . . . . . . . . . . . . 11,324,747
==========
<FN>

(a) The cost for federal income tax purposes was $11,219,617. At October 31, 1994, net unrealized appreciation for all
securities based on tax cost wes $105,130. This consisted of aggregate gross unrealized appreciation for all securities
in which there was an excess of market value over tax cost of $135,318 and aggregate gross unrealized depreciation for
all securities in which there was an excess of tax cost over market value of $30,188.

Sector breakdown of the Fund's equity securities is noted on page 5.

</TABLE>

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

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

STATEMENT OF ASSETS AND LIABILITIES

OCTOBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS
Investments, at market (identified cost $11,219,617)
(Note A) . . . . . . . . . . . . . . . . $11,324,747
Cash . . . . . . . . . . . . . . . . . . . 513
Receivables:
Interest . . . . . . . . . . . . . . . . 187
Fund shares sold . . . . . . . . . . . . 292,954
Due from Adviser (Note C) . . . . . . . 9,483
Deferred organization expenses, net of accumulated
amortization of $872 (Note A) . . . . . 75,014
Forward foreign currency exchange contracts to buy,
at market (contract cost $3,650,747)
(Notes A and D) . . . . . . . . . . . . 3,660,809
-----------
Total assets . . . . . . . . . . . . . . 15,363,707
LIABILITIES
Payables:
Investments purchased . . . . . . . . . $3,764,926
Organization fees . . . . . . . . . . . 75,886
Other accrued expenses (Note C) . . . . 12,406
Forward foreign currency exchange contracts
to buy (Notes A and D) . . . . . . . 3,650,747
----------
Total liabilities . . . . . . . . . . . 7,503,965
-----------
Net assets, at market value . . . . . . . $ 7,859,742
===========
NET ASSETS
Net assets consist of:
Undistributed net investment income . . . $ 1,711
Unrealized appreciation (depreciation) on:
Investments . . . . . . . . . . . . . . 105,130
Foreign currency related transactions . (1,959)
Capital stock . . . . . . . . . . . . . . 6,452
Additional paid-in capital . . . . . . . 7,748,408
-----------
Net assets, at market value $7,859,742
===========
NET ASSET VALUE, offering and redemption price per
share ($7,859,742/645,237 shares of capital
stock outstanding, $.01 par value, 100,000,000
shares authorized) . . . . . . . . . . . $12.18
======

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

</TABLE>

<PAGE>
SCUDDER GREATER EUROPE GROWTH FUND
- --------------------------------------------------------------------------------

<TABLE>
- ------------------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
- ------------------------------------------------------------------------------------------
FOR THE PERIOD OCTOBER 10, 1994
(COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1994
- ------------------------------------------------------------------------------------------

INVESTMENT INCOME
<S> <C> <C>
Income:
Interest . . . . . . . . . . . . . . . . . . . . . . . . $ 9,875

Expenses:
Management fee (Note C) . . . . . . . . . . . . . . . . . $ --
Service to shareholders (Note C) . . . . . . . . . . . . 683
Directors' fees and expenses (Note C) . . . . . . . . . . --
Accounting fees (Note C) . . . . . . . . . . . . . . . . --
Custodial fees . . . . . . . . . . . . . . . . . . . . . 2,468
Reports to shareholders . . . . . . . . . . . . . . . . . 1,684
Auditing . . . . . . . . . . . . . . . . . . . . . . . . 3,000
State registration . . . . . . . . . . . . . . . . . . . 500
Legal . . . . . . . . . . . . . . . . . . . . . . . . . . 748
Federal registration . . . . . . . . . . . . . . . . . . 2,573
Amortization of organization expense (Note A) . . . . . . 872
Other . . . . . . . . . . . . . . . . . . . . . . . . . . 750
--------
Total expenses before reimbursement from Adviser . . . . 13,278
Reimbursement of expenses from Adviser (Note C) . . . . . (9,483)
--------
Expenses, net . . . . . . . . . . . . . . . . . . . . . . 3,795
--------
Net investment income . . . . . . . . . . . . . . . . . . 6,080
--------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENT TRANSACTIONS
Net realized loss from foreign currency related
transactions . . . . . . . . . . . . . . . . . . . . . (4,369)
Net unrealized appreciation (depreciation) during the
period on:
Investments . . . . . . . . . . . . . . . . . . . . . 105,130
Foreign currency related transactions . . . . . . . . . (1,959) 103,171
-------------------------------------
Net gain on investment transactions . . . . . . . . . . . 98,802
--------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS. . . $104,882
========

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

</TABLE>

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

STATEMENTS OF CHANGES IN NET ASSETS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR THE PERIOD
OCTOBER 10, 1994
(COMMENCEMENT OF
OPERATIONS) TO
OCTOBER 31,
INCREASE (DECREASE) IN NET ASSETS 1994
- -----------------------------------------------------------------------------
<S> <C>
Operations:
Net investment income . . . . . . . . . . . . . . . . . . . . $ 6,080
Net realized loss from investment transactions . . . . . . . (4,369)
Net unrealized appreciation on investment transactions
during the period . . . . . . . . . . . . . . . . . . . . 103,171
----------
Net increase in net assets resulting from operations. . . . . 104,882
----------
Fund share transactions:
Proceeds from shares sold . . . . . . . . . . . . . . . . . . 7,878,987
Cost of shares redeemed . . . . . . . . . . . . . . . . . . . (125,327)
----------
Net increase in net assets from Fund share transactions . . . 7,753,660
----------
INCREASE IN NET ASSETS . . . . . . . . . . . . . . . . . . . 7,858,542
Net assets at beginning of period . . . . . . . . . . . . . . 1,200
----------
NET ASSETS AT END OF PERIOD (including undistributed net
investment income of $1,711) . . . . . . . . . . . . . . . . $7,859,742
==========

OTHER INFORMATION
INCREASE (DECREASE) IN FUND SHARES
Shares outstanding at beginning of period . . . . . . . . . 100
----------
Shares sold . . . . . . . . . . . . . . . . . . . . . . . . 655,588
Shares redeemed . . . . . . . . . . . . . . . . . . . . . . (10,451)
----------
Net increase in Fund shares . . . . . . . . . . . . . . . . 645,137
----------
Shares outstanding at end of period . . . . . . . . . . . . 645,237
==========

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

</TABLE>

<PAGE>

SCUDDER GREATER EUROPE GROWTH FUND
- ------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- ------------------------------------------------------------------------------
<TABLE>

THE FOLLOWING TABLE INCLUDES SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT
EACH PERIOD AND OTHER PERFORMANCE INFORMATION DERIVED FROM THE FINANCIAL
STATEMENTS.
<CAPTION>
FOR THE PERIOD
OCTOBER 10, 1994
(COMMENCEMENT OF
OPERATIONS) TO
OCTOBER 31, 1994
----------------
<S> <C>
Net asset value, beginning of period . . . . . . . . . . . . . . . . . . . $12.00
------
Income from investment operations:
Net investment income (a) . . . . . . . . . . . . . . . . . . . . . . . .01

Net realized and unrealized gain on investments transactions . . . . . .17
------
Total from investment operations . . . . . . . . . . . . . . . . . . . . . .18
------
Net asset value, end of period . . . . . . . . . . . . . . . . . . . . . . $12.18
======
TOTAL RETURN (%) (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.50*

RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period ($ millions) . . . . . . . . . . . . . . . . . 8

Ratio of operating expenses, net to average daily net assets (%) (a) . . 1.50**

Ratio of net investment income to average daily net assets (%) . . . . . 2.40**

Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . . --
<FN>
(a) Reflects a per share amount of expenses, exclusive of management
fees, reimbursed by the Adviser of . . . . . . . . . . . . . . . . . $ .01

Reflects a per share amount of management fee and other fees
not imposed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ .02

Operating expense ratio including expenses reimbursed, management
fee and other expenses not imposed (%) . . . . . . . . . . . . . . . 11.46**

(b) Total return is higher due to maintenance of the Fund's expenses.

* Not annualized
** Annualized

</TABLE>

<PAGE>

NOTES TO FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------

A. SIGNIFICANT ACCOUNTING POLICIES
- ------------------------------------------------------------------------------

Scudder Greater Europe Growth Fund (the "Fund") is a non-diversified
series of Scudder International Fund, Inc., a Maryland corporation registered
under the Investment Company Act of 1940, as amended, as an open-end management
investment company. The policies described below are followed consistently by
the Fund in the preparation of its financial statements in conformity with
generally accepted accounting principles.

Short-term investments having a maturity of sixty days or less are valued
at amortized cost. All other securities are valued at their fair value as
determined in good faith by the Valuation Committee of the Board of Directors.

<PAGE>
SCUDDER GREATER EUROPE GROWTH FUND
- -------------------------------------------------------------------------------

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

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

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

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

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. In connection with portfolio
purchases and sales of securities denominated in a foreign currency, the Fund
may enter into forward foreign currency exchange contracts ("contracts").
Additionally, the Fund may enter into contracts to hedge certain other foreign
currency denominated assets. Contracts are recorded at market value. Certain
risks may arise upon entering into these contracts from the potential inability
of counterparties to meet the terms of their contracts. Realized and
unrealized gains and losses arising from such transactions are included in net
realized and unrealized gain (loss) from foreign currency related transactions.

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

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

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

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

B. PURCHASES AND SALES OF SECURITIES
- -------------------------------------------------------------------------------
For the period October 10, 1994 (commencement of operations) to October 31,
1994, purchases of investment securities (excluding short-term investments)
aggregated $6,800,507. There were no sales of long-term investments during the
period.

C. RELATED PARTIES
- -------------------------------------------------------------------------------
Under the Investment Management Agreement (the "Agreement") with Scudder,
Stevens & Clark, Inc. (the "Adviser"), the Fund has agreed to pay to the
Adviser a fee equal to an annualized rate of 1.00% of the Fund's average daily
net assets, computed and accrued daily and payable monthly. As manager of the
assets of the Fund, the Adviser directs the investments of the Fund in
accordance with its

<PAGE>
SCUDDER GREATER EUROPE GROWTH FUND
- -----------------------------------------------------------------------------

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 Agreement provides that if the Fund's
expenses, exclusive of taxes, interest, and extraordinary expenses, exceed
specified limits, such excess, up to the amount of the management fee, will be
paid by the Adviser. In addition, the Adviser agreed not to impose all or a
portion of its management fee until February 29, 1996, and during such period
to maintain the annualized expenses of the Fund at not more than 1.50% of
average daily net assets. For the period October 10, 1994 (commencement of
operations) to October 31, 1994, the Adviser did not impose all of its
management fee amounting to $2,527. Further, due to the limitation of such
Agreement, the Adviser's reimbursement payable for the period October 10, 1994
(commencement of operations) to October 31, 1994 amounted to $9,483.

Scudder Service Corporation ("SSC"), a wholly-owned subsidiary of the Adviser,
is the transfer, dividend paying and shareholder service agent for the Fund.
For the period October 10, 1994 (commencement of operations) to October 31,
1994, the amount charged by SSC aggregated $8,296, all of which was not imposed
at October 31, 1994.

The Fund pays each Director not affiliated with the Adviser $4,000
annually, plus specified amounts for attended board and committee meetings. For
the period October 10, 1994 (commencement of operations) to October 31, 1994,
Directors' fees and expenses aggregated $1,617, all of which was not imposed at
October 31, 1994.

Scudder Fund Accounting Corporation ("SFAC"), a wholly-owned subsidiary of the
Adviser, is responsible for determining the daily net asset value per share and
maintaining the portfolio and general accounting records for the Fund. For the
period October 10, 1994 (commencement of operations) to October 31, 1994, the
amount charged by SFAC aggregated $3,289, all of which was not imposed at
October 31, 1994.

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

D. COMMITMENTS
- ------------------------------------------------------------------------------

As of October 31, 1994, the Fund had entered into the following forward foreign
currency exchange contracts resulting in net unrealized appreciation
of $10,062.
<TABLE>
<CAPTION>
NET UNREALIZED
APPRECIATION
SETTLEMENT (DEPRECIATION)
CONTRACTS TO DELIVER IN EXCHANGE FOR DATE (U.S.$)
-------------------------- -------------------------- ---------- --------------
<S> <C> <C> <C> <C> <C>
U.S. Dollars 199,293 Deutsche Marks 299,937 11/1/94 139
U.S. Dollars 454,077 Deutsche Marks 683,511 11/2/94 401
U.S. Dollars 100,283 Finnish Markka 461,404 11/2/94 (326)
U.S. Dollars 102,032 Norwegian Kroner 669,531 11/2/94 367
U.S. Dollars 192,934 Swedish Kroner 1,386,234 11/2/94 (68)
U.S. Dollars 211,073 British Pounds 129,628 11/3/94 893
U.S. Dollars 199,736 Deutsche Marks 301,741 11/4/94 897
U.S. Dollars 307,780 Dutch Guilders 520,822 11/4/94 1,166
U.S. Dollars 276,437 French Francs 1,428,241 11/4/94 918
U.S. Dollars 199,051 Swiss Francs 250,804 11/4/94 682
U.S. Dollars 102,867 French Francs 530,587 11/7/94 170
U.S. Dollars 99,082 Spanish Pesetas 12,459,624 11/7/94 463
U.S. Dollars 619,439 British Pounds 381,700 11/10/94 4,712
U.S. Dollars 451,773 French Francs 2,324,086 11/30/94 (450)
U.S. Dollars 134,890 Italian Lire 207,612,150 11/30/94 98
------
10,062
======
</TABLE>

<PAGE>
SCUDDER GREATER EUROPE GROWTH FUND
REPORT OF INDEPENDENT ACCOUNTANTS
- -----------------------------------------------------------------------------

TO THE BOARD OF DIRECTORS OF SCUDDER INTERNATIONAL FUND, INC. AND TO THE
SHAREHOLDERS OF SCUDDER GREATER EUROPE GROWTH FUND:

We have audited the accompanying statement of assets and liabilities of Scudder
Greater Europe Growth Fund, including the investment portfolio, as of October
31, 1994, and the related statements of operations and changes in net assets,
and the financial highlights for the period October 10, 1994 (commencement of
operations) to October 31, 1994. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1994, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Scudder Greater Europe Growth Fund as of October 31, 1994, the results of its
operations, the changes in its net assets, and the financial highlights for the
period October 10, 1994 (commencement of operations) to October 31, 1994 in
conformity with generally accepted accounting principles.

Boston, Massachusetts COOPERS & LYBRAND L.L.P.
December 14, 1994
<PAGE>

OFFICERS AND DIRECTORS

Edmond D. Villani*
Chairman of the Board and Director

Nicholas Bratt*
President and Director

Paul Bancroft III
Director; Venture Capitalist and Consultant

Thomas J. Devine
Director; Consultant

William H. Gleysteen, Jr.
Director; President, The Japan Society, Inc.

William H. Luers
Director; President, The Metropolitan Museum of Art

Wilson Nolen
Director; Consultant

Juris Padegs*
Director, Vice President and Assistant Secretary

Daniel Pierce*
Director

Gordon Shillinglaw
Director; Professor Emeritus of Accounting, Columbia University
Graduate School of Business

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

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

Carol L. Franklin*
Vice President

Edmund B. Games*
Vice President

Jerard K. Hartman*
Vice President

William E. Holzer*
Vice President

Thomas W. Joseph*
Vice President

William F. Truscott*
Vice President

David S. Lee*
Vice President and Assistant Treasurer

Thomas F. McDonough*
Vice President and Secretary

Pamela A. McGrath*
Vice President and Treasurer

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

Kathryn L. Quirk*
Vice President and Assistant Secretary

Richard W. Desmond*
Assistant Secretary

Coleen Downs Dinneen*
Assistant Secretary

* Scudder, Stevens & Clark, Inc.

INVESTMENT PRODUCTS AND SERVICES

The Scudder Family of Funds

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

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 SERVICE CORPORATION
1-800-225-5163

For account updates, prices, yields, exchanges and redemptions

SCUDDER AUTOMATED INFORMATION LINE (SAIL)
1-800-343-2890

Investment Information

To receive information about the Scudder funds, for additional
applications and prospectuses, or for investment questions

SCUDDER INVESTOR INFORMATION
1-800-225-2470

For establishing Keogh, 401(k) and 403(b) plans

SCUDDER GROUP RETIREMENT SERVICES
1-800-323-6105

Please address all correspondence to

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

Or stop by a Scudder Funds Center

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

Boca Raton
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 Information 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.

Celebrating 75 Years of Serving Investors

This year marks the 75th anniversary of the founding of Scudder,
Stevens & Clark, Inc., investment adviser for the Scudder Funds.
Established in 1919 by Theodore Scudder, Sidney Stevens, and F. Haven
Clark, Scudder was the first independent investment counsel firm in
the United States. Since its birth, Scudder's pioneering spirit and
commitment to professional long-term investment management have helped
shape the investment industry. In 1928, we introduced the nation's
first no-load mutual fund. Today we offer 36 pure no load(tm) funds,
including the first international mutual fund offered to U.S.
investors.

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

PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits

a. Financial Statements

Included in Part A of this Registration Statement:

For Scudder International Fund:

Financial highlights for the ten fiscal years ended
March 31, 1994
(Incorporated by reference to Post-Effective Amendment
No. 42 to this Registration Statement.)

For Scudder Latin America Fund:

Financial highlights for the period December 8, 1992
(commencement of operations) to October 31, 1993 and
for the fiscal year ended October 31, 1994

For Scudder Pacific Opportunities Fund:

Financial highlights for the period December 8, 1992
(commencement of operations) to October 31, 1993 and
for the fiscal year ended October 31, 1994

For Scudder Greater Europe Growth Fund:

Financial highlights for the period October 10, 1994
(commencement of operations) to October 31, 1994

Included in Part B of this Registration Statement:

For Scudder International Fund:

Investment Portfolio as of March 31, 1994
Statement of Assets and Liabilities as of March 31,
1994
Statement of Operations for the fiscal year ended March
31, 1994
Statement of Changes in Net Assets for the two fiscal
years ended
March 31, 1994
Financial Highlights for the ten fiscal years ended
March 31, 1994
Notes to Financial Statements
Report of Independent Accountants
(Incorporated by reference to Post-Effective Amendment
No. 42 to this Registration Statement.)

For Scudder Latin America Fund:

Investment Portfolio as of October 31, 1994
Statement of Assets and Liabilities as of October 31,
1994
Statement of Operations for the fiscal year ended
October 31, 1994
Statement of Changes in Net Assets for the period
December 8, 1992
(commencement of operations) to October 31, 1993 and
for the fiscal year ended October 31, 1994
Financial Highlights for the period December 8, 1992
(commencement of operations) to October 31, 1993 and
for the fiscal year ended October 31, 1994
Notes to Financial Statements
Report of Independent Accountants

For Scudder Pacific Opportunities Fund:

For Scudder Greater Europe Growth Fund:

Investment Portfolio as of October 31, 1994
Statement of Assets and Liabilities as of October 31,
1994
Statement of Operations for the period October 10, 1994
(commencement of operations) to October 31, 1994
Statement of Changes in Net Assets for the period
October 10, 1994 (commencement of operations) to
October 31, 1994
Financial Highlights for the period October 10, 1994
(commencement of operations) to October 31, 1994
Notes to Financial Statements
Report of Independent Accountants

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

b. Exhibits:

1. (a) Articles of Amendment and Restatement of the
Registrant as of January 24, 1991.
(Incorporated by reference to Exhibit (b)(1) to
Post-Effective Amendment No. 33 to the
Registration Statement.)

(b) Articles Supplementary dated September 17, 1992.
(Incorporated by reference to Exhibit 1(b) to
Post-Effective Amendment No. 35 to the
Registration Statement.)

(c) Articles Supplementary dated December 1, 1992.
(Incorporated by reference to Exhibit 1(c) to
Post-Effective Amendment No. 37 to the
Registration Statement.)

(d) Articles Supplementary dated August 3, 1994.
(Incorporated by reference to Exhibit 1(d) to
Post-Effective Amendment No. 43 to the
Registration Statement.)

2. (a) Amended and Restated By-Laws of the Registrant
dated March 4, 1991.
(Incorporated by reference to Exhibit (b)(2) to
Post-Effective Amendment No. 33 to the
Registration Statement.)

(b) Amended and Restated By-Laws of the Registrant
dated September 20, 1991.
(Incorporated by reference to Exhibit 2(b) to
Post-Effective Amendment No. 34 to the
Registration Statement.)

(c) Amended and Restated By-Laws of the Registrant
dated December 12, 1991.
(Incorporated by reference to Exhibit 2(c) to
Post-Effective Amendment No. 34 to the
Registration Statement.)

3. Inapplicable.

4. Specimen certificate representing shares of
Common Stock ($.01 par value) for Scudder
International Fund.
(Incorporated by reference to Exhibit 4 to
Post-Effective Amendment No. 31 to the
Registration Statement.)

5. (a) Investment Management Agreement between the
Registrant, on behalf of Scudder International
Fund, and Scudder, Stevens & Clark, Inc. dated
December 14, 1990.
(Incorporated by reference to Exhibit (5) to
Post-Effective Amendment No. 33 to the
Registration Statement.)

(b) Investment Management Agreement between the
Registrant, on behalf of Scudder Latin America
Fund, and Scudder, Stevens & Clark, Inc. dated
December 7, 1992.
(Incorporated by reference to Exhibit (5)(b) to
Post-Effective Amendment No. 38 to the
Registration Statement.)

(c) Investment Management Agreement between the
Registrant, on behalf of Scudder Pacific
Opportunities Fund, and Scudder, Stevens &
Clark, Inc. dated December 7, 1992.
(Incorporated by reference to Exhibit (5)(c) to
Post-Effective Amendment No. 38 to the
Registration Statement.)

(d) Investment Management Agreement between the
Registrant, on behalf of Scudder Greater Europe
Growth Fund, and Scudder, Stevens & Clark, Inc.
dated October 10, 1994 is filed herein.

6. (a) Underwriting Agreement between the Registrant
and Scudder Investor Services, Inc., formerly
Scudder Fund Distributors, Inc., dated July 15,
1985.
(Incorporated by reference to Exhibit 6 to
Post-Effective Amendment No. 28 to the
Registration Statement.)

(b) Underwriting Agreement between the Registrant
and Scudder Investor Services, Inc. dated
September 17, 1992.
(Incorporated by reference to Exhibit 6(b) to
Post-Effective Amendment No. 37 to the
Registration Statement.)

7. Inapplicable.

8. (a)(1) Custodian Contract between the Registrant and
Brown Brothers Harriman & Co. dated April 14,
1986.
(Incorporated by reference to Exhibit 8(a)(1) to
Post-Effective Amendment No. 28 to the
Registration Statement.)

(a)(2) Custodian Contract between the Registrant, on
behalf of Scudder Latin America Fund, and Brown
Brothers Harriman & Co. dated December 7, 1992.
(Incorporated by reference to Exhibit 8(a)(2) to
Post-Effective Amendment No. 37 to the
Registration Statement.)

(a)(3) Custodian Contract between the Registrant, on
behalf of Scudder Pacific Opportunities Fund,
and Brown Brothers Harriman & Co. dated December
7, 1992.
(Incorporated by reference to Exhibit 8(a)(3) to
Post-Effective Amendment No. 37 to the
Registration Statement.)

(a)(4) Custodian Contract between the Registrant, on
behalf of Scudder Greater Europe Growth Fund,
and Brown Brothers Harriman & Co. dated October
10, 1994 is filed herein.

(a)(5) Fee schedule for Exhibit 8(a)(1).
(Incorporated by reference to Exhibit 8(a)(2) to
Post-Effective Amendment No. 24 to the
Registration Statement.)

(b)(1) Master Subcustodian Agreement between Brown
Brothers Harriman & Co. and Morgan Guaranty
Trust Company of New York, Tokyo office, dated
November 8, 1976.
(Incorporated by reference to Exhibit 8(b)(1) to
Post-Effective Amendment No. 21 to the
Registration Statement.)

(b)(2) Fee schedule for Exhibit 8(b)(1).
(Incorporated by reference to Exhibit 8(b)(2) to
Post-Effective Amendment No. 21 to the
Registration Statement.)

(c)(1) Master Subcustodian Agreement between Brown
Brothers Harriman & Co. and Morgan Guaranty
Trust Company of New York, Brussels office,
dated November 15, 1976.
(Incorporated by reference to Exhibit 8(c)(1) to
Post-Effective Amendment No. 21 to the
Registration Statement.)

(c)(2) Fee schedule for Exhibit 8(c)(l).
(Incorporated by reference to Exhibit 8(c)(2) to
Post-Effective Amendment No. 23 to the
Registration Statement.)

(d)(1) Subcustodian Agreement between Brown Brothers
Harriman & Co. and The Bank of New York, London
office, dated January 30, 1979.
(Incorporated by reference to Exhibit 8(d)(1) to
Post-Effective Amendment No. 21 to the
Registration Statement.)

(d)(2) Fee schedule for Exhibit 8(d)(1)
(Incorporated by reference to Exhibit 8(d)(2) to
Post-Effective Amendment No. 21 to the
Registration Statement.)

(e)(1) Master Subcustodian Agreement between Brown
Brothers Harriman & Co. and The Chase Manhattan
Bank, N.A., Singapore office, dated June 9,
1980.
(Incorporated by reference to Exhibit 8(e)(1) to
Post-Effective Amendment No. 23 to the
Registration Statement.)

(e)(2) Fee schedule for Exhibit 8(e)(1).
(Incorporated by reference to Exhibit 8(e)(2) to
Post-Effective Amendment No. 23 to the
Registration Statement.)

(f)(1) Master Subcustodian Agreement between Brown
Brothers Harriman & Co. and The Chase Manhattan
Bank, N.A., Hong Kong office, dated June 4,
1979.
(Incorporated by reference to Exhibit 8(f)(1) to
Post-Effective Amendment No. 23 to the
Registration Statement.)

(f)(2) Fee schedule for Exhibit 8(f)(1).
(Incorporated by reference to Exhibit 8(f)(2) to
Post-Effective Amendment No. 23 to the
Registration Statement.)

(g)(1) Master Subcustodian Agreement between Brown
Brothers Harriman & Co. and Citibank, N.A. New
York office, dated July 16, 1981.
(Incorporated by reference to Exhibit 8(g)(1) to
Post-Effective Amendment No. 24 to the
Registration Statement.)

(g)(2) Fee schedule for Exhibit 8(g)(1).
(Incorporated by reference to Exhibit 8(g)(2) to
Post-Effective Amendment No. 24 to the
Registration Statement.)

9. (a)(1) Transfer Agency and Service Agreement between
the Registrant and Scudder Service Corporation
dated October 2, 1989.
(Incorporated by reference to Exhibit 9(a)(1) to
Post-Effective Amendment No. 32 to the
Registration Statement.)

(a)(2) Fee schedule for Exhibit 9(a)(1).
(Incorporated by reference to Exhibit 9(a)(2) to
Post-Effective Amendment No. 32 to the
Registration Statement.)

(b) Letter Agreement between the Registrant and
Cazenove, Inc. dated January 23, 1978, with
respect to the pricing of securities.
(Incorporated by reference to Exhibit 9(b) to
Post-Effective Amendment No. 21 to the
Registration Statement.)

(c)(1) COMPASS Service Agreement between the Registrant
and Scudder Trust Company dated January 1, 1990.
(Incorporated by reference to Exhibit 9(c)(1) to
Post-Effective Amendment No. 32 to the
Registration Statement.)

(c)(2) Fee schedule for Exhibit (9)(c)(1).
(Incorporated by reference to Exhibit 9(c)(2) to
Post-Effective Amendment No. 32 to the
Registration Statement.)

(d) Shareholder Services Agreement between the
Registrant and Charles Schwab & Co., Inc. dated
June 1, 1990.
(Incorporated by reference to Exhibit 9(c)(2) to
Post-Effective Amendment No. 32 to the
Registration Statement.)

(e) Fund Accounting Services Agreement between the
Registrant, on behalf of Scudder Greater Europe
Growth Fund, and Scudder Fund Accounting
Corporation dated October 10, 1994 is filed
herein.

(f) Application is filed herein.

10. Inapplicable.

11. Consent of Independent Accountants is filed
herein.

12. Article 6 Financial Data Schedules are filed
herein.

13. Inapplicable.

14. (a) Scudder Flexi-Plan for Corporations and
Self-Employed Individuals.
(Incorporated by reference to Exhibit 14(a) to
Scudder Income Fund Post-Effective Amendment No.
46 to its Registration Statement on Form N-1A
(File Nos. 2-13627 and 811-42).)

(b) Scudder Individual Retirement Plan.
(Incorporated by reference to Exhibit 14(b) to
Scudder Income Fund Post-Effective Amendment No.
46 to its Registration Statement on Form N-1A
(File Nos. 2-13627 and 811-42).)

(c) Scudder Funds 403(b) Plan.
(Incorporated by reference to Exhibit 14(c) to
Scudder Income Fund Post-Effective Amendment No.
46 to its Registration Statement on Form N-1A
(File Nos. 2-13627 and 811-42).)

(d) Scudder Employer - Select 403(b) Plan.
(Incorporated by reference to Exhibit 14(e)(2)
to Scudder Income Fund, Inc. Post-Effective
Amendment No. 43 to its Registration Statement
on Form N-1A (File Nos. 2-13627 and 811-42).)

(e) Scudder Cash or Deferred Profit Sharing Plan
under Section 401(k).
(Incorporated by reference to Exhibit 14(f) to
Scudder Income Fund, Inc. Post-Effective
Amendment No. 43 to its Registration Statement
on Form N-1A (File Nos. 2-13627 and 811-42).)

15. Inapplicable.

16. Schedule for Computation of Performance
Quotations.
(Incorporated by reference to Exhibit 16 to
Post-Effective Amendment No. 31 to the
Registration Statement.)

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

None

Item 26. Number of Holders of Securities (as of December 30, 1994).

<TABLE>
<CAPTION>
(1) (2)

Title of Class Number of Shareholders
--------------- -----------------------
<S> <C>
Capital Stock ($.01 par
value per share)
Scudder International 145,224
Fund
Scudder Latin America 96,313
Fund
Scudder Pacific 55,239
Opportunities Fund
Scudder Greater Europe 3,323
Growth Fund
</TABLE>

Item 27. Indemnification.

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

Article Tenth of Registrant's Articles of Incorporation state as
follows:

TENTH: Liability and Indemnification

To the fullest extent permitted by the Maryland General
Corporation Law and the Investment Company Act of 1940, no
director or officer of the Corporation shall be liable to the
Corporation or to its stockholders for damages. The limitation
on liability applies to events occurring at the time a person
serves as a director or officer of the Corporation, whether or
not such person is a director or officer at the time of any
proceeding in which liability is asserted. No amendment to these
Articles of Amendment and Restatement or repeal of any of its
provisions shall limit or eliminate the benefits provided to
directors and officers under this provision with respect to any
act or omission which occurred prior to such amendment or repeal.

The Corporation, including its successors and assigns, shall
indemnify its directors and officers and make advance payment of
related expenses to the fullest extent permitted, and in
accordance with the procedures required by Maryland law,
including Section 2-418 of the Maryland General Corporation law,
as may be amended from time to time, and the Investment Company
Act of 1940. The By-laws may provide that the Corporation shall
indemnify its employees and/or agents in any manner and within
such limits as permitted by applicable law. Such indemnification
shall be in addition to any other right or claim to which any
director, officer, employee or agent may otherwise be entitled.

The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee
or agent of the Corporation or is or was serving at the request
of the Corporation as a director, officer, partner, trustee,
employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise or employee
benefit plan against any liability asserted against and incurred
by such person in any such capacity or arising out of such
person's position, whether or not the Corporation would have had
the power to indemnify against such liability.

The rights provided to any person by this Article shall be
enforceable against the Corporation by such person who shall be
presumed to have relied upon such rights in serving or continuing
to serve in the capacities indicated herein. No amendment of
these Articles of Amendment and Restatement shall impair the
rights of any person arising at any time with respect to events
occurring prior to such amendment.

Nothing in these Articles of Amendment and Restatement shall
be deemed to (i) require a waiver of compliance with any
provision of the Securities Act of 1933, as amended, or the
Investment Company Act of 1940, as amended, or of any valid rule,
regulation or order of the Securities and Exchange Commission
under those Acts or (ii) protect any director or officer of the
Corporation against any liability to the Corporation or its
stockholders to which he would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the
performance of his or her duties or by reason of his or her
reckless disregard of his or her obligations and duties
hereunder.

Article V of Registrant's Amended and Restated By-Laws states as
follows:

ARTICLE V

INDEMNIFICATION AND INSURANCE

SECTION 1. Indemnification of Directors and Officers. Any person who
was or is a party or is threatened to be made a party in any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person is
a current or former Director or officer of the Corporation, or is or was
serving while a Director or officer of the Corporation at the request of
the Corporation as a Director, officer, partner, trustee, employee, agent
or fiduciary or another corporation, partnership, joint venture, trust,
enterprise or employee benefit plan, shall be indemnified by the
Corporation against judgments, penalties, fines, excise taxes, settlements
and reasonable expenses (including attorneys' fees) actually incurred
by such person in connection with such action, suit or proceeding to the
fullest extent permissible under the Maryland General Corporation Law, the
Securities Act of 1933 and the 1940 Act, as such statutes are now or
hereafter in force, except that such indemnity shall not protect any such
person against any liability to the Corporation or any stockholder thereof
to which such person would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office ("disabling conduct").

SECTION 2. Advances. Any current or former Director or officer of
the Corporation claiming indemnification within the scope of this Article V
shall be entitled to advances from the Corporation for payment of the
reasonable expenses incurred by him in connection with proceedings to which
he is a party in the manner and to the fullest extent permissible under the
Maryland General Corporation Law, the Securities Act of 1933 and the 1940
Act, as such statutes are now or hereafter in force; provided however, that
the person seeking indemnification shall provide to the Corporation a
written affirmation of his good faith belief that the standard of conduct
necessary for indemnification by the Corporation has been met and a written
undertaking by or on behalf of the Director to repay any such advance if it
is ultimately determined that he is not entitled to indemnification, and
provided further that at least one of the following additional conditions
is met: (1) the person seeking indemnification shall provide a security in
form and amount acceptable to the Corporation for his undertaking; (2) the
Corporation is insured against losses arising by reason of the advance; or
(3) a majority of a quorum of Directors of the Corporation who are neither
"interested persons" as defined in Section 2(a)(19) of the 1940 Act, as
amended, nor parties to the proceeding ("disinterested non-party
Directors") or independent legal counsel, in a written opinion, shall
determine, based on a review of facts readily available to the Corporation
at the time the advance is proposed to be made, that there is reason to
believe that the person seeking indemnification will ultimately be found to
be entitled to indemnification.

SECTION 3. Procedure. At the request of any current or former
Director or officer, or any employee or agent whom the Corporation proposes
to indemnify, the Board of Directors shall determine, or cause to be
determined, in a manner consistent with the Maryland General Corporation
Law, the Securities Act of 1933 and the 1940 Act, as such statutes are now
or hereafter in force, whether the standards required by this Article V
have been met; provided, however, that indemnification shall be made only
following: (1) a final decision on the merits by a court or other body
before whom the proceeding was brought that the person to be indemnified
was not liable by reason of disabling conduct or (2) in the absence of such
a decision, a reasonable determination, based upon a review of the facts,
that the person to be indemnified was not liable by reason of disabling
conduct, by (a) the vote of the majority of a quorum of disinterested
non-party Directors or (b) an independent legal counsel in a written
opinion.

SECTION 4. Indemnification of Employees and Agents. Employees and
agents who are not officers or Directors of the Corporation may be
indemnified, and reasonable expenses may be advanced to such employees or
agents, in accordance with the procedures set forth in this Article V to
the extent permissible under the Maryland General Corporation Law, the
Securities Act of 1933 and the 1940 Act, as such statutes are now or
hereafter in force, and to such further extent, consistent with the
foregoing, as may be provided by action of the Board of Directors or by
contract.

SECTION 5. Other Rights. The indemnification provided by this
Article V shall not be deemed exclusive of any other right, in respect of
indemnification or otherwise, to which those seeking such indemnification
may be entitled under any insurance or other agreement, vote of
stockholders or disinterested Directors or otherwise, both as to action by
a Director or officer of the Corporation in his official capacity and as to
action by such person in another capacity while holding such office or
position, and shall continue as to a person who has ceased to be a Director
or officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.

SECTION 6. Constituent, Resulting or Surviving Corporations. For the
purposes of this Article V, references to the "Corporation" shall include
all constituent corporations absorbed in a consolidation or merger as well
as the resulting or surviving corporation so that any person who is or was
a Director, officer, employee or agent of a constituent corporation or is
or was serving at the request of a constituent corporation as a Director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise shall stand in the same position under
this Article V with respect to the resulting or surviving corporation as he
would if he had served the resulting or surviving corporation in the same
capacity.

Item 28. Business or Other Connections of Investment Adviser

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

Business and Other Connections of Board
Name of Directors of Registrant's Adviser
----- ----------------------------------------

Stephen R. Beckwith Director, Scudder, Stevens & Clark, Inc.
(investment adviser)**

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

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

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

Margaret D. Hadzima Director, Scudder, Stevens & Clark, Inc.
(investment adviser)*

Jerard K. Hartman Director, Scudder, Stevens & Clark, Inc.
(investment adviser)**
Vice President, Scudder California Tax Free
Trust (investment company)*
Vice President, Scudder Equity Trust (investment
company)*
Vice President, Scudder Cash Investment Trust
(investment company)*
Vice President, Scudder Development Fund
(investment company)*
Vice President, Scudder Global Fund, Inc.
(investment company)**
Vice President, Scudder GNMA Fund (investment
company)*
Vice President, Scudder Portfolio Trust
(investment company)*
Vice President, Scudder International Fund, Inc.
(investment company)**
Vice President, Scudder Investment Trust
(investment company)*
Vice President, Scudder Municipal Trust
(investment company)*
Vice President, Scudder Mutual Funds, Inc.
(investment company)**
Vice President, Scudder New Asia Fund, Inc.
(investment company)**
Vice President, Scudder New Europe Fund, Inc.
(investment company)**
Vice President, Scudder State Tax Free Trust
(investment company)*
Vice President, Scudder Funds Trust (investment
company)*
Vice President, Scudder Tax Free Money Fund
(investment company)*
Vice President, Scudder Tax Free Trust
(investment company)*
Vice President, Scudder U.S. Treasury Money Fund
(investment company)*
Vice President, Scudder Variable Life Investment
Fund (investment company)*
Vice President, Scudder Treasurers Trust (until
10/30/90) (investment company)*
Vice President, The Brazil Fund, Inc.
(investment company)**
Vice President, The Korea Fund, Inc. (investment
company)**
Vice President, The Argentina Fund, Inc.
(investment company)**
Vice President and Director, Scudder, Stevens &
Clark of Canada, Ltd. (Canadian investment
adviser) Toronto, Ontario, Canada
Vice President, The First Iberian Fund, Inc.
(investment company)**
Vice President, The Latin America Dollar Income
Fund, Inc. (investment company)**

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

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

Douglas M. Loudon Director, Scudder, Stevens & Clark, Inc.
(investment adviser)**
Vice President & Trustee, Scudder Development
Fund (investment company)*
Vice President & Trustee, Scudder Equity Trust
(investment company)*
Vice President, Scudder Global Fund, Inc.
(investment company)**
Vice President, Scudder Investment Trust
(investment company)*
Vice President & Director, Scudder Mutual Funds,
Inc. (investment company)**
Vice President, AARP Cash Investment Funds
(investment company)**
Vice President, AARP Growth Trust (investment
company)**
Vice President, AARP Income Trust (investment
company)**
Vice President, AARP Tax Free Income Trust
(investment company)**
Vice President, Scudder, Stevens & Clark
Corporation (Delaware) (investment adviser)**
Senior Vice President, Scudder Investor
Services, Inc. (broker/dealer)*
Vice President, Scudder, Stevens & Clark of
Canada Ltd. (Canadian investment adviser)
Toronto, Ontario, Canada
Chairman, World Capital Fund (investment
company) Luxembourg ##
Managing Director, NKK - Scudder Capital Asset
Management Corporation (investment adviser)**
Chairman & Director, Scudder, Stevens & Clark
Japan, Inc.
President, The Japan Fund, Inc. (investment
company)**
Trustee, Scudder, Stevens & Clark Supplemental
Retirement Income Plan
Trustee, Scudder, Stevens & Clark Profit Sharing
Plan **
Chairman & Director, Scudder, Stevens & Clark
(Luxembourg), S.A., Luxembourg#
Director, Berkshire Farm & Services for Youth
Board of Governors, Investment Counsel
Association of America
Chairman, Canadian High Income Fund (investment
company) #
Chairman, Hot Growth Companies Fund (investment
company) #

John T. Packard Director, Scudder, Stevens & Clark, Inc.
(investment adviser)**
President, Montgomery Street Income Securities,
Inc. (investment company) oo
Director, Scudder Realty Advisors, Inc. (realty
investment adviser) x
Director, PSI Star Corporation (manufacturer of
chemical process for etching circuit boards)

Juris Padegs Secretary & Director, Scudder, Stevens & Clark,
Inc. (investment adviser)**
Chairman of the Board & Director, The Brazil
Fund, Inc. (investment company)**
Trustee, Scudder Development Fund (investment
company)*
Trustee & Vice President, Scudder Equity Trust
(investment company)*
Chairman of the Board & Director, The First
Iberian Fund, Inc. (investment company)**
Trustee (Vice President & Assistant Secretary
until 3/91), Scudder Funds Trust (investment
company)*
Vice President & Assistant Secretary, Scudder
Global Fund, Inc. (investment company)**
Trustee, Scudder Investment Trust (investment
company)*
Vice President, Assistant Secretary & Director,
Scudder International Fund, Inc. (investment
company)**
Vice President, The Latin America Dollar Income
Fund, Inc. (investment company)**
Trustee, Scudder Municipal Trust (investment
company)*
Vice President & Assistant Secretary, Scudder
Mutual Funds, Inc. (investment company)**
Vice President & Director, Scudder New Europe
Fund, Inc. (investment company)**
Trustee, Scudder State Tax Free Trust
(investment company)*
Vice President, Assistant Secretary & Director,
Scudder New Asia Fund, Inc. (investment
company)**
Vice President & Trustee, Scudder Tax Free Money
Fund (investment company)*
Trustee, Scudder Tax Free Trust (investment
company)*
Chairman of the Board and Director (Vice
President until 4/91), The Korea Fund, Inc.
(investment company)**
Vice President & Director, The Argentina Fund,
Inc. (investment company)**
Secretary, Scudder, Stevens & Clark of Canada
Ltd. (Canadian investment adviser), Toronto,
Ontario, Canada
Vice President, Scudder Realty Advisors, Inc.
(realty investment adviser) x
Assistant Secretary, SFA, Inc. (advertising
agency)*
Vice President & Director, Scudder Investor
Services, Inc. (broker/dealer)**
Assistant Treasurer, NKK-Scudder Capital Asset
Management (investment adviser)**
Director and Chairman of the Board, Scudder,
Stevens & Clark Japan, Inc.
President & Director, Scudder, Stevens & Clark
Corporation
Supervisory Director, Sovereign High Yield
Investment Company N.V. (investment company) +
Director, President Investment Trust Corporation
(Joint Venture)***

Daniel Pierce Chairman of the Board and Director, Scudder New
Europe Fund, Inc. (investment company)**
Trustee, California Tax Free Trust (investment
company)*
President & Trustee, Scudder Development Fund
(investment company)**
President & Trustee, Scudder Equity Trust
(investment company)**
Director, The First Iberian Fund, Inc.
(investment company)**
President & Trustee, Scudder GNMA Fund
(investment company)*
President & Trustee, Scudder Portfolio Trust
(investment company)*
President & Trustee, Scudder Funds Trust
(investment company)*
President & Director, Scudder Institutional
Fund, Inc. (investment company)**
President & Director, Scudder Fund, Inc.
(investment company)**
Director, Scudder International Fund, Inc.
(investment company)**
President & Trustee, Scudder Investment Trust
(investment company)*
Vice President & Trustee, Scudder Municipal
Trust (investment company)*
President & Director, Scudder Mutual Funds, Inc.
(investment company)**
Director, Scudder New Asia Fund, Inc.
(investment company)**
Trustee, Scudder State Tax Free Trust
(investment company)*
President & Trustee, Scudder Treasurers Trust
(until 10/90) (investment company)*
Vice President & Trustee, Scudder Variable Life
Investment Fund (investment company)*
Director, The Brazil Fund, Inc. (investment
company)**
Vice President & Assistant Treasurer, Montgomery
Street Income Securities, Inc. (investment
company) oo
Vice President and Director, Scudder Global
Fund, Inc. (investment company)**
Vice President, Director & Assistant Treasurer,
Scudder Investor Services, Inc.
(broker/dealer)*
Vice President & Director, Scudder Service
Corporation (in-house transfer agent)*
Chairman of the Board & President, Scudder,
Stevens & Clark of Canada, Ltd. (Canadian
investment adviser), Toronto, Ontario, Canada
Chairman of the Board, Assistant Treasurer &
Director, Scudder, Stevens & Clark, Inc.
(investment adviser)**
Director, Scudder, Stevens & Clark, Ltd.
Trustee, Brigham and Women's Hospital (hospital)
Boston, MA
Director, Fiduciary Trust Company (banking &
trust company) Boston, MA
Director, Fiduciary Company Incorporated
(banking & trust company) Boston, MA

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

Edmond D. Villani President & Director, Scudder, Stevens & Clark,
Inc. (investment adviser)**
Trustee, Scudder Development Fund (investment
company)*
Chairman of the Board & Director, Scudder Global
Fund, Inc. (investment company)**
Chairman of the Board & Director, Scudder
International Fund, Inc. (investment
company)**
Chairman of the Board & Director, Scudder New
Asia Fund, Inc. (investment company)**
Chairman of the Board & Director, The Argentina
Fund, Inc. (investment company)**
Director, Scudder Realty Advisors, Inc. (realty
investment adviser) x
Supervisory Director, Scudder Mortgage Fund
(investment company) +
Chairman of the Board & Director, The Latin
America Dollar Income Fund, Inc. (investment
company)**
Director, Scudder, Stevens & Clark Japan, Inc.
Chairman of the Board & Director, Scudder World
Income Opportunities Fund, Inc. (investment
company)**

* Two International Place, Boston, MA
x 333 South Hope Street, Los Angeles, CA
** 345 Park Avenue, New York, NY
++ 111 East Wacker Drive, Chicago, IL
o Rodney Square North, Wilmington, DE
oo 101 California Street, San Francisco, CA
# 11, rue Aldringen, L-1118 Luxembourg, Grand-Duchy
of Luxembourg
+ John B. Gorsiraweg 6, Willemstad Curacao,
Netherland Antilles
xx DeRuyterkade 62, P.O. Box 812, Willemstad Curacao,
Netherland Antilles
## 2 Boulevard Royal, Luxembourg
*** B1 2F3F 248 Section 3, Nan King East Road, Taipei,
Taiwan

Item 29. Principal Underwriters.

(a) Scudder California Tax Free Trust
Scudder Cash Investment Trust
Scudder Development Fund
Scudder Equity Trust
Scudder Fund, Inc.
Scudder Funds Trust
Scudder Global Fund, Inc.
Scudder GNMA Fund
Scudder Institutional Fund, Inc.
Scudder International Fund, Inc.
Scudder Investment Trust
Scudder Municipal Trust
Scudder Mutual Funds, Inc.
Scudder Portfolio Trust
Scudder State Tax Free Trust
Scudder Tax Free Money Fund
Scudder Tax Free Trust
Scudder U.S. Treasury Money Fund
Scudder Variable Life Investment
Fund
AARP Cash Investment Funds
AARP Growth Trust
AARP Income Trust
AARP Tax Free Income Trust
The Japan Fund, Inc.

(b)

(1) (2) (3)

Positions and
Name and Principal Position and Offices with Scudder Offices with
Business Address Investor Services, Inc. Registrant
------------------ --------------------------------- -------------

Charles S. Boit Assistant Treasurer None
Two International Place
Boston, MA 02110

E. Michael Brown Assistant Treasurer None
Two International Place
Boston, MA 02110

Linda Coughlin Director None
345 Park Avenue
New York, NY 10154

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

Coleen Downs Dinneen Assistant Clerk Assistant
Two International Place Secretary
Boston, MA 02110

Paul J. Elmlinger Vice President None
345 Park Avenue
New York, NY 10154

Cuyler W. Findlay Senior Vice President & None
345 Park Avenue Director
New York, NY 10154

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

Dudley H. Ladd Senior Vice President & None
Two International Place Director
Boston, MA 02110

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

Douglas M. Loudon Senior Vice President None
345 Park Avenue
New York, NY 10154

Name and Principal Position and Offices with Positions and
Business Address Scudder Investor Services, Inc. Offices with
Registrant

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

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

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

Juris Padegs Vice President & Director Director,
345 Park Avenue Vice
New York, NY 10154 President &
Assistant
Secretary

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

Robert E. Pruyne Assistant Treasurer None
Two International Place
Boston, MA 02110

Kathryn L. Quirk Vice President Vice
345 Park Avenue President &
New York, NY 10154 Assistant
Secretary

Ronald H. Ransch Vice President None
345 Park Avenue
New York, NY 10154

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

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

(c)
<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
Net
Name of Underwriting Compensation on
Principal Discounts and Redemptions Brokerage Other
Underwriter Commissions and Repurchases Commissions Compensation
------------- ------------- --------------- ----------- ------------
<S> <C> <C> <C> <C>
Scudder None None None None
Investor
Services, Inc.
</TABLE>

Item 30. Location of Accounts and Records.

Certain accounts, books and other documents required to be
maintained by Section 31(a) of the 1940 Act and the Rules
promulgated thereunder are maintained by Scudder, Stevens &
Clark, Inc., 345 Park Avenue, New York, New York 10154. Records
relating to the duties of the Registrant's custodian are
maintained by Brown Brothers Harriman & Co., 40 Water Street,
Boston, Massachusetts. Records relating to the duties of the
Registrant's transfer agent are maintained by Scudder Service
Corporation, Two International Place, Boston, Massachusetts 02110-
4103.

Item 31. Management Services.

Inapplicable.

Item 32. Undertakings

Inapplicable.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Boston and the
Commonwealth of Massachusetts on the 16th day of February, 1995.

SCUDDER INTERNATIONAL FUND, INC.

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

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

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

/s/Nicholas Bratt
Nicholas Bratt* President (Principal February 16 , 1995
Executive Officer) and
Director

/s/Paul Bancroft, III
Paul Bancroft, III* Director February 16 , 1995

/s/Thomas J. Devine
Thomas J. Devine* Director February 16 , 1995

/s/William H. Gleysteen, Jr.
William H. Gleysteen, Jr.* Director February 16 , 1995

/s/William H. Luers
William H. Luers* Director February 16 , 1995

/s/Wilson Nolen
Wilson Nolen* Director February 16 , 1995

/s/Juris Padegs
Juris Padegs* Vice President, February 16 , 1995
Assistant Secretary and
Director

/s/Daniel Pierce
Daniel Pierce* Director February 16 , 1995

/s/Gordon Shillinglaw
Gordon Shillinglaw* Director February 16 , 1995

/s/Robert G. Stone, Jr.
Robert G. Stone, Jr.* Director February 16 , 1995

/s/Edmond D. Villani
Edmond D. Villani* Chairman of the Board February 16 , 1995
and Director

/s/Pamela A. McGrath
Pamela A. McGrath Vice President and February 16 , 1995
Treasurer (Principal
Financial and
Accounting Officer)

*By: /s/Thomas F. McDonough
Thomas F. McDonough,
Attorney-in-Fact pursuant to a power of attorney contained in the
signature page of Post-Effective Amendment No. 35 to the Registration
Statement, filed October 8, 1992.

<PAGE>

File No. 2-14400
File No. 811-642

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

EXHIBITS

FORM N-1A

POST-EFFECTIVE AMENDMENT No. 44

TO REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AND

AMENDMENT NO. 24

TO REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

SCUDDER INTERNATIONAL FUND, INC.
<PAGE>
SCUDDER INTERNATIONAL FUND, INC.

EXHIBIT INDEX

Exhibit 5(d)

Exhibit 8(a)(4)

Exhibit 9(e)

Exhibit 9(f)

Exhibit 11

Exhibit 12
<PAGE>

EXHIBIT 5(d)
Scudder International Fund, Inc.
345 Park Avenue
New York, NY 10154
October 10, 1994
Scudder, Stevens & Clark, Inc.
345 Park Avenue
New York, NY 10154

Investment Management Agreement
Scudder Greater Europe Growth Fund

Ladies and Gentlemen:

Scudder International Fund, Inc. (the "Corporation") has been
established as a Maryland Corporation to engage in the business of an
investment company. Pursuant to the Corporation's Articles of Incorporation
(the "Articles"), the Board of Directors has divided the Corporation's
shares of common stock, par value $.01 per share, (the "Shares") into
separate series, or funds, including Scudder Greater Europe Growth Fund
(the "Fund"). Series may be abolished and dissolved, and additional series
established, from time to time by action of the Directors.

That Corporation, on behalf of the Fund, has selected you to act as
the sole investment manager of the Fund and to provide certain other
services, as more fully set forth below, and you have indicated that you
are willing to act as such investment manager and to perform such services
under the terms and conditions hereinafter set forth. Accordingly, the
Corporation on behalf of the Fund agrees with you as follows:

1. Delivery of Documents. The Corporation engages in the business of
investing and reinvesting the assets of the Fund in the manner and in
accordance with the investment objectives, policies and restrictions
specified in the currently effective Prospectus (the "Prospectus") and
Statement of Additional Information (the "SAI") relating to the Fund
included in the Corporation's Registration Statement on Form N-1A, as
amended from time to time, (the "Registration Statement") filed by the
Corporation under the Investment Company Act of 1940, as amended, (the
"1940 Act") and the Securities Act of 1933, as amended. Copies of the
documents referred to in the preceding sentence have been furnished to you
by the Corporation. The Corporation has also furnished you with copies
properly certified or authenticated of each of the following additional
documents related to the Corporation and the Fund:

(a) Articles of Incorporation of the Corporation dated June 20, 1984,
as amended to date.

(b) By-Laws of the Corporation as in effect on the date hereof (the
"By-Laws").

(c) Resolutions of the Directors of the Corporation and the
shareholders of the Fund selecting you as investment manager and
approving the form of this Agreement.

The Corporation will furnish you from time to time with copies,
properly certified or authenticated, of all amendments of or supplements,
if any, to the foregoing, including the Prospectus, the SAI and the
Registration Statement.

2. Name of Corporation and Fund. The Corporation and the Fund may
use any name derived from the name "Scudder, Stevens & Clark", if the
Corporation elects to do so, only for so long as this Agreement, any other
investment management agreement between you and the Corporation with
respect to the Fund or any extension, renewal or amendment hereof or
thereof remains in effect, including any similar agreement with any
organization which shall have succeeded to your business as investment
manager. At such time as such an agreement shall no longer be in effect,
the Corporation and the Fund shall each (to the extent the Corporation has
the legal power to cause it to be done) cease to use such a name or any
other name indicating that it is managed by or otherwise connected with you
or any organization which shall have so succeeded to your business.

3. Portfolio Management Services. As manager of the assets of the
Fund, you shall provide continuing investment management of the assets of
the Fund in accordance with the investment objectives, policies and
restrictions set forth in the Prospectus and SAI; the applicable provisions
of the 1940 Act and the Internal Revenue Code of 1986, as amended, (the
"Code") relating to regulated investment companies and all rules and
regulations thereunder; and all other applicable federal and state laws and
regulations of which you have knowledge; subject always to policies and
instructions adopted by the Corporation's Board of Directors. In connection
therewith, you shall use reasonable efforts to manage the Fund so that it
will qualify as a regulated investment company under Subchapter M of the
Code and regulations issued thereunder. The Fund shall have the benefit of
the investment analysis and research, the review of current economic
conditions and trends and the consideration of long-range investment policy
generally available to your investment advisory clients. In managing the
Fund in accordance with the requirements set forth in this section 3, you
shall be entitled to receive and act upon advice of counsel to the
Corporation or counsel to you. You shall also make available to the
Corporation promptly upon request all of the Fund's investment records and
ledgers as are necessary to assist the Corporation to comply with the
requirements of the 1940 Act and other applicable laws. To the extent
required by law, you shall furnish to regulatory authorities having the
requisite authority any information or reports in connection with the
services provided pursuant to this Agreement which may be requested in
order to ascertain whether the operations of the Corporation are being
conducted in a manner consistent with applicable laws and regulations.

You shall determine the securities, instruments, investments,
currencies, repurchase agreements, futures, options and other contracts
relating to investments to be purchased, sold or entered into by the Fund
and place orders with broker-dealers, foreign currency dealers, futures
commission merchants or others pursuant to your determinations and all in
accordance with Fund policies as expressed in the Registration Statement.
You shall determine what portion of the Fund's portfolio shall be invested
in securities and other assets and what portion, if any, should be held
uninvested.

You shall furnish to the Corporation's Board of Directors periodic
reports on the investment performance of the Fund and on the performance of
your obligations pursuant to this Agreement, and you shall supply such
additional reports and information as the Corporation's officers or Board
of Directors shall reasonably request.

4. Administrative Services. In addition to the portfolio management
services specified above in section 3, you shall furnish at your expense
for the use of the Fund such office space and facilities as the Fund may
require for its reasonable needs, and you (or one or more of your
affiliates designated by you) shall render to the Corporation
administrative services on behalf of the Fund necessary for operating as an
investment company and not provided by persons not parties to this
Agreement including, but not limited to, preparing reports to and meeting
materials for the Corporation's Board of Directors and reports and notices
to Fund shareholders; supervising, negotiating contractual arrangements
with, to the extent appropriate, and monitoring the performance of,
custodians, depositories, transfer and pricing agents, accountants,
attorneys, printers, underwriters, brokers and dealers, insurers and other
persons in any capacity deemed to be necessary or desirable to Fund
operations; preparing and making filings with the Securities and Exchange
Commission (the "SEC") and other regulatory and self-regulatory
organizations, including, but not limited to, preliminary and definitive
proxy materials, post-effective amendments to the Registration Statement,
semi-annual reports on Form N-SAR and notices pursuant to Rule 24f-2 under
the 1940 Act; overseeing the tabulation of proxies by the Fund's transfer
agent; assisting in the preparation and filing of the Fund's federal, state
and local tax returns; preparing and filing the Fund's federal excise tax
return pursuant to Section 4982 of the Code; providing assistance with
investor and public relations matters; monitoring the valuation of
portfolio securities, the calculation of net asset value and the
calculation and payment of distributions to Fund shareholders; monitoring
the registration of Shares of the Fund under applicable federal and state
securities laws; maintaining or causing to be maintained for the Fund all
books, records and reports and any other information required under the
1940 Act, to the extent that such books, records and reports and other
information are not maintained by the Fund's custodian or other agents of
the Fund; assisting in establishing the accounting policies of the Fund;
assisting in the resolution of accounting issues that may arise with
respect to the Fund's operations and consulting with the Fund's independent
accountants, legal counsel and the Fund's other agents as necessary in
connection therewith; establishing and monitoring the Fund's operating
expense budgets; reviewing the Fund's bills; processing the payment of
bills that have been approved by an authorized person; assisting the Fund
in determining the amount of dividends and distributions available to be
paid by the Fund to its shareholders, preparing and arranging for the
printing of dividend notices to shareholders, and providing the transfer
and dividend paying agent and the custodian with such information as is
required for such parties to effect the payment of dividends and
distributions; and otherwise assisting the Corporation as it may reasonably
request in the conduct of the Fund's business, subject to the direction and
control of the Corporation's Board of Directors. Nothing in this Agreement
shall be deemed to shift to you or to diminish the obligations of any agent
of the Fund or any other person not a party to this Agreement which is
obligated to provide services to the Fund.

5. Allocation of Charges and Expenses. Except as otherwise
specifically provided in this section 5, you shall pay the compensation and
expenses of all Directors, officers and executive employees of the
Corporation (including the Fund's share of payroll taxes) who are
affiliated persons of you, and you shall make available, without expense to
the Fund, the services of such of your directors, officers and employees as
may duly be elected officers of the Corporation, subject to their
individual consent to serve and to any limitations imposed by law. You
shall provide at your expense the portfolio management services described
in section 3 hereof and the administrative services described in section 4
hereof.

You shall not be required to pay any expenses of the Fund other than
those specifically allocated to you in this section 5. In particular, but
without limiting the generality of the foregoing, you shall not be
responsible, except to the extent of the reasonable compensation of such of
the Fund's Directors and officers as are directors, officers or employees
of you whose services may be involved, for the following expenses of the
Fund: organization expenses of the Fund (including out-of-pocket expenses,
but not including your overhead or employee costs); fees payable to you and
to any other Fund advisors or consultants; legal expenses; auditing and
accounting expenses; maintenance of books and records which are required to
be maintained by the Fund's custodian or other agents of the Corporation;
telephone, telex, facsimile, postage and other communications expenses;
taxes and governmental fees; fees, dues and expenses incurred by the Fund
in connection with membership in investment company trade organizations;
fees and expenses of the Fund's custodians, subcustodians, transfer agents,
dividend disbursing agents and registrars; payment for portfolio pricing or
valuation services to pricing agents, accountants, bankers and other
specialists, if any; expenses of preparing share certificates and, except
as provided below in this section 5, other expenses in connection with the
issuance, offering, distribution, sale, redemption or repurchase of
securities issued by the Fund; expenses relating to investor and public
relations; expenses and fees of registering or qualifying Shares of the
Fund for sale; interest charges, bond premiums and other insurance expense;
freight, insurance and other charges in connection with the shipment of the
Fund's portfolio securities; the compensation and all expenses
(specifically including travel expenses relating to Corporation business)
of Directors, officers and employees of the Corporation who are not
affiliated persons of you; brokerage commissions or other costs of
acquiring or disposing of any portfolio securities of the Fund; expenses of
printing and distributing reports, notices and dividends to shareholders;
expenses of printing and mailing Prospectuses and SAIs of the Fund and
supplements thereto; costs of stationery; any litigation expenses;
indemnification of Directors and officers of the Corporation; costs of
shareholders' and other meetings; and travel expenses (or an appropriate
portion thereof) of Directors and officers of the Corporation who are
directors, officers or employees of you to the extent that such expenses
relate to attendance at meetings of the Board of Directors of the
Corporation or any committees thereof or advisors thereto held outside of
Boston, Massachusetts or New York, New York.

You shall not be required to pay expenses of any activity which is
primarily intended to result in sales of Shares of the Fund if and to the
extent that (i) such expenses are required to be borne by a principal
underwriter which acts as the distributor of the Fund's Shares pursuant to
an underwriting agreement which provides that the underwriter shall assume
some or all of such expenses, or (ii) the Corporation on behalf of the Fund
shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act
providing that the Fund (or some other party) shall have assumed some or
all of such expenses. You shall be required to pay such of the foregoing
sales expenses as are not required to be paid by the principal underwriter
pursuant to the underwriting agreement or are not permitted to be paid by
the Fund (or some other party) pursuant to such a plan.

6. Management Fee. For all services to be rendered, payments to be
made and costs to be assumed by you as provided in sections 3, 4 and 5
hereof, the Corporation on behalf of the Fund shall pay you on the last day
of each month the unpaid balance of a fee equal to the excess of (a) 1/12
of 1% of the average daily net assets as defined below of the Fund for such
month over (b) the greater of (i) the amount by which the Fund's expenses
exceed the lowest applicable expense limitation (as more fully described
below) or (ii) any compensation waived by you from time to time (as more
fully described below). You shall be entitled to receive during any month
such interim payments of your fee hereunder as you shall request, provided
that no such payment shall exceed 75% of the amount of your fee then
accrued on the books of the Fund and unpaid.

The "average daily net assets" of the Fund shall mean the average of
the values placed on the Fund's net assets as of 4:00 p.m. (New York time)
on each day on which the net asset value of the Fund is determined
consistent with the provisions of Rule 22c-1 under the 1940 Act or, if the
Fund lawfully determines the value of its net assets as of some other time
on each business day, as of such time. The value of the net assets of the
Fund shall always be determined pursuant to the applicable provisions of
the Articles and the Registration Statement. If the determination of net
asset value does not take place for any particular day, then for the
purposes of this section 6, the value of the net assets of the Fund as last
determined shall be deemed to be the value of its net assets as of 4:00
p.m. (New York time), or as of such other time as the value of the net
assets of the Fund's portfolio may be lawfully determined on that day. If
the Fund determines the value of the net assets of its portfolio more than
once on any day, then the last such determination thereof on that day shall
be deemed to be the sole determination thereof on that day for the purposes
of this section 6.

You agree that your gross compensation for any fiscal year shall not
be greater than an amount which, when added to the other expenses of the
Fund, shall cause the aggregate expenses of the Fund to equal the maximum
expenses under the lowest applicable expense limitation established
pursuant to the statutes or regulations of any jurisdiction in which the
Shares of the Fund may be qualified for offer and sale. Except to the
extent that such amount has been reflected in reduced payments to you, you
shall refund to the Fund the amount of any payment received in excess of
the limitation pursuant to this section 6 as promptly as practicable after
the end of such fiscal year, provided that you shall not be required to pay
the Fund an amount greater than the fee paid to you in respect of such year
pursuant to this Agreement. As used in this section 6, "expenses" shall
mean those expenses included in the applicable expense limitation having
the broadest specifications thereof, and "expense limitation" means a limit
on the maximum annual expenses which may be incurred by an investment
company determined (i) by multiplying a fixed percentage by the average, or
by multiplying more than one such percentage by different specified amounts
of the average, of the values of an investment company's net assets for a
fiscal year or (ii) by multiplying a fixed percentage by an investment
company's net investment income for a fiscal year. The words "lowest
applicable expense limitation" shall be construed to result in the largest
reduction of your compensation for any fiscal year of the Fund; provided,
however, that nothing in this Agreement shall limit your fees if not
required by an applicable statute or regulation referred to above in this
section 6.

You may waive all or a portion of your fees provided for hereunder and
such waiver shall be treated as a reduction in purchase price of your
services. You shall be contractually bound hereunder by the terms of any
publicly announced waiver of your fee, or any limitation of the Fund's
expenses, as if such waiver or limitation were fully set forth herein.

7. Avoidance of Inconsistent Position; Services Not Exclusive. In
connection with purchases or sales of portfolio securities and other
investments for the account of the Fund, neither you nor any of your
directors, officers or employees shall act as a principal or agent or
receive any commission. You or your agent shall arrange for the placing of
all orders for the purchase and sale of portfolio securities and other
investments for the Fund's account with brokers or dealers selected by you
in accordance with Fund policies as expressed in the Registration
Statement. If any occasion should arise in which you give any advice to
clients of yours concerning the Shares of the Fund, you shall act solely as
investment counsel for such clients and not in any way on behalf of the
Fund.

Your services to the Fund pursuant to this Agreement are not to be
deemed to be exclusive and it is understood that you may render investment
advice, management and services to others. In acting under this Agreement,
you shall be an independent contractor and not an agent of the Corporation.

8. Limitation of Liability of Manager. As an inducement to your
undertaking to render services pursuant to this Agreement, the Corporation
agrees that you shall not be liable under this Agreement for any error of
judgment or mistake of law or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates, provided that
nothing in this Agreement shall be deemed to protect or purport to protect
you against any liability to the Corporation, the Fund or its shareholders
to which you would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of your duties, or by
reason of your reckless disregard of your obligations and duties hereunder.
Any person, even though also employed by you, who may be or become an
employee of and paid by the Fund shall be deemed, when acting within the
scope of his or her employment by the Fund, to be acting in such employment
solely for the Fund and not as your employee or agent.

9. Duration and Termination of This Agreement. This Agreement shall
remain in force until September 30, 1996, and continue in force from year
to year thereafter, but only so long as such continuance is specifically
approved at least annually (a) by the vote of a majority of the Directors
who are not parties to this Agreement or interested persons of any party to
this Agreement, cast in person at a meeting called for the purpose of
voting on such approval and (b) by the Directors of the Corporation, or by
the vote of a majority of the outstanding voting securities of the Fund.
The aforesaid requirement that continuance of this Agreement be
"specifically approved at least annually" shall be construed in a manner
consistent with the 1940 Act and the rules and regulations thereunder.

This Agreement may be terminated with respect to the Fund at any time,
without the payment of any penalty, by the vote of a majority of the
outstanding voting securities of the Fund or by the Corporation's Board of
Directors on 60 days' written notice to you, or by you on 60 days' written
notice to the Corporation. This Agreement shall terminate automatically in
the event of its assignment.

10. Amendment of this Agreement. No provision of this Agreement may
be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against whom enforcement of the
change, waiver, discharge or termination is sought, and no amendment of
this Agreement shall be effective until approved by the vote of a majority
of the outstanding voting securities of the Fund and by the Corporation's
Board of Directors, including a majority of the Directors who are not
parties to this Agreement or interested persons of any party to this
Agreement, cast in person at a meeting called for the purpose of voting on
such approval.

11. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

In interpreting the provisions of this Agreement, the definitions
contained in Section 2(a) of the 1940 Act (particularly the definitions of
"affiliated person," "assignment" and "majority of the outstanding voting
securities"), as from time to time amended, shall be applied, subject,
however, to such exemptions as may be granted by the SEC by any rule,
regulation or order.

This Agreement shall be construed in accordance with the laws of the
State of Maryland, provided that nothing herein shall be construed in a
manner inconsistent with the 1940 Act, or in a manner which would cause the
Fund to fail to comply with the requirements of Subchapter M of the Code.

If you are in agreement with the foregoing, please execute the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Corporation, whereupon this letter shall become a
binding contract effective as of the date of this Agreement.

Yours very truly,
SCUDDER INTERNATIONAL FUND, INC.,
on behalf of Scudder Greater Europe Growth Fund

By: /s/Nicholas Bratt
President

The foregoing Agreement is hereby accepted as of the date thereof.

SCUDDER, STEVENS & CLARK, INC.

By: /s/David S. Lee
Managing Director

EXHIBIT 8(a)(4)

AGREEMENT BETWEEN

BROWN BROTHERS HARRIMAN & CO.

AND

SCUDDER GREATER EUROPE GROWTH FUND

TABLE OF CONTENTS

1. Employment of Custodian 1
2. Powers and Duties of the Custodian with respect to Property 2
of the Fund held by the Custodian in the U. S.
A. Safekeeping 2
B. Manner of Holding Securities 2
C. Registered Name; Nominee 2
D. Purchases 2
E. Exchanges 3
F. Sale of Securities 4
G. Depositary Receipts 4
H. Exercise of Rights; Tender Offers 5
I. Stock Dividends, Rights, Etc 5
J. Options 5
K. Futures Contracts 6
L. Borrowings 7
M. Demand Deposit Bank Accounts 7
N. Interest Bearing Call or Time Deposits 8
O. Foreign Exchange Transactions 9
P. Stock Loans 9
Q. Collections 10
R. Dividends, Distributions and Redemptions 10
S. Proxies, Notices, etc 11
T. Bills 12
U. Nondiscretionary Details 12
V. Deposit of Fund Assets in Securities Systems 12
W. Other Transfers 15
X. Investment Limitations 16
Y. Proper Instructions 16
Z. Segregated Account 17
AA. Disbursements 18
AB. Corporate Actions 19
3. Powers and Duties of the Custodian with Respect to the 19
Appointment of Subcustodians Outside the U. S.
4. Assistance by Custodian as to Certain Matters 24
5. Duties of the Custodian with Respect to Records 24
A. Records 24
B. Reports 24
C. Access to Records 25
D. Opinion of Fund's Independent Certified Public 25
Accountants
E. Reports of Custodian's Independent Certified Public 25
Accountants
6. Standard of Care and Related Matters 26
A. Liability of the Custodian with Respect to Proper 26
Instructions; Evidence of Authority; Etc
B. Liability of the Custodian with Respect to Use of 27
Securities System
C. Standard of Care; Liability; Indemnification 28
D. Reimbursement of Advances 29
E. Appointment of Agents 29
F. Powers of Attorney 29
7. Compensation of the Custodian 30
8. Termination; Successor Custodian 30
9. Amendment 31
10. Governing Law 31
11. Notices 31
12. Binding Effect 32
13. Counterparts 32

CUSTODIAN AGREEMENT

AGREEMENT made this 10th day of October, 1994, between SCUDDER GREATER
EUROPE GROWTH FUND (the "Fund") and Brown Brothers Harriman & Co. (the
"Custodian").

WITNESSETH: That in consideration of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:

1. The Fund hereby employs and appoints the Custodian as a custodian
for the term and subject to the provisions of this Agreement. The Fund
agrees to deliver to the Custodian all securities and cash owned by it, and
all payments of income, payments of principal or capital distributions
received by it with respect to all securities owned by the Fund from time
to time, and the cash consideration received by it for such new or treasury
shares of capital stock of the Fund as may be issued or sold from time to
time.

The Custodian shall not be under any duty or obligation to require the
Fund to deliver to it any securities or funds owned by the Fund and shall
have no responsibility or liability for or on account of securities or
funds not so delivered. The Fund will deposit with the Custodian copies of
the Certificate of Incorporation and By-Laws (or comparable documents) of
the Fund and all amendments thereto, and copies of such votes and other
proceedings of the Fund as may be necessary for or convenient to the
Custodian in the performance of its duties.

It is understood that as used in this Agreement, the term "securities"
shall include futures contracts and options.

2. Except for securities and funds held by subcustodians appointed
pursuant to the provisions of Section 3 hereof, the Custodian shall have
and perform the following powers and duties:

A. Safekeeping - To keep safely the securities of the Fund that have
been delivered to the Custodian and from time to time to receive delivery
of securities for safekeeping.

B. Manner of Holding Securities - To hold securities of the Fund (1)
by physical possession of the share certificates or other instruments
representing such securities in registered or bearer form or of the
broker's receipts or confirmations for futures contracts, options and
similar securities, or (2) in book-entry form by a Securities System (as
said term is defined in Section 2V).

C. Registered Name; Nominee - To hold registered securities of the
Fund (1) in the name or any nominee name of the Custodian or the Fund, or
in the name or any nominee name of any agent appointed pursuant to Section
6E, or (2) in street certificate form, so-called, and in any case with or
without any indication of fiduciary capacity.

D. Purchases - Upon receipt of proper instructions, as defined in
Section 2Y, insofar as funds are available for the purpose, to pay for and
receive securities purchased for the account of the Fund, payment being
made only upon receipt of the securities; provided, however, that the
Custodian may make payment, which may be prior to receipt of securities,
and may accept delivery of securities, including the form of securities
received, in accordance with governmental regulations, the rules of
Securities Systems or other U.S. securities depositories and clearing
agencies, or generally accepted trade practice in the applicable U.S.
market. Receipt of securities on behalf of the Fund shall be by the
Custodian or a Subcustodian or by credit to an account which one of them
may have with a bank, Securities System, other U.S. securities depositary
or clearing agency, or other financial institution approved by the Fund.

E. Exchanges - Upon receipt of proper instructions, to exchange
securities held by it for the account of the Fund for other securities in
connection with any reorganization, recapitalization, split up of shares,
change of par value, conversion or other event, and to deposit any such
securities in accordance with the terms of any reorganization or protective
plan. Without such instructions, the Custodian may surrender securities in
temporary form for definitive securities, may surrender securities for
transfer into a name or nominee name as permitted in Section 2C, and may
surrender securities for a different number of certificates or instruments
representing the same number of shares or same principal amount of
indebtedness, provided the securities to be issued are to be delivered to
the Custodian.

F. Sales of Securities - Upon receipt of proper instructions, to
make delivery of securities which have been sold for the account of the
Fund but only against payment therefor; provided, however, that the
Custodian may make delivery, which may be prior to receipt of payment, and
may accept payment, including the form of payment received, in accordance
with governmental regulations, the rules of Securities Systems or other
U.S. securities depositories and clearing agencies, or generally accepted
trade practice in the applicable U.S. market. Receipt of payment on behalf
of the Fund shall be by the Custodian or a Subcustodian or by credit to an
account which one of them may have with a bank, Securities System, other
U.S. securities depositary or clearing agency, or other financial
institution approved by the Fund.

G. Depositary Receipts - Upon receipt of proper instructions, to
instruct a subcustodian appointed pursuant to Section 3 hereof (a
"Subcustodian") or an agent of the Custodian appointed pursuant to Section
6E hereof (an "Agent") to surrender securities to the depositary used by an
issuer of American Depositary Receipts or International Depositary Receipts
(hereinafter collectively referred to as "ADRs") for such securities
against a written receipt therefor adequately describing such securities
and written evidence satisfactory to the Subcustodian or Agent that the
depositary has acknowledged receipt of instructions to issue with respect
to such securities ADRs in the name of the Custodian, or a nominee of the
Custodian, for delivery to the Custodian in Boston, Massachusetts, or at
such other place as the Custodian may from time to time designate.

Upon receipt of proper instructions to surrender ADRs to the issuer
thereof against a written receipt therefor adequately describing the ADRs
surrendered and written evidence satisfactory to the Custodian that the
issuer of the ADRs has acknowledged receipt of instructions to cause its
depositary to deliver the securities underlying such ADRs to a Subcustodian
or an Agent.

H. Exercise of Rights; Tender Offers - Upon receipt of proper
instructions, to deliver to the issuer or Director thereof, or to the agent
of either, warrants, puts, calls, futures contracts, options, rights or
similar securities for the purpose of being exercised or sold, provided
that the new securities and cash, if any, acquired by such action are to be
delivered to the Custodian, and, upon receipt of proper instructions, to
deposit securities upon invitations for tenders of securities, provided
that the consideration is to be paid or delivered or the tendered
securities are to be returned to the Custodian.

I. Stock Dividends, Rights, Etc. - To receive and collect all stock
dividends, rights and other items of like nature; and to deal with the same
pursuant to proper instructions relative thereto.

J. Options - Upon receipt of proper instructions, to receive and
retain confirmations or other documents evidencing the purchase or writing
of an option on a security or securities index by the Fund; to deposit and
maintain in a segregated account, either physically or by book-entry in a
Securities System, securities subject to a covered call option written by
the Fund; and to release and/or transfer such securities or other assets
only in accordance with a notice or other communication evidencing the
expiration, termination or exercise of such covered option furnished by The
Options Clearing Corporation, the securities or options exchange on which
such covered option is traded or such other organization as may be
responsible for handling such options transactions.

K. Futures Contracts - Upon receipt of proper instructions, to
receive and retain confirmations evidencing the purchase or sale of a
futures contract or an option on a futures contract by the Fund; to deposit
and maintain in a segregated account, for the benefit of any futures
commission merchant, assets designated by the Fund as initial, maintenance
or variation "margin" deposits intended to secure the Fund's performance of
its obligations under any futures contracts purchased or sold or any
options on futures contracts written by the Fund, in accordance with the
provisions of any agreement or agreements among any of the Fund, the
Custodian and such futures commission merchant, designed to comply with the
rules of the Commodity Futures Trading Commission and/or any Contract
Market, or any similar organization or organizations, regarding such margin
deposits; and to release and/or transfer assets in such margin accounts
only in accordance with any such agreements or rules.

L. Borrowings - Upon receipt of proper instructions, to deliver
securities of the Fund to lenders or their agents as collateral for
borrowings effected by the Fund, but only against receipt of the amounts
borrowed, provided that if such collateral is held in book-entry form by a
Securities System (as defined in Section 2V), such collateral may be
transferred by book-entry to such lender or its agent against receipt by
the Custodian of an undertaking by such lender to pay such borrowed money
to or upon the Custodian's order on the next business day following such
transfer of collateral.

M. Demand Deposit Bank Accounts - To open and operate an account or
accounts in the name of the Fund on the Custodian's books subject only to
draft or order by the Custodian. All funds received by the Custodian from
or for the account of the Fund shall be deposited in said account(s). The
responsibilities of the Custodian to the Fund for deposits accepted on the
Custodian's books shall be that of a U. S. bank for a similar deposit.

If and when authorized by proper instructions, the Custodian may open
and operate an additional account(s) in such other banks or trust companies
as may be designated by the Fund in such instructions (any such bank or
trust company so designated by the Fund being referred to hereafter as a
"Banking Institution"), provided that such account(s) shall be in the name
of the Custodian for account of the Fund and subject only to the
Custodian's draft or order. Such accounts may be opened with Banking
Institutions in the United States and in other countries and may be
denominated in either U. S. Dollars or other currencies as the Fund may
determine. All such deposits shall be deemed to be portfolio securities of
the Fund and accordingly the responsibility of the Custodian therefor shall
be the same as and no greater than the Custodian's responsibility in
respect of other portfolio securities of the Fund.

N. Interest Bearing Call or Time Deposits - To place interest bearing
fixed term and call deposits with such banks and in such amounts as the
Fund may authorize pursuant to proper instructions. Such deposits may be
placed with the Custodian or with Subcustodians or other Banking
Institutions as the Fund may determine. Deposits may be denominated in U.
S. Dollars or other currencies and need not be evidenced by the issuance or
delivery of a certificate to the Custodian, provided that the Custodian
shall include in its records with respect to the assets of the Fund,
appropriate notation as to the amount and currency of each such deposit,
the accepting Banking Institution, and other appropriate details. Such
deposits, other than those placed with the Custodian, shall be deemed
portfolio securities of the Fund and the responsibilities of the Custodian
therefor shall be the same as those for demand deposit bank accounts placed
with other banks, as described in the second paragraph of Section 2M of
this Agreement. The responsibility of the Custodian for such deposits
accepted on the Custodian's books shall be that of a U. S. bank for a
similar deposit.

O. Foreign Exchange Transactions - Pursuant to proper instructions,
to enter into foreign exchange contracts to purchase and sell foreign
currencies for spot and future delivery on behalf and for the account of
the Fund, and in connection therewith to receive and retain receipts,
confirmations or other documents evidencing such contracts and to deposit
and maintain cash or designated securities in a segregated account and to
release and/or transfer assets held in such account only in accordance with
such proper instructions. Such transactions may be undertaken by the
Custodian with such Banking Institutions, including the Custodian and
Subcustodian(s) as principals, as approved and authorized by the Fund.
Foreign exchange contracts, other than those executed with the Custodian,
shall be deemed to be portfolio securities of the Fund and the
responsibilities of the Custodian therefor shall be the same as those for
demand deposit bank accounts placed with other banks as described in the
second paragraph of Section 2M of this Agreement.

P. Stock Loans - Upon receipt of proper instructions, to deliver
securities of the Fund, in connection with loans of securities by the Fund,
to the borrower thereof but only against receipt of such collateral as the
Fund shall instruct; except that in connection with any loans for which
collateral is to be credited to the Custodian's Account in a book-entry
system referred to in Section 2V(ii) hereof, the Custodian may deliver
securities prior to the credit of such collateral, provided that the
Custodian shall promptly notify the Fund if such collateral is not
credited.

Q. Collections - (i) To collect and receive all income, payments of
principal and other payments with respect to the securities held hereunder,
and in connection therewith to deliver the certificates or other
instruments representing the securities to the issuer thereof or its agent
when securities are called, redeemed, retired, mature or otherwise become
payable; provided that the payment is to be made in such form and at such
time as is in accordance with the terms of the agreement relating to the
security, or such proper instructions as the Custodian may receive, or
governmental regulations, the rules of Securities Systems or other U.S.
securities depositories and clearing agencies, or generally accepted trade
practice in the applicable U.S. market; (ii) to execute ownership and other
certificates and affidavits for all federal and state tax purposes in
connection with receipt of income, principal or other payments with respect
to securities of the Fund or in connection with transfer of securities; and
(iii) pursuant to proper instructions to take such other actions with
respect to the collection or receipt of funds or transfer of securities
which involve an investment decision.

R. Dividends, Distributions and Redemptions - Upon receipt of proper
instructions from the Fund, or upon receipt of instructions from the Fund's
shareholder servicing agent or agent with comparable duties (the
"Shareholder Servicing Agent") (given by such person or persons and in such
manner on behalf of the Shareholder Servicing Agent as the Fund shall have
authorized), the Custodian shall release funds or securities to the
Shareholder Servicing Agent or otherwise apply funds or securities, insofar
as available, for the payment of dividends or other distributions to Fund
shareholders. Upon receipt of proper instructions from the Fund, or upon
receipt of instructions from the Shareholder Servicing Agent (given by such
person or persons and in such manner on behalf of the Shareholder Servicing
Agent as the Fund shall have authorized), the Custodian shall release funds
or securities, insofar as available, to the Shareholder Servicing Agent or
as such Agent shall otherwise instruct for payment to the Fund shareholders
who have delivered to such Agent a request for repurchase or redemption of
their shares of capital stock of the Fund.

S. Proxies, Notices, Etc. - Promptly to deliver or mail to the Fund
all forms of proxies and all notices of meetings and any other notices or
announcements affecting or relating to securities owned by the Fund that
are received by the Custodian, and upon receipt of proper instructions, to
execute and deliver or cause its nominee to execute and deliver such
proxies or other authorizations as may be required. Neither the Custodian
nor its nominee shall vote upon any of such securities or execute any proxy
to vote thereon or give any consent or take any other action with respect
thereto (except as otherwise herein provided) unless ordered to do so by
proper instructions.

T. Bills - Upon receipt of proper instructions, to pay or cause to be
paid, insofar as funds are available for the purpose, bills, statements, or
other obligations of the Fund.

U. Nondiscretionary Details - Without the necessity of express
authorization from the Fund (1) to attend to all nondiscretionary details
in connection with the sale, exchange, substitution, purchase, transfer or
other dealings with securities, funds or other property of the Fund held by
the Custodian except as otherwise directed from time to time by the Board
of Directors of the Fund, and (2) to make payments to itself or others for
minor expenses of handling securities or other similar items relating to
the Custodian's duties under this Agreement, provided that all such
payments shall be accounted for to the Fund.

V. Deposit of Fund Assets in Securities Systems - The Custodian may
deposit and/or maintain securities owned by the Fund in (i) The Depository
Trust Company, (ii) any book-entry system as provided in Subpart O of
Treasury Circular No. 300, 31 CFR 306, Subpart B of 31 CRF Part 350, or the
book-entry regulations of federal agencies substantially in the form of
Subpart O, or (iii) any other domestic clearing agency registered with the
Securities and Exchange Commission under Section 17A of the Securities
Exchange Act of 1934 which acts as a securities depository and whose use
the Fund has previously approved in writing (each of the foregoing being
referred to in this Agreement as a "Securities System"). Utilization of a
Securities System shall be in accordance with applicable Federal Reserve
Board and Securities and Exchange Commission rules and regulations, if any,
and subject to the following provisions:

(1) The Custodian may deposit and/or maintain Fund securities, either
directly or through one or more Agents appointed by the Custodian
(provided that any such Agent shall be qualified to act as a
custodian of the Fund pursuant to the Investment Company Act of
1940 and the rules and regulations thereunder), in a Securities
System provided that such securities are represented in an
account ("Account") of the Custodian or such Agent in the
Securities System which shall not include any assets of the
Custodian or Agent other than assets held as a fiduciary,
custodian, or otherwise for customers;

(2) The records of the Custodian with respect to securities of the
Fund which are maintained in a Securities System shall identify
by book-entry those securities belonging to the Fund;

(3) The Custodian shall pay for securities purchased for the account
of the Fund upon (i) receipt of advice from the Securities System
that such securities have been transferred to the Account, and
(ii) the making of an entry on the records of the Custodian to
reflect such payment and transfer for the account of the Fund.
The Custodian shall transfer securities sold for the account of
the Fund upon (i) receipt of advice from the Securities System
that payment for such securities has been transferred to the
Account, and (ii) the making of an entry on the records of the
Custodian to reflect such transfer and payment for the account of
the Fund. Copies of all advices from the Securities System of
transfers of securities for the account of the Fund shall
identify the Fund, be maintained for the Fund by the Custodian or
an Agent as referred to above, and be provided to the Fund at its
request. The Custodian shall furnish the Fund confirmation of
each transfer to or from the account of the Fund in the form of a
written advice or notice and shall furnish to the Fund copies of
daily transaction sheets reflecting each day's transactions in
the Securities System for the account of the Fund on the next
business day;

(4) The Custodian shall provide the Fund with any report obtained by
the Custodian or any Agent as referred to above on the Securities
System's accounting system, internal accounting control and
procedures for safeguarding securities deposited in the
Securities System; and the Custodian and such Agents shall send
to the Fund such reports on their own systems of internal
accounting control as the Fund may reasonably request from time
to time.

(5) At the written request of the Fund, the Custodian will terminate
the use of any such Securities System on behalf of the Fund as
promptly as practicable.

W. Other Transfers - To deliver securities, funds and other property
of the Fund to a Subcustodian or another custodian of the Fund; and, upon
receipt of proper instructions, to make such other disposition of
securities, funds or other property of the Fund in a manner other than or
for purposes other than as enumerated elsewhere in this Agreement, provided
that the instructions relating to such disposition shall include a
statement of the purpose for which the delivery is to be made, the amount
of securities to be delivered and the name of the person or persons to whom
delivery is to be made.

X. Investment Limitations - In performing its duties generally, and
more particularly in connection with the purchase, sale and exchange of
securities made by or for the Fund, the Custodian may assume unless and
until notified in writing to the contrary that proper instructions received
by it are not in conflict with or in any way contrary to any provisions of
the Fund's Certificate of Incorporation or By-Laws (or comparable
documents) or votes or proceedings of the shareholders or Directors of the
Fund. The Custodian shall in no event be liable to the Fund and shall be
indemnified by the Fund for any violation of any investment limitations to
which the Fund is subject or other limitations with respect to the Fund's
powers to make expenditures, encumber securities, borrow or take similar
actions affecting its portfolio.

Y. Proper Instructions - Proper instructions shall mean a tested
telex from the Fund or a written request, direction, instruction or
certification signed or initialled on behalf of the Fund by one or more
person or persons as the Board of Directors of the Fund shall have from
time to time authorized, provided, however, that no such instructions
directing the delivery of securities or the payment of funds to an
authorized signatory of the Fund shall be signed by such person. Those
persons authorized to give proper instructions may be identified by the
Board of Directors by name, title or position and will include at least one
officer empowered by the Board to name other individuals who are authorized
to give proper instructions on behalf of the Fund. Telephonic or other oral
instructions given by any one of the above persons will be considered
proper instructions if the Custodian reasonably believes them to have been
given by a person authorized to give such instructions with respect to the
transaction involved. Oral instructions will be confirmed by tested telex
or in writing in the manner set forth above but the lack of such
confirmation shall in no way affect any action taken by the Custodian in
reliance upon such oral instructions. Proper instructions may relate to
specific transactions or to types or classes of transactions, and may be in
the form of standing instructions.

Proper instructions may include communications effected directly
between electro-mechanical or electronic devices or systems, in addition to
tested telex, provided that the Fund and the Custodian agree in writing to
the use of such device or system.

Z. Segregated Account - The Custodian shall upon receipt of Proper
Instructions establish and maintain on its books a segregated account or
accounts for and on behalf of the Fund, into which account or accounts may
be transferred cash and/or securities of the Fund, including securities
maintained by the Custodian pursuant to Section 2V hereof, (i) in
accordance with the provisions of any agreement among the Fund, the
Custodian and a broker-dealer registered under the Securities Exchange Act
of 1934 and a member of the National Association of Securities Dealers,
Inc. (or any futures commission merchant registered under the Commodity
Exchange Act) relating to compliance with the rules of the Options Clearing
Corporation and of any registered national securities exchange (or the
Commodity Futures Trading Commission or any registered contract market), or
any similar organization or organizations, regarding escrow or other
arrangements in connection with transactions by the Fund, (ii) for purposes
of segregating cash or securities in connection with options purchased,
sold or written by the Fund or commodity futures contracts or options
thereon purchased or sold by the Fund, (iii) for the purposes of compliance
by the Fund with the procedures required by Investment Company Act Release
No. 10666, or any subsequent release or releases of the Securities and
Exchange Commission relating to the maintenance of segregated accounts by
registered investment companies, and (iv) as mutually agreed from time to
time between the Fund and the Custodian.

AA. Disbursements - Upon receipt of proper instructions, the
Custodian shall pay or cause to be paid, insofar as funds are available for
the purpose, bills, statements and other obligations of the Fund (including
but not limited to interest charges, taxes, advisory fees, compensation of
Fund officers and employees, and other operating expenses of the Fund).

AB. Corporate Actions - The Custodian shall notify the Fund on or
before ex-date (or if later, within 24 hours after receipt by the Custodian
of the notice of such corporate action) of all corporate actions affecting
portfolio securities of the Fund. Information as to corporate actions shall
include information as to dividends, distributions, stock splits, stock
dividends, rights offerings, conversions, exchanges, recapitalizations,
mergers, redemptions, calls, maturity dates and similar transactions,
including ex-, record and pay dates and the amounts or other terms thereof.

3. Securities, funds and other property of the Fund may be held by
subcustodians appointed pursuant to the provisions of this Section 3 (a
"Subcustodian"). The Custodian may, at any time and from time to time,
appoint any bank or trust company (meeting the requirements of a custodian
or a foreign custodian under the Investment Company Act of 1940 and the
rules and regulations thereunder) to act as a Subcustodian for the Fund,
provided that the Fund shall have approved in writing (1) any such bank or
trust company and the subcustodian agreement to be entered into between
such bank or trust company and the Custodian, and (2) the Subcustodian's
offices or branches at which the Subcustodian is authorized to hold
securities, cash and other property of the Fund. Upon such approval by the
Fund, the Custodian is authorized on behalf of the Fund to notify each
Subcustodian of its appointment as such. The Custodian may, at any time in
its discretion, remove any bank or trust company that has been appointed as
a Subcustodian.

Those Subcustodians, their offices or branches which the Fund has
approved to date are set forth on Appendix A hereto. Such Appendix shall
be amended from time to time as Subcustodians, branches or offices are
changed, added or deleted. The Fund shall be responsible for informing the
Custodian sufficiently in advance of a proposed investment which is to be
held at a location not listed on Appendix A, in order that there shall be
sufficient time for the Fund to give the approval required by the preceding
paragraph and for the Custodian to put the appropriate arrangements in
place with such Subcustodian pursuant to such subcustodian agreement.

If the Fund shall have invested in a security to be held in a location
before the foregoing procedures have been completed, such security shall be
held by such agent as the Custodian may appoint unless and until the Fund
shall instruct the Custodian to move the security into the possession of
the Custodian or a Subcustodian. In any event, the Custodian shall be
liable to the Fund for the actions of such agent if and only to the extent
the Custodian shall have recovered from such agent for any damages caused
the Fund by such agent.

With respect to the securities and funds held by a Subcustodian,
either directly or indirectly, including demand and interest bearing
deposits, currencies or other deposits and foreign exchange contracts as
referred to in Sections 2M, 2N or 2O, the Custodian shall be liable to the
Fund if and only to the extent that such Subcustodian is liable to the
Custodian and the Custodian recovers under the applicable subcustodian
agreement. The Custodian shall nevertheless be liable to the Fund for its
own negligence in transmitting any instructions received by it from the
Fund and for its own negligence in connection with the delivery of any
securities or funds held by it to any such Subcustodian.

In the event that any Subcustodian appointed pursuant to the
provisions of this Section 3 fails to perform any of its obligations under
the terms and conditions of the applicable subcustodian agreement, the
Custodian shall use its best efforts to cause such Subcustodian to perform
such obligations. In the event that the Custodian is unable to cause such
Subcustodian to perform fully its obligations thereunder, the Custodian
shall forthwith upon the Fund's request terminate such Subcustodian and, if
necessary or desirable, appoint another subcustodian in accordance with the
provisions of this Section 3. At the election of the Fund, it shall have
the right to enforce, to the extent permitted by the subcustodian agreement
and applicable law, the Custodian's rights against any such Subcustodian
for loss or damage caused the Fund by such Subcustodian.

At the written request of the Fund, the Custodian will terminate any
Subcustodian appointed pursuant to the provisions of this Section 3 in
accordance with the termination provisions under the applicable
subcustodian agreement. The Custodian will not amend any subcustodian
agreement or agree to change or permit any changes thereunder except upon
the prior written approval of the Fund.

In the event the Custodian intends to make any payment to a
Subcustodian under the indemnification provisions of any subcustodian
agreement, the Custodian shall give the Fund written notice of such
intention no less than thirty (30) days prior to the date such payment is
to be made. The Fund shall be obligated promptly to reimburse the
Custodian the amount of such payment, unless the Fund shall, within thirty
(30) days of receipt of the Custodian's notice, object in writing to such
payment to the Subcustodian or to reimbursement of the Custodian (i)
because the fund disputes the right of the Subcustodian to be so
indemnified or (ii) because the Fund believes that the Custodian was or
might have been responsible by reason of the Custodian's negligence or
misconduct for the event or occurance giving rise to the Subcustodian's
demand for indemnification. In the event the Fund, at the direction of its
Board of Directors or any Executive Committee thereof, shall give written
notice of such objection and the reasons therefor, the Custodian may
nevertheless make such payment to the Subcustodian, but without prejudice
to the Fund's right to refuse to reimburse the Custodian if the Fund's
objection under clause (i) or (ii) above shall be upheld in an appropriate
judicial or other proceeding; or in the alternative, the Custodian may
refuse to pay the indemnification demanded by the Subcustodian and the
Custodian shall in such event defend against any judicial or other
proceeding brought against the Custodian by the Subcustodian to obtain such
indemnification. Such defense shall be conducted by counsel reasonably
satisfactory to both the Fund and the Custodian. The Fund shall be
entitled to participate in any such proceeding with separate counsel of its
own choice if it believes its position might otherwise be compromised and,
if the Fund or the Custodian believes there may be a conflict in the
respective positions of the Fund and the Custodian, then each may retain
separate counsel of its own choice. The Fund shall bear the costs and
expenses of defending against the Subcustodian's claim, and the Fund shall
indemnify the Custodian and hold it harmless from all claims, liabilities,
judgments, costs and expenses (including counsel fees) and settlements of
such claim (provided that such settlement shall have been effected with the
Fund's written consent) incurred or assesssed against the Custodian.
Notwithstanding the foregoing, if it shall be determined in an appropriate
proceeding, including in a proceeding as aforesaid brought by the
Subcustodian, that, although the Subcustodian was entitled to
indemnification the Custodian was not entitled to reimbursement by the Fund
because the Custodian was responsible by reason of its negligence or
misconduct for the occurance or event giving rise to the Subcustodian's
right to indemnification, then in such event the Fund shall not be
obligated to indemnify the Custodian as aforesaid and the Custodian shall
reimburse the Fund for any amounts paid by the Fund to Custodian in respect
of the costs and expenses of defending against the Subcustodian's claim.

4. The Custodian may assist generally in the preparation of reports
to Fund shareholders, regulatory authorities and others, audits of
accounts, and other ministerial matters of like nature.

5. The Custodian shall have and perform the following recordkeeping
duties:

A. Records - To create, maintain and retain such records relating to
its activities and obligations under this Agreement as are required under
the Investment Company Act of 1940 and the rules and regulations thereunder
(including Section 31 thereof and Rules 31a-1 and 31a-2 thereunder) and
under applicable Federal and State tax laws and administrative regulations.
All such records will be the property of the Fund and in the event of
termination of this Agreement shall be delivered to the successor
custodian.

B. Reports - To keep such records as required in Section 5A and
render interim statements, or copies thereof, from time to time as
reasonably requested; moreover, the Custodian shall provide the Fund with
written reports which permit the Fund to verify that portfolio transactions
have been recorded in accordance with the Fund's instructions.

C. Access to Records - Subject to security requirements of the
Custodian applicable to its own employees having access to similar records
within the Custodian and such regulations as may be reasonably imposed by
the Custodian, the books and records maintained by the Custodian pursuant
to Sections 5A and 5B shall be open to inspection and audit at reasonable
times by officers of, attorneys for, and auditors employed by, the Fund.

D. Opinion of the Fund's Independent Certified Public Accountants -
The Custodian shall take all reasonable action as the Fund may request to
obtain from year to year favorable opinions from the Fund's independent
certified public accountants with respect to the Custodian's activities
hereunder in connection with the preparation of any periodic reports to or
filings with the SEC and with respect to other requirements of the SEC.

E. Reports of the Custodians's Independent Certified Public
Accountants - At the request of the Fund, the Custodian shall deliver to
the Fund a written report prepared by the Custodian's independent certified
public accountants with respect to the services provided by the Custodian
under this Agreement, including, without limitation, the Custodian's
accounting system, internal accounting controls and procedures for
safeguarding cash, securities and other assets, including cash, securities
and other assets deposited and/or maintained in a Securities System or with
a Subcustodian. Such report shall be of sufficient scope and in sufficient
detail as may reasonably be required by the Fund and as may reasonably be
obtained by the Custodian.

6. A. The Custodian shall not be liable for any action taken or
omitted in reliance upon proper instructions reasonably believed by it to
be genuine or upon any other written notice, request, direction,
instruction, certificate or other instrument reasonably believed by it to
be genuine and signed by the proper party or parties.

The Secretary or Assistant Secretary of the Fund shall certify to the
custodian the names, signatures and scope of authority of all persons
authorized to give proper instructions or any other such notice, request,
direction, instructions, certificate or instrument on behalf of the Fund,
the names and signatures of the officers of the Fund, the name and address
of the Shareholder Servicing Agent, and any resolutions, votes,
instructions or directions of the Fund's Board of Directors or
shareholders. Such certificate may be accepted and relied upon by the
Custodian as conclusive evidence of the facts set forth therein and may be
considered in full force and effect until receipt of a similar certificate
to the contrary.

So long as and to the extent that it is in the exercise of reasonable
care, the Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Agreement.

The Custodian shall be entitled to receive and act upon the advice of
(i) counsel regularly retained by the Custodian in respect of custodian
matters, (ii) counsel of the Fund, or (iii) such other counsel as the Fund
and the Custodian may agree upon, with respect to all matters, and the
Custodian shall be without liability for any action reasonably taken or
omitted pursuant to such advice; provided that with respect to the
performance of any action or omission of any action upon such advice, the
Custodian shall be required to conform to the standards of care set forth
in this Agreement.

B. With respect to the portfolio securities, cash and other property
of the Fund held by a Securities System, the Custodian shall be liable to
the Fund for any loss or damage to the Fund resulting from use of the
Securities System if caused by any negligence, misfeasance or misconduct of
the Custodian or any of its agents or of any of its or their employees or
from any failure of the Custodian or any such agent to enforce effectively
such rights as it may have against the Securities System. At the election
of the Fund, it shall be entitled to be subrogated to the rights of the
Custodian with respect to any claim against the Securities System or any
other person which the Custodian may have as a consequence of any such loss
or damage if and to the extent that the Fund has not been made whole for
any such loss or damage. The Custodian shall be subject to the same
responsibility with respect to all securities of the Fund, and all cash,
stock dividends, rights and items of like nature to which the Fund is
entitled, held or received by such Securities System, as if the same where
held or received by the Custodian at its own office.

C. Except as may otherwise be set forth in this Agreement with
respect to particular matters, the Custodian shall be held only to the
exercise of reasonable care and diligence in carrying out the provisions of
this Agreement, provided that the Custodian shall not thereby be required
to take any action which is in contravention of any applicable law. The
Fund agrees to indemnify and hold harmless the Custodian and its nominees
from all claims and liabilities (including counsel fees) incurred or
assessed against it or its nominees in connection with the performance of
this Agreement, except such as may arise from its or its nominee's breach
of the relevant standard of conduct set forth in this Agreement. Without
limiting the foregoing indemnification obligation of the Fund, the Fund
agrees to indemnify the Custodian and its nominees against any liability
the Custodian or such nominee may incur by reason of taxes assessed to the
Custodian or such nominee or other costs, liability or expense incurred by
the Custodian or such nominee resulting directly or indirectly from the
fact that portfolio securities or other property of the Fund are registered
in the name of the Custodian or such nominee.

It is also understood that the Custodian shall not be liable for any
loss involving any securities, currencies, deposits or other property of
the Fund, whether maintained by it, a Subcustodian, an agent of the
Custodian or a Subcustodian, a Securities System or a Banking Institution,
or a loss arising from a foreign currency transaction or contract,
resulting from a Sovereign Risk. A "Sovereign Risk" shall mean
nationalization, expropriation, devaluation, revaluation, confiscation,
seizure, cancellation, destruction or similar action by any governmental
authority, de facto or de jure; or enactment, promulgation, imposition or
enforcement by any such governmental authority of currency restrictions,
exchange controls, taxes, levies or other charges affecting the Fund's
property; or acts of war, terrorism, insurrection or revolution; or any
other similar act or event beyond the Custodian's control.

D. The Custodian shall be entitled to receive reimbursement from the
Fund on demand, in the manner provided in Section 7, for its cash
disbursements, expenses and charges including the fees and expenses of any
Subcustodian or any Agent) in connection with this Agreement, but excluding
salaries and usual overhead expenses.

E. The Custodian may at any time or times in its discretion appoint
(and may at any time remove) any other bank or trust company as its agent
(an "Agent") to carry out such of the provisions of this Agreement as the
Custodian may from time to time direct, provided, however, that the
appointment of such Agent (other than an Agent appointed pursuant to the
third paragraph of Section 3) shall not relieve the Custodian of any of its
responsibilities under this Agreement.

F. Upon request, the Fund shall deliver to the Custodian such
proxies, power of attorney or other instruments as may be reasonable and
necessary or desirable in connection with the performance by the Custodian
or any Subcustodian of their respective obligations under this Agreement or
any applicable subcustodian agreement.

7. The Fund shall pay the Custodian a custody fee based on such fee
schedule as may from time to time be agreed upon in writing by the
Custodian and the Fund. Such fee, together with all amounts for which the
Custodian is to be reimbursed in accordance with Section 6D, shall be
billed to the Fund in such a manner as to permit payment either by a direct
cash payment to the Custodian or by placing Fund portfolio transactions
with the Custodian resulting in an agreed upon amount of commissions being
paid to the Custodian within an agreed upon period of time.

8. This Agreement shall continue in full force and effect until
terminated by either party by an instrument in writing delivered or mailed,
postage prepaid, to the other party, such termination to take effect not
sooner than sixty (60) days after the date of such delivery or mailing. In
the event of termination the Custodian shall be entitled to receive prior
to delivery of the securities, funds and other property held by it all
accrued fees and unreimbursed expenses the payment of which is contemplated
by Sections 6D and 7, upon receipt by the Fund of a statement setting forth
such fees and expenses.

In the event of the appointment of a successor custodian, it is agreed
that the funds and securities owned by the Fund and held by the Custodian
or any Subcustodian shall be delivered to the successor custodian, and the
Custodian agrees to cooperate with the Fund in execution of documents and
performance of other actions necessary or desirable in order to substitute
the successor custodian for the Custodian under this Agreement.

9. This Agreement constitutes the entire understanding and agreement
of the parties hereto with respect to the subject matter hereof. No
provision of this Agreement may be amended or terminated except by a
statement in writing signed by the party against which enforcement of the
amendment or termination is sought.

In connection with the operation of this Agreement, the Custodian and
the Fund may agree in writing from time to time on such provisions
interpretative of or in addition to the provisions of this Agreement as may
in their joint opinion be consistent with the general tenor of this
Agreement. No interpretative or additional provisions made as provided in
the preceding sentence shall be deemed to be an amendment of this
Agreement.

10. This instrument is executed and delivered in The Commonwealth of
Massachusetts and shall be governed by and construed according to the laws
of said Commonwealth.

11. Notices and other writings delivered or mailed postage prepaid to
the fund addressed to the Fund at Two International Place, Boston,
Massachusetts 02110 or to such other address as the Fund may have
designated to the Custodian in writing, or to the Custodian at 40 Water
Street, Boston, Massachusetts 02109, Attention: Manager, Securities
Department, or to such other address as the Custodian may have designated
to the Fund in writing, shall be deemed to have been properly delivered or
given hereunder to the respective addressee.

12. This Agreement shall be binding on and shall inure to the benefit
of the Fund and the Custodian and their respective successors and assigns,
provided that neither party hereto may assign this Agreement or any of its
rights or obligations hereunder without the prior written consent of the
other party.

13. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original. This Agreement shall become
effective when one or more counterparts have been signed and delivered by
each of the parties.

IN WITNESS WHEREOF, each of the parties has caused this Agreement to
be executed in its name and behalf on the day and year first above written.

SCUDDER GREATER EUROPE
GROWTH FUND BROWN BROTHERS HARRIMAN & CO.

By per pro

Exhibit 9(e)

FUND ACCOUNTING SERVICES AGREEMENT

THIS AGREEMENT is made on the 10th day of October, 1994 between Scudder
International Fund, Inc. (the "Fund"), on behalf of Scudder Greater Europe
Growth Fund (hereinafter called the "Portfolio"), a registered open-end
management investment company with its principal place of business in New
York, New York and Scudder Fund Accounting Corporation, with its principal
place of business in Boston, Massachusetts (hereinafter called "FUND
ACCOUNTING").

WHEREAS, the Portfolio has need for certain accounting services which FUND
ACCOUNTING is willing and able to provide;

NOW THEREFORE in consideration of the mutual promises herein made, the Fund
and FUND ACCOUNTING agree as follows:

Section 1. Duties of FUND ACCOUNTING - General

FUND ACCOUNTING is authorized to act under the terms of this Agreement
as the Portfolio's fund accounting agent, and as such FUND ACCOUNTING
shall:

a. Maintain and preserve all accounts, books, financial records and
other documents as are required of the Fund under Section 31 of
the Investment Company Act of 1940 (the "1940 Act") and Rules
31a-1, 31a-2 and 31a-3 thereunder, applicable federal and state
laws and any other law or administrative rules or procedures
which may be applicable to the Fund on behalf of the Portfolio,
other than those accounts, books and financial records required
to be maintained by the Fund's custodian or transfer agent and/or
books and records maintained by all other service providers
necessary for the Fund to conduct its business as a registered
open-end management investment company. All such books and
records shall be the property of the Fund and shall at all times
during regular business hours be open for inspection by, and
shall be surrendered promptly upon request of, duly authorized
officers of the Fund. All such books and records shall at all
times during regular business hours be open for inspection, upon
request of duly authorized officers of the Fund, by employees or
agents of the Fund and employees and agents of the Securities and
Exchange Commission.
b. Record the current day's trading activity and such other proper
bookkeeping entries as are necessary for determining that day's
net asset value and net income.
c. Render statements or copies of records as from time to time are
reasonably requested by the Fund.
d. Facilitate audits of accounts by the Fund's independent public
accountants or by any other auditors employed or engaged by the
Fund or by any regulatory body with jurisdiction over the Fund.
e. Compute the Portfolio's net asset value per share, and, if
applicable, its public offering price and/or its daily dividend
rates and money market yields, in accordance with Section 3 of
the Agreement and notify the Fund and such other persons as the
Fund may reasonably request of the net asset value per share, the
public offering price and/or its daily dividend rates and money
market yields.

Section 2. Valuation of Securities

Securities shall be valued in accordance with (a) the Fund's
Registration Statement, as amended or supplemented from time to time
(hereinafter referred to as the "Registration Statement"); (b) the
resolutions of the Board of Directors of the Fund at the time in force
and applicable, as they may from time to time be delivered to FUND
ACCOUNTING, and (c) Proper Instructions from such officers of the Fund
or other persons as are from time to time authorized by the Board of
Directors of the Fund to give instructions with respect to computation
and determination of the net asset value. FUND ACCOUNTING may use one
or more external pricing services, including broker-dealers, provided
that an appropriate officer of the Fund shall have approved such use
in advance.

Section 3. Computation of Net Asset Value, Public Offering Price, Daily
Dividend Rates and Yields

FUND ACCOUNTING shall compute the Portfolio's net asset value,
including net income, in a manner consistent with the specific
provisions of the Registration Statement. Such computation shall be
made as of the time or times specified in the Registration Statement.

FUND ACCOUNTING shall compute the daily dividend rates and money
market yields, if applicable, in accordance with the methodology set
forth in the Registration Statement.

Section 4. FUND ACCOUNTING's Reliance on Instructions and Advice

In maintaining the Portfolio's books of account and making the
necessary computations FUND ACCOUNTING shall be entitled to receive,
and may rely upon, information furnished it by means of Proper
Instructions, including but not limited to:

a. The manner and amount of accrual of expenses to be recorded on
the books of the Portfolio;
b. The source of quotations to be used for such securities as may
not be available through FUND ACCOUNTING's normal pricing
services;
c. The value to be assigned to any asset for which no price
quotations are readily available;
d. If applicable, the manner of computation of the public offering
price and such other computations as may be necessary;
e. Transactions in portfolio securities;
f. Transactions in capital shares.

FUND ACCOUNTING shall be entitled to receive, and shall be entitled to
rely upon, as conclusive proof of any fact or matter required to be
ascertained by it hereunder, a certificate, letter or other instrument
signed by an authorized officer of the Fund or any other person
authorized by the Fund's Board of Directors.

FUND ACCOUNTING shall be entitled to receive and act upon advice of
Counsel (which may be Counsel for the Fund) at the reasonable expense
of the Portfolio and shall be without liability for any action taken
or thing done in good faith in reliance upon such advice.

FUND ACCOUNTING shall be entitled to receive, and may rely upon,
information received from the Transfer Agent.

Section 5. Proper Instructions

"Proper Instructions" as used herein means any certificate, letter or
other instrument or telephone call reasonably believed by FUND
ACCOUNTING to be genuine and to have been properly made or signed by
any authorized officer of the Fund or person certified to FUND
ACCOUNTING as being authorized by the Board of Directors. The Fund,
on behalf of the Portfolio, shall cause oral instructions to be
confirmed in writing. Proper Instructions may include communications
effected directly between electro-mechanical or electronic devices as
from time to time agreed to by an authorized officer of the Fund and
FUND ACCOUNTING.

The Fund, on behalf of the Portfolio, agrees to furnish to the
appropriate person(s) within FUND ACCOUNTING a copy of the
Registration Statement as in effect from time to time. FUND
ACCOUNTING may conclusively rely on the Fund's most recently delivered
Registration Statement for all purposes under this Agreement and shall
not be liable to the Portfolio or the Fund in acting in reliance
thereon.

Section 6. Standard of Care and Indemnification

FUND ACCOUNTING shall exercise reasonable care and diligence in the
performance of its duties hereunder. The Fund agrees that FUND
ACCOUNTING shall not be liable under this Agreement for any error of
judgment or mistake of law made in good faith and consistent with the
foregoing standard of care, provided that nothing in this Agreement
shall be deemed to protect or purport to protect FUND ACCOUNTING
against any liability to the Fund, the Portfolio or its shareholders
to which FUND ACCOUNTING would otherwise be subject by reason of
willful misfeasance, bad faith or negligence in the performance of its
duties, or by reason of its reckless disregard of its obligations and
duties hereunder.

The Fund agrees, on behalf of the Portfolio, to indemnify and hold
harmless FUND ACCOUNTING and its employees, agents and nominees from
all taxes, charges, expenses, assessments, claims and liabilities
(including reasonable attorneys' fees) incurred or assessed against
them in connection with the performance of this Agreement, except such
as may arise from their own negligent action, negligent failure to act
or willful misconduct. The foregoing notwithstanding, FUND ACCOUNTING
will in no event be liable for any loss resulting from the acts,
omissions, lack of financial responsibility, or failure to perform the
obligations of any person or organization designated by the Fund to be
the authorized agent of the Portfolio as a party to any transactions.

FUND ACCOUNTING's responsibility for damage or loss with respect to
the Portfolio's records arising from fire, flood, Acts of God,
military power, war, insurrection or nuclear fission, fusion or
radioactivity shall be limited to the use of FUND ACCOUNTING's best
efforts to recover the Portfolio's records determined to be lost,
missing or destroyed.

Section 7. Compensation and FUND ACCOUNTING Expenses

FUND ACCOUNTING shall be paid as compensation for its services
pursuant to this Agreement such compensation as may from time to time
be agreed upon in writing by the two parties. FUND ACCOUNTING shall
be entitled to recover its reasonable telephone, courier or delivery
service, and all other reasonable out-of-pocket, expenses as incurred,
including, without limitation, reasonable attorneys' fees and
reasonable fees for pricing services.

Section 8. Amendment and Termination

This Agreement shall continue in full force and effect until
terminated as hereinafter provided, may be amended at any time by
mutual agreement of the parties hereto and may be terminated by an
instrument in writing delivered or mailed to the other party. Such
termination shall take effect not sooner than ninety (90) days after
the date of delivery or mailing of such notice of termination. Any
termination date is to be no earlier than four months from the
effective date hereof. Upon termination, FUND ACCOUNTING will turn
over to the Fund or its designee and cease to retain in FUND
ACCOUNTING files, records of the calculations of net asset value and
all other records pertaining to its services hereunder; provided,
however, FUND ACCOUNTING in its discretion may make and retain copies
of any and all such records and documents which it determines
appropriate or for its protection.

Section 9. Services Not Exclusive

FUND ACCOUNTING's services pursuant to this Agreement are not to be
deemed to be exclusive, and it is understood that FUND ACCOUNTING may
perform fund accounting services for others. In acting under this
Agreement, FUND ACCOUNTING shall be an independent contractor and not
an agent of the Fund or the Portfolio.

Section 10. Notices

Any notice shall be sufficiently given when delivered or mailed to the
other party at the address of such party set forth below or to such
other person or at such other address as such party may from time to
time specify in writing to the other party.

If to FUND ACCOUNTING: Scudder Fund Accounting Corporation
Two International Place
Boston, Massachusetts 02110
Attn: Vice President

If to the Fund - Portfolio: Scudder International Fund, Inc.
Scudder Greater Europe Growth Fund
345 Park Avenue
New York, NY 10154
Attn: President, Secretary or Treasurer

Section 11. Miscellaneous

This Agreement may not be assigned by FUND ACCOUNTING without the
consent of the Fund as authorized or approved by resolution of its
Board of Directors.

In connection with the operation of this Agreement, the Fund and FUND
ACCOUNTING may agree from time to time on such provisions interpretive
of or in addition to the provisions of this Agreement as in their
joint opinions may be consistent with this Agreement. Any such
interpretive or additional provisions shall be in writing, signed by
both parties and annexed hereto, but no such provisions shall be
deemed to be an amendment of this Agreement.

This Agreement shall be governed and construed in accordance with the
laws of the Commonwealth of Massachusetts.

This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

This Agreement constitutes the entire agreement between the parties
concerning the subject matter hereof, and supersedes any and all prior
understandings.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized and its
seal to be hereunder affixed as of the date first written above.

[SEAL] Scudder International Fund, Inc.,
on behalf of Scudder Greater Europe Growth Fund

By: /s/ Nicholas Bratt
President

[SEAL] SCUDDER FUND ACCOUNTING CORPORATION

By: /s/ Pamela A. McGrath
Vice President

The Scudder Funds
Account Application
Mail this application to:

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

STEP 1 SELECT YOUR SCUDDER FUND

Invest in any Scudder Fund with an initial investment of $1,000 or
more per fund. Be sure to read the prospectus before you invest. You
may request an additional prospectus or an IRA application by calling
1-800-225-2470.

Name of Fund (See below for complete fund name.)

____________________________________________
____________________________________________
____________________________________________
____________________________________________

Investment Amount

$__________________________
__________________________
__________________________
Total $___________________

___ By check (Payable to "The Scudder Funds")

or
___ By wire. Call 1-800-225-5163 for instructions.

___ Reinvest dividends

or
___ Mail dividends
or
___ Electronically transfer dividends to my bank, which is an
Automated Clearing House (ACH) member.

<TABLE>
<CAPTION>
FUND NAMES (Please check the box for the funds you selected above.)

Funds Funds Funds
- ----- ----- -----
<C> <C> <C>
Money Market Funds ___ Managed Municipal Bonds Growth Funds
___ Cash Investment Trust ___ Medium Term Tax Free Fund ___ Capital Growth Fund
___ U.S. Treasury Money Fund ___ Tax Free Money Fund ___ Development Fund
Income Funds ___ California Tax Free Fund ___ Global Fund
___ Emerging Markets Income Fund ___ California Tax Free Money Fund ___ Global Small Company Fund
___ GNMA Fund ___ Mass. Limited Term Tax Free Fund ___ Gold Fund
___ Income Fund ___ Massachusetts Tax Free Fund ___ International Fund
___ International Bond Fund ___ New York Tax Free Fund ___ Latin America Fund
___ Short Term Bond Fund ___ New York Tax Free Money Fund ___ Pacific Opportunities Fund
___ Short Term Global Income Fund ___ Ohio Tax Free Fund ___ Quality Growth Fund
___ Zero Coupon 2000 Fund ___ Pennsylvania Tax Free Fund ___ The Japan Fund
Tax Free Funds Growth & Income Funds ___ Value Fund
___ High Yield Tax Free Fund ___ Balanced Fund
___ Limited Term Tax Free Fund ___ Growth and Income Fund
</TABLE>

For Scudder use only.
This portion is used to expedite the processing of your application.

STEP 2 REGISTER YOUR ACCOUNT (Choose one)

___ Individual Account

Name
____________________________________________

Social Security Number-Required
____________________________________________

___ Joint Account
Joint ownership means joint tenants with rights of
survivorship, and not tenants in common, unless otherwise
specified.

Name
____________________________________________
____________________________________________

Social Security Number-Required
____________________________________________

___ Custodial Account (Gift to Minors)
One application is required for each minor.

Custodian's Name (only one)
____________________________________________

Minor's Name
____________________________________________

Minor's Social Security Number - Required
____________________________________________

Minor's State of Residence
____________________________________________

___ Trust, Corporation, Business, or Other
We require a corporate resolution form for corporations
requesting telephone redemption. Call 1-800-225-5163.

Trust/Corporation Name
____________________________________________
____________________________________________

Trustee's Name
____________________________________________
____________________________________________

Trust Date
____________________________________________

Tax ID Number - Required
____________________________________________

STEP 3 PROVIDE YOUR ADDRESS AND OTHER INFORMATION

Address
____________________________________________
____________________________________________
____________________________________________

___ U.S. Citizen
___ Resident Alien
___ Nonresident Alien

If nonresident alien, country of residence for tax purposes
____________________________________________

Occupation _________________________________

Employer ___________________________________

Daytime Phone (___)_________________________

STEP 4 SIGN YOUR NAME (Be sure to read the certification and
authorization section)

Please be sure to sign your name(s)exactly as in Step 2 above. Check
one:

___ Owner
___ Trustee
___ Custodian
___ Other

Signature ______________________________Date __________________

Signature ______________________________Date __________________
Joint Owner/Trustee

STEP 5 SIGN UP FOR CHECKWRITING (An optional service)

Complete the signature card to the right for our free, unlimited
checkwriting service. This service, which is available for the seven
funds listed, lets you write checks in amounts as low as $100 against
your fund holdings. Each check written continues to earn income in the
fund until it clears your account. Your checkbook will be mailed
promptly.

By completing the signature card, you agree to the pertinent rules and
regulations of the State Street Bank and Trust Company. These rules
may be amended from time to time.

Note: Every person registered on the account MUST sign the signature
card, even if only one person will be signing the checks.

STEP 6 ESTABLISH YOUR ACCOUNT FEATURES

You may choose one or all of the following options by checking the
appropriate box and providing the information requested.

Please attach a voided check below for these services.

A. ___ Automatic Investment Plan (AIP): Add to your Scudder Fund
automatically and regularly. Complete below and we'll deduct money
from your bank checking account to purchase additional shares for you.
This Plan involves continuous investment, regardless of share-price
levels, and does not assure a profit or protect against loss in down
markets. (Consider your ability to maintain this Plan during such
times.) Your bank must be an Automated Clearing House (ACH) member.

Investments are to be drawn in the amount of $______ (minimum $50)
around the _______ day of each month, beginning in ____ 199__. This
money should be invested in the Scudder _____________________ Fund.

B. ___ Telephone Redemption to Your Bank: You may call to redeem
Scudder Fund shares and have the proceeds sent to your bank account.

C. ___ AutoBuy/AutoSell: You may call to purchase ($250 min., $50,000
max.) or redeem shares of any Scudder Fund and have your checking
account debited or credited directly. Your bank must be an ACH member.

(GRAPHIC OF A CHECK IS LOCATED HERE TO INDICATE WHERE A VOIDED CHECK
IS SUPPOSED TO BE TAPED)

AUTOMATIC BENEFITS

A. Scudder Automated Information Line (SAIL(tm))

With SAIL you can access information on your Scudder Fund account
24 hours a day, including yields, prices, total returns, account
balances, and transaction information. You can also use SAIL to
make exchanges and redemptions. Call 1-800-343-2890 and follow
the instructions.

B. Telephone Exchange and Redemption

You may exchange among your Scudder Funds or have the proceeds
(up to $50,000) sent directly to your address of record (the
address on your account). Call 1-800-225-5163 from 8:00 a.m. to
6:00 p.m., Monday through Friday, and a Scudder service
representative will be happy to help you.

SIGNATURE CARD

Please indicate the fund(s) for which you are requesting checkwriting
service:

Scudder Cash Investment Trust Scudder Short Term Bond Fund
Scudder CA Tax Free Money Fund Scudder Medium Term Tax Free Fund
Scudder U.S. Treasury Money Fund Scudder Limited Term Tax Free Fund
Scudder NY Tax Free Money Fund Scudder Mass. Limited Term Tax Free Fund
Scudder Tax Free Money Fund

Account Owners (exactly as in Step 2)

Your Name(s)___________________________ ___________________________

Your Signatures (exactly as in Step 2)

1. ___________________________

2. ___________________________

How many signatures are required to sign each check?
___ One ___ All

DID YOU REMEMBER TO...

___ Select your fund and fill in the amount invested?

___ Enclose your check made out to the "Scudder Funds"?

___ Include your social security number in Step 2?

___ Sign the application in Step 4 exactly as registered?

___ Attach a voided check in Step 6?

___ Sign the checkwriting card, if applicable?

CERTIFICATION AND AUTHORIZATION

I certify that I have the authority and legal capacity to purchase
shares of the Scudder Funds and to establish and use any related
privileges. I have received and read the prospectus, and understand
the investment objectives and policies, of each Scudder Fund I have
selected. I agree to be bound by the terms of the prospectus and the
statement of additional information, as each may be amended from time
to time, of each Fund I have selected.

I authorize the Scudder Funds, Scudder Service Corporation or any
successor transfer agent (the "Transfer Agent"), or their affiliates,
to act on any instructions (including telephone instructions)
reasonably believed to be genuine for any of the services described in
this Application (both services that I have requested, such as the
Automatic Investment Plan, Telephone Redemption to Your Bank and
Deposit of Dividends and Capital Gains to Your Bank services, and, if
services are automatic, such as the Scudder Automated Information Line
(SAIL) and Telephone Exchange and Redemption services, services that I
have not declined by notifying the Transfer Agent in writing). The
Scudder Funds employ procedures that are designed to give reasonable
assurance that instructions communicated by telephone are genuine.
These procedures include verifying the identity of each telephone
caller, recording all telephone calls and sending written
confirmations of transactions initiated by telephone. To the extent
that a Scudder Fund does not follow these procedures, it may be held
liable for losses due to unauthorized or fraudulent telephone
instructions. I agree that neither any Scudder Fund, the Transfer
Agent, Scudder Investor Services, nor any of their affiliates or
agents will be held liable for acting on telephone instructions
reasonably believed to be genuine.

I understand that any of the telephone services described in this
Application may be modified, interrupted, suspended or terminated at
any time, without notice.

I certify under penalties of perjury that:

(1) the social security number or tax identification number shown
above in Step 2 is correct and may be used for an account opened for
me by the Scudder Family of Funds; and

(2) I am not subject to backup withholding either because (a) I am an
"exempt foreign person," as defined below, or, (b) if I am not an
"exempt foreign person," the Internal Revenue Service (the "IRS") has
not notified me that I am subject to backup withholding as a result of
failure to report all interest or dividends, or the IRS has notified
me that I am no longer subject to backup withholding.

Cross out item (2) if you are currently subject to backup withholding.

An "exempt foreign person" is a person who is not a citizen or
resident of the United States (or, if married to a U.S. citizen, has
not elected to be treated as a U.S. resident) nor a U.S. corporation,
partnership, estate or trust, and who is not and does not reasonably
expect to be engaged in a U.S. trade or business with respect to which
any gain derived during the calendar year by the account now
established is effectively connected and, in the case of an
individual, has not and reasonably expects not to be present in the
United States for 183 days or more during the current calendar year.

I understand that the terms of this Certifications and Authorizations
section apply to any Scudder Fund investment I make now or in the
future and supersede the terms contained in the same or similar
section of any prior application I have signed. The certifications and
authorizations contained in this section apply to each person who
signs this Application.

I understand that I may choose to receive capital gains distributions
by mail. (Please call 1-800-225-2470 for details.) If I do not choose
this option, any capital gains distribution will be used to purchase
additional shares in my Fund account.

When a check is presented on the authorized signer's(s') personal
checking account established by State Street Bank and Trust Company
("Bank") for payment, the Bank will present the check to the
designated Fund as authority to redeem a sufficient number of shares
in the authorized signer's(s') shareholder account to cover the amount
of the check. The Fund is hereby authorized and directed to accept and
act upon checks presented to it by the Bank and to redeem a sufficient
number of shares for which certificates have not been issued in the
authorized signer's(s') shareholder account and forward the proceeds
of such redemption to the Bank. The authorized signers understand and
agree that shares of the Fund that have been purchased by check and
have been on the books of the Fund for less than seven (7) days will
not be redeemed; checks written for amounts that include such shares
will be returned marked "Uncollected Funds." The authorized signers
further understand and agree that the designated Fund and/or its
agents will not be liable for any loss, expense, or cost arising out
of check redemption. The designated Fund and the Bank reserve the
right to change, modify, or terminate this checking account privilege
at any time.

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in Post-Effective Amendment
No. 44 to the Registration Statement of Scudder International Fund, Inc. on
Form N-1A, of our reports dated December 15, 1994, December 9, 1994, and
December 14, 1994, on our audits of the financial statements and financial
highlights of Scudder Latin America Fund, Scudder Pacific Opportunities
Fund, and Scudder Greater Europe Growth Fund, respectively, which reports
are included in the respective October 31, 1994 Annual Reports to
Shareholders, which are incorporated by reference in the Registration
Statement.

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

/s/COOPERS & LYBRAND L.L.P.
Boston, Massachusetts COOPERS & LYBRAND L.L.P.
February 13, 1995

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
Scudder Latin America Fund Annual Report for the fiscal year ended October
31, 1994 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<SERIES>
<NUMBER> 2
<NAME> SCUDDER LATIN AMERICA FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1994
<PERIOD-START> NOV-01-1993
<PERIOD-END> OCT-31-1994
<INVESTMENTS-AT-COST> 681,472,594
<INVESTMENTS-AT-VALUE> 816,633,184
<RECEIVABLES> 2,214,752
<ASSETS-OTHER> 206,401
<OTHER-ITEMS-ASSETS> 2,628,926
<TOTAL-ASSETS> 821,683,263
<PAYABLE-FOR-SECURITIES> 6,976,075
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5,340,541
<TOTAL-LIABILITIES> 12,316,616
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 649,338,300
<SHARES-COMMON-STOCK> 33,122,382
<SHARES-COMMON-PRIOR> 14,153,599
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 24,874,564
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 135,153,783
<NET-ASSETS> 809,366,647
<DIVIDEND-INCOME> 7,586,499
<INTEREST-INCOME> 3,113,427
<OTHER-INCOME> 0
<EXPENSES-NET> 11,896,197
<NET-INVESTMENT-INCOME> (1,196,271)
<REALIZED-GAINS-CURRENT> 25,731,015
<APPREC-INCREASE-CURRENT> 90,401,699
<NET-CHANGE-FROM-OPS> 114,936,443
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,013,185)
<DISTRIBUTIONS-OF-GAINS> (1,013,185)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 28,213,736
<NUMBER-OF-SHARES-REDEEMED> 9,333,124
<SHARES-REINVESTED> 88,171
<NET-CHANGE-IN-ASSETS> 548,804,406
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 1,275,791
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 7,399,036
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 12,125,522
<AVERAGE-NET-ASSETS> 591,896,053
<PER-SHARE-NAV-BEGIN> 18.41
<PER-SHARE-NII> (.03)
<PER-SHARE-GAIN-APPREC> 6.18
<PER-SHARE-DIVIDEND> .06
<PER-SHARE-DISTRIBUTIONS> .06
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 24.44
<EXPENSE-RATIO> 2.01
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
Scudder Pacific Opportunities Fund Annual Report for the fiscal year ended
October 31, 1994 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<SERIES>
<NUMBER> 3
<NAME> SCUDDER PACIFIC OPPORTUNITIES FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1994
<PERIOD-START> NOV-1-1993
<PERIOD-END> OCT-31-1994
<INVESTMENTS-AT-COST> 453,000,983
<INVESTMENTS-AT-VALUE> 513,889,094
<RECEIVABLES> 8,312,284
<ASSETS-OTHER> 19,590,116
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 541,791,494
<PAYABLE-FOR-SECURITIES> 21,651,441
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 20,988,646
<TOTAL-LIABILITIES> 42,640,087
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 28,405,889
<SHARES-COMMON-PRIOR> 16,662,536
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (471,044)
<ACCUMULATED-NET-GAINS> (3,151,658)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 60,885,681
<NET-ASSETS> 499,151,407
<DIVIDEND-INCOME> 5,570,577
<INTEREST-INCOME> 3,295,900
<OTHER-INCOME> 0
<EXPENSES-NET> 7,684,267
<NET-INVESTMENT-INCOME> 1,182,190
<REALIZED-GAINS-CURRENT> (3,433,942)
<APPREC-INCREASE-CURRENT> 26,525,823
<NET-CHANGE-FROM-OPS> 24,274,071
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,850,366
<DISTRIBUTIONS-OF-GAINS> 231,296
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 30,394,493
<NUMBER-OF-SHARES-REDEEMED> 18,749,850
<SHARES-REINVESTED> 98,710
<NET-CHANGE-IN-ASSETS> 229,034,421
<ACCUMULATED-NII-PRIOR> 685,401
<ACCUMULATED-GAINS-PRIOR> 25,250
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 4,662,015
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 7,684,267
<AVERAGE-NET-ASSETS> 423,844,368
<PER-SHARE-NAV-BEGIN> 16.21
<PER-SHARE-NII> 0.04
<PER-SHARE-GAIN-APPREC> 1.41
<PER-SHARE-DIVIDEND> 0.08
<PER-SHARE-DISTRIBUTIONS> 0.01
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 17.57
<EXPENSE-RATIO> 1.81
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
Scudder Greater Europe Growth Fund Annual Report for the period October 10,
1994 (commencement of operations) to October 31, 1994 and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 4
<NAME> Scudder Greater Europe Growth Fund

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1994
<PERIOD-START> OCT-10-1994
<PERIOD-END> OCT-31-1994
<INVESTMENTS-AT-COST> 11,219,617
<INVESTMENTS-AT-VALUE> 11,324,747
<RECEIVABLES> 302,624
<ASSETS-OTHER> 75,527
<OTHER-ITEMS-ASSETS> 3,660,809
<TOTAL-ASSETS> 15,363,707
<PAYABLE-FOR-SECURITIES> 3,764,926
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,739,039
<TOTAL-LIABILITIES> 7,503,965
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 7,754,860
<SHARES-COMMON-STOCK> 645,237
<SHARES-COMMON-PRIOR> 100
<ACCUMULATED-NII-CURRENT> 1,711
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 103,171
<NET-ASSETS> 7,859,742
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 9,875
<OTHER-INCOME> 0
<EXPENSES-NET> 3,795
<NET-INVESTMENT-INCOME> 6,080
<REALIZED-GAINS-CURRENT> (4,369)
<APPREC-INCREASE-CURRENT> 103,171
<NET-CHANGE-FROM-OPS> 104,882
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 655,588
<NUMBER-OF-SHARES-REDEEMED> 10,451
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 7,858,542
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,527
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 29,007
<AVERAGE-NET-ASSETS> 4,397,241
<PER-SHARE-NAV-BEGIN> 12.00
<PER-SHARE-NII> 0.01
<PER-SHARE-GAIN-APPREC> 0.17
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.18
<EXPENSE-RATIO> 1.50
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>