Filed electronically with the Securities and Exchange Commission
on July 13, 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. 45
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 25
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 August 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 May 30, 1995.
<PAGE>
SCUDDER INTERNATIONAL FUND, INC.
SCUDDER INTERNATIONAL FUND
CROSS-REFERENCE SHEET
Items Required By Form N-1A
<TABLE>
<CAPTION>
PART A
Item No. Item Caption Prospectus Caption
-------- ------------ ------------------
<C> <C> <C>
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
SHAREHOLDER BENEFITS--A team approach to investing
5A. Management's Discussion of NOT APPLICABLE
Fund Performance
6. Capital Stock and Other DISTRIBUTION AND PERFORMANCE INFORMATION--Dividends and capital
Securities 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 Being PURCHASES
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 Repurchase EXCHANGES AND REDEMPTIONS
TRANSACTION INFORMATION--Redeeming shares, Tax identification
number, Minimum balances
9. Pending Legal Proceedings NOT APPLICABLE
</TABLE>
Cross Reference - Page 1
<PAGE>
SCUDDER INTERNATIONAL FUND
(continued)
<TABLE>
<CAPTION>
PART B
Caption in Statement of
Item No. Item Caption Additional Information
-------- ------------ ----------------------
<C> <C> <C>
10. Cover Page COVER PAGE
11. Table of Contents TABLE OF CONTENTS
12. General Information and History FUND ORGANIZATION
13. Investment Objectives and THE FUNDS' INVESTMENT OBJECTIVE AND POLICIES
Policies PORTFOLIO TRANSACTIONS -- Brokerage and Portfolio Turnover
14. Management of the Fund INVESTMENT ADVISER
DIRECTORS AND OFFICERS
REMUNERATION
15. Control Persons and Principal DIRECTORS AND OFFICERS
Holders of Securities
16. Investment Advisory and Other INVESTMENT ADVISER
Services ADDITIONAL INFORMATION--Experts and Other Information
17. Brokerage Allocation PORTFOLIO TRANSACTIONS--Brokerage Commissions and Portfolio
Turnover
18. Capital Stock and Other FUND ORGANIZATION
Securities DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
19. Purchase, Redemption and PURCHASES
Pricing of Securities Being EXCHANGES AND REDEMPTIONS
Offered FEATURES AND SERVICES OFFERED BY THE FUND--Distribution Plans
SPECIAL PLAN ACCOUNTS
NET ASSET VALUE
20. Tax Status DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
TAXES
21. Underwriters DISTRIBUTOR
22. Calculation of Performance Data PERFORMANCE INFORMATION
23. Financial Statements FINANCIAL STATEMENTS
</TABLE>
Cross Reference - Page 2
<PAGE>
SCUDDER INTERNATIONAL FUND, INC.
SCUDDER LATIN AMERICA FUND
CROSS-REFERENCE SHEET
Items Required By Form N-1A
---------------------------
<TABLE>
<CAPTION>
PART A
Item No. Item Caption Prospectus Caption
-------- ------------ ------------------
<C> <C> <C>
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
SHAREHOLDER BENEFITS--A team approach to investing
5A. Management's Discussion of NOT APPLICABLE
Fund Performance
6. Capital Stock and Other DISTRIBUTION AND PERFORMANCE INFORMATION--Dividends and capital
Securities 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 Being PURCHASES
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 Repurchase EXCHANGES AND REDEMPTIONS
TRANSACTION INFORMATION--Redeeming shares, Tax identification
number, Minimum balances
9. Pending Legal Proceedings NOT APPLICABLE
</TABLE>
Cross Reference - Page 3
<PAGE>
SCUDDER LATIN AMERICA FUND
(continued)
<TABLE>
<CAPTION>
PART B
Caption in Statement of
Item No. Item Caption Additional Information
-------- ------------ ----------------------
<C> <C> <C>
10. Cover Page COVER PAGE
11. Table of Contents TABLE OF CONTENTS
12. General Information and History FUND ORGANIZATION
13. Investment Objectives and THE FUND'S INVESTMENT OBJECTIVE AND POLICIES
Policies PORTFOLIO TRANSACTIONS--Brokerage and Portfolio Turnover
14. Management of the Fund INVESTMENT ADVISER
DIRECTORS AND OFFICERS
REMUNERATION
15. Control Persons and Principal DIRECTORS AND OFFICERS
Holders of Securities
16. Investment Advisory and Other INVESTMENT ADVISER
Services ADDITIONAL INFORMATION--Experts and Other Information
17. Brokerage Allocation PORTFOLIO TRANSACTIONS--Brokerage Commissions and Portfolio
Turnover
18. Capital Stock and Other FUND ORGANIZATION
Securities DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
19. Purchase, Redemption and PURCHASES
Pricing of Securities Being EXCHANGES AND REDEMPTIONS
Offered FEATURES AND SERVICES OFFERED BY THE FUND--Distribution Plans
SPECIAL PLAN ACCOUNTS
NET ASSET VALUE
20. Tax Status DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
TAXES
21. Underwriters DISTRIBUTOR
22. Calculation of Performance Data PERFORMANCE INFORMATION
23. Financial Statements FINANCIAL STATEMENTS
</TABLE>
Cross Reference - Page 4
<PAGE>
SCUDDER INTERNATIONAL FUND, INC.
SCUDDER PACIFIC OPPORTUNITIES FUND
CROSS-REFERENCE SHEET
Items Required By Form N-1A
---------------------------
<TABLE>
<CAPTION>
PART A
Item No. Item Caption Prospectus Caption
-------- ------------ ------------------
<C> <C> <C>
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
FUND ORGANIZATION
5. Management of the Fund FINANCIAL HIGHLIGHTS
A MESSAGE FROM SCUDDER'S CHAIRMAN
FUND ORGANIZATION--Investment adviser, Transfer agent
DIRECTORS AND OFFICERS
SHAREHOLDER BENEFITS--A team approach to investing
5A. Management's Discussion NOT APPLICABLE
of Fund Performance
6. Capital Stock and Other DISTRIBUTION AND PERFORMANCE INFORMATION--Dividends and capital
Securities 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 Repurchase EXCHANGES AND REDEMPTIONS
TRANSACTION INFORMATION--Redeeming shares, Tax identification
number, Minimum balances
9. Pending Legal Proceedings NOT APPLICABLE
</TABLE>
Cross Reference - Page 5
<PAGE>
SCUDDER PACIFIC OPPORTUNITIES FUND
(continued)
<TABLE>
<CAPTION>
PART B
Caption in Statement of
Item No. Item Caption Additional Information
-------- ------------ ----------------------
<C> <C> <C>
10. Cover Page COVER PAGE
11. Table of Contents TABLE OF CONTENTS
12. General Information and History FUND ORGANIZATION
13. Investment Objectives and THE FUND'S INVESTMENT OBJECTIVE AND POLICIES
Policies PORTFOLIO TRANSACTIONS--Brokerage and Portfolio Turnover
14. Management of the Fund INVESTMENT ADVISER
DIRECTORS AND OFFICERS
REMUNERATION
15. Control Persons and Principal DIRECTORS AND OFFICERS
Holders of Securities
16. Investment Advisory and Other INVESTMENT ADVISER
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
19. Purchase, Redemption and PURCHASES
Pricing of Securities Being EXCHANGES AND REDEMPTIONS
Offered FEATURES AND SERVICES OFFERED BY THE FUND--Distribution Plans
SPECIAL PLAN ACCOUNTS
NET ASSET VALUE
20. Tax Status DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
TAXES
21. Underwriters DISTRIBUTOR
22. Calculation of Performance Data PERFORMANCE INFORMATION
23. Financial Statements FINANCIAL STATEMENTS
</TABLE>
Cross Reference - Page 6
<PAGE>
SCUDDER INTERNATIONAL FUND, INC.
SCUDDER GREATER EUROPE GROWTH FUND
CROSS-REFERENCE SHEET
Items Required By Form N-1A
---------------------------
<TABLE>
<CAPTION>
PART A
Item No. Item Caption Prospectus Caption
-------- ------------ ------------------
<C> <C> <C>
1. Cover Page COVER PAGE
2. Synopsis EXPENSE INFORMATION
3. Condensed Financial FINANCIAL HIGHLIGHTS
Information
4. General Description of INVESTMENT OBJECTIVE AND POLICIES
Registrant WHY INVEST IN THE FUND?
INTERNATIONAL INVESTMENT EXPERIENCE
ADDITIONAL INFORMATION ABOUT POLICIES AND INVESTMENTS
RISK CONSIDERATIONS
FUND ORGANIZATION
5. Management of the Fund FINANCIAL HIGHLIGHTS
A MESSAGE FROM SCUDDER'S CHAIRMAN
FUND ORGANIZATION--Investment adviser, Transfer agent
DIRECTORS AND OFFICERS
SHAREHOLDER BENEFITS--A team approach to investing
5A. Management's Discussion of NOT APPLICABLE
Fund Performance
6. Capital Stock and Other DISTRIBUTION AND PERFORMANCE INFORMATION--Dividends and capital
Securities 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 Being PURCHASES
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 Repurchase EXCHANGES AND REDEMPTIONS
TRANSACTION INFORMATION--Redeeming shares, Tax identification
number, Minimum balances
9. Pending Legal Proceedings NOT APPLICABLE
</TABLE>
Cross Reference - Page 7
<PAGE>
SCUDDER GREATER EUROPE GROWTH FUND
(continued)
<TABLE>
<CAPTION>
PART B
Caption in Statement of
Item No. Item Caption Additional Information
-------- ------------ ----------------------
<C> <C> <C>
10. Cover Page COVER PAGE
11. Table of Contents TABLE OF CONTENTS
12. General Information and History FUND ORGANIZATION
13. Investment Objectives and THE FUNDS' INVESTMENT OBJECTIVE AND POLICIES
Policies PORTFOLIO TRANSACTIONS -- Brokerage and Portfolio Turnover
14. Management of the Fund INVESTMENT ADVISER
DIRECTORS AND OFFICERS
REMUNERATION
15. Control Persons and Principal DIRECTORS AND OFFICERS
Holders of Securities
16. Investment Advisory and Other INVESTMENT ADVISER
Services ADDITIONAL INFORMATION--Experts and Other Information
17. Brokerage Allocation PORTFOLIO TRANSACTIONS--Brokerage Commissions and Portfolio
Turnover
18. Capital Stock and Other FUND ORGANIZATION
Securities DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
19. Purchase, Redemption and PURCHASES
Pricing of Securities Being EXCHANGES AND REDEMPTIONS
Offered FEATURES AND SERVICES OFFERED BY THE FUND--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 Data PERFORMANCE INFORMATION
23. Financial Statements FINANCIAL STATEMENTS
</TABLE>
Cross Reference - Page 8
<PAGE>
File No. 2-14400
File No. 811-642
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM N-1A
POST-EFFECTIVE AMENDMENT No. 45
TO REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AND
AMENDMENT NO. 25
TO REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
SCUDDER INTERNATIONAL FUND, INC.
<PAGE>
SCUDDER INTERNATIONAL FUND, INC.
EXHIBIT INDEX
Exhibit 5(e)
Exhibit 8(a)(6)
Exhibit 9(a)(3)
Exhibit 9(e)(1)
Exhibit 9(f)
Exhibit 11
Exhibit 17
<PAGE>
This prospectus sets forth concisely the information about Scudder International
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 Statement of Additional Information dated August 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
International
Fund
Prospectus
August 1, 1995
A pure no-load(tm) (no sales charges) mutual fund seeking long-term growth of
capital primarily from foreign equity securities.
<PAGE>
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 International 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
distributes its net investment income, expressed as a percentage of the
Fund's average daily net assets for the fiscal year ended March 31, 1995.
Investment management fee 0.83%
12b-1 fees NONE
Other expenses 0.36%
-----
Total Fund operating expenses 1.19%
=====
Example
Based on the level of total Fund operating expenses listed above, the total
expenses relating to a $1,000 investment, assuming a 5% annual return and
redemption at the end of each period, are listed below. Investors do not pay
these expenses directly; they are paid by the Fund before it distributes its net
investment income to shareholders. (As noted above, the Fund has no redemption
fees of any kind.)
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
$12 $38 $65 $144
See "Fund organization--Investment adviser" for further information about the
investment management fee. This example assumes reinvestment of all dividends
and distributions and that the percentage amounts listed under "Annual Fund
operating expenses" remain the same each year. This example should not be
considered a representation of past or future expenses or return. Actual Fund
expenses and return vary from year to year and may be higher or lower than those
shown.
* You may redeem by writing or calling the Fund. If you wish to receive your
redemption proceeds via wire, there is a $5 wire service fee. For
additional information, please refer to "Transaction information
--Redeeming shares."
2
<PAGE>
Financial Highlights
The following table includes selected data for a share outstanding throughout
each period (a) 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 March 31, 1995 and may be obtained without charge by
writing or calling Scudder Investor Services, Inc.
<TABLE>
<CAPTION>
YEARS ENDED MARCH 31,
--------------------------------------------------------------------------------------------
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period........ $42.96 $35.69 $34.36 $34.69 $37.00 $34.79 $33.43 $44.05 $36.93 $23.03
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Income from investment
operations:
Net investment
income................... .21 .31 .38 .44 .80 .49 .40 .45 .47 .74
Net realized and
unrealized gain (loss)
on investment
transactions............. (1.03) 7.74 2.64 (.37) (.39) 5.30 4.15 (.86) 13.07 13.70
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total from investment
operations................. (.82) 8.05 3.02 .07 .41 5.79 4.55 (.41) 13.54 14.44
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Less distributions:
From net investment
income................... -- (.63) (.83) -- (.74) (.43) (.13) (.82) (.49) (.41)
In excess of net
investment income........ -- (.06) -- -- -- -- -- -- -- --
From net realized gains
on investment
transactions............. (2.42) (.09) (.86) (.40) (1.98) (3.15) (3.06) (9.39) (5.93) (.13)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total distributions.......... (2.42) (.78) (1.69) (.40) (2.72) (3.58) (3.19) (10.21) (6.42) (.54)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net asset value,
end of period.............. $39.72 $42.96 $35.69 $34.36 $34.69 $37.00 $34.79 $33.43 $44.05 $36.93
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
TOTAL RETURN (%)............. (2.02) 22.69 9.12 .18 1.46 17.08 14.34 (.47) 40.18 64.17
RATIOS AND
SUPPLEMENTAL DATA
Net assets, end of period
($ millions)............... 2,192 2,198 1,180 933 929 783 550 559 791 597
Ratio of operating
expenses to average
net assets (%)............. 1.19 1.21 1.26 1.30 1.24 1.18 1.22 1.21 1.09 .99
Ratio of net investment
income to average
net assets (%)............. .48 .75 1.13 1.25 2.22 1.33 1.20 1.16 1.19 2.60
Portfolio turnover rate (%).. 46.3 39.9 29.2 50.4 70.1 49.4 48.3 54.8 66.5 36.0
<FN>
(a) Based on monthly average shares outstanding during the period.
</FN>
</TABLE>
3
<PAGE>
A message from Scudder's chairman
Scudder, Stevens & Clark, Inc., investment adviser to the Scudder Family of
Funds, was founded in 1919. We offered America's first no-load mutual fund in
1928. Today, we manage in excess of $90 billion for many private accounts and
over 50 mutual fund portfolios. We manage the mutual funds in a special program
for the American Association of Retired Persons, as well as the fund options
available through Scudder Horizon Plan, a tax-advantaged variable annuity. We
also advise The Japan Fund and nine closed-end funds that invest in countries
around the world.
The Scudder Family of Funds is designed to make investing easy and less costly.
It includes money market, tax free, income and growth funds as well as IRAs,
401(k)s, Keoghs and other retirement plans.
Services available to all shareholders include toll-free access to the
professional service representatives of Scudder Investor Relations, easy
exchange among funds, shareholder reports, informative newsletters and the
walk-in convenience of Scudder Funds Centers.
/s/Daniel Pierce
All Scudder mutual funds are pure no-load(tm). This means you pay no commissions
to purchase or redeem your shares or to exchange from one fund to another. There
are no "12b-1" fees either, which many other funds now charge to support their
marketing efforts. All of your investment goes to work for you. We look forward
to welcoming you as a shareholder.
Scudder International Fund
Investment objective
* long-term growth of capital primarily from foreign equity securities
Investment characteristics
* professional management to help investors without the time or expertise to
invest directly in foreign securities
* international diversification which helps reduce international investment
risk
* convenient participation in investments denominated in foreign
currencies
* daily liquidity at current net asset value
Contents
Investment objective and policies 5
Why invest in the Fund? 5
International investment experience 6
Additional information about policies
and investments 6
Investment results 9
Distribution and performance information 10
Fund organization 10
Transaction information 11
Purchases 12
Exchanges and redemptions 13
Shareholder benefits 16
Directors and Officers 20
Investment products and services 21
How to contact Scudder 22
4
<PAGE>
Investment objective and policies
Scudder International Fund (the "Fund"), a diversified series of Scudder
International Fund, Inc., seeks long-term growth of capital primarily through a
diversified portfolio of marketable foreign equity securities. These securities
are selected primarily to permit the Fund to participate in non-United States
companies and economies with prospects for growth. The Fund invests in
companies, wherever organized, which do business primarily outside the United
States. The Fund intends to diversify investments among several countries and to
have represented in the portfolio, in substantial proportions, business
activities in not less than three different countries. The Fund does not intend
to concentrate investments in any particular industry.
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
The Fund generally invests in equity securities of established
companies, listed on foreign exchanges, which the Fund's investment adviser,
Scudder, Stevens & Clark, Inc. (the "Adviser"), believes have favorable
characteristics. When the Adviser believes that it is appropriate to do so in
order to achieve the Fund's investment objective of long-term capital growth,
the Fund may invest up to 20% of its total assets in debt securities. Such debt
securities include debt securities of foreign governments, supranational
organizations and private issuers, including bonds denominated in the European
Currency Unit (ECU). Portfolio debt investments will be selected on the basis
of, among other things, yield, credit quality, and the fundamental outlooks for
currency and interest rate trends in different parts of the globe, taking into
account the ability to hedge a degree of currency or local bond price risk. The
Fund may purchase "investment-grade" bonds, which are those rated Aaa, Aa, A or
Baa by Moody's Investors Service, Inc. ("Moody's") or AAA, AA, A or BBB by
Standard & Poor's ("S&P") or, if unrated, judged by the Adviser to be of
equivalent quality. The Fund may also invest up to 5% of its total assets in
debt securities which are rated below investment-grade (see "Risk factors").
When the Adviser determines that exceptional conditions exist abroad, the Fund
may, for temporary defensive purposes, invest all or a 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 Canada or the
U.S.
Why invest in the Fund?
The Fund is designed for investors seeking investment opportunity and
diversification through an actively managed portfolio of foreign securities.
One reason that some investors may wish to invest overseas is that certain
foreign economies may grow more rapidly than the U.S. economy and may offer
opportunities for achieving superior investment returns. Another reason is that
foreign stock and bond markets do not always move in step with each other or
with the U.S. markets. A portfolio invested in a number of markets worldwide
will be better diversified than one which is subject to the movements of a
single market.
5
<PAGE>
Why Invest in the Fund? (cont'd)
Another benefit of the Fund is that it eliminates the complications and extra
costs associated with direct investment in individual foreign securities.
Individuals investing directly in foreign stocks may find it difficult to make
purchases and sales, to obtain current information, to hold securities in
safekeeping, and to convert the value of their investments from foreign
currencies into U.S. dollars. The Fund manages these tasks for the investor.
With a single investment, the investor has a diversified international
investment portfolio, which is actively managed by experienced professionals.
The Adviser has had long experience in dealing in foreign markets and with
brokers and custodian banks around the world. The Adviser also has the benefit
of an established information network and believes the Fund affords a convenient
and cost-effective method of investing internationally.
The Fund's investments are generally denominated in foreign currencies. The
strength or weakness of the U.S. dollar against these currencies is responsible
for part of the Fund's investment performance. If the dollar falls in value
relative to the Japanese yen, for example, the dollar value of a Japanese stock
held in the portfolio will rise even though the price of the stock remains
unchanged. Conversely, if the dollar rises in value relative to the yen, the
dollar value of the Japanese stock will fall. 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-loadO 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 has been a leader in international investment management and trading
for over 40 years. In addition to the Fund, which was initially incorporated in
Canada in 1953 as the first foreign investment company registered with the
United States Securities and Exchange Commission, its investment company clients
include Scudder International Bond Fund, which invests internationally, Scudder
Global Fund, Scudder Global Small Company Fund and Scudder Short Term Global
Income Fund, which invest worldwide, Scudder Greater Europe Growth Fund, which
invests primarily in securities of European companies, The Japan Fund, Inc.,
which invests primarily in securities of Japanese companies, Scudder Latin
America Fund, which invests primarily in Latin American issuers, Scudder Pacific
Opportunities Fund, which invests primarily in issuers located in the Pacific
Basin, with the exception of Japan and Scudder Emerging Markets Income Fund,
which invests in debt securities issued in emerging markets. The Adviser also
manages the assets of eight closed-end investment companies investing in foreign
securities: The Argentina Fund, Inc., The Brazil Fund, Inc., The First Iberian
Fund, Inc., The Korea Fund, Inc., The Latin America Dollar Income Fund, Inc.,
Scudder New Asia Fund, Inc., Scudder New Europe Fund, Inc. and Scudder World
Income Opportunities Fund, Inc. Assets of Scudder's international investment
company clients exceeded $__ billion as of June 30, 1995.
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.
6
<PAGE>
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 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 securities which are not readily marketable,
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 Statement of
Additional 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
7
<PAGE>
Additional information about policies and investments (cont'd)
descriptions of certain risks related to the investments and techniques that the
Fund may use from time to time.
Foreign securities. Investments in foreign securities involve special
considerations due to more limited information, higher brokerage costs,
different accounting standards, thinner trading markets as compared to domestic
markets and the likely impact of foreign taxes on the income from securities.
They may also entail 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 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., increasing the risk of delayed settlements of portfolio
transactions or loss of certificates for portfolio securities. The Fund's
ability and decisions to purchase and sell portfolio securities may be affected
by laws or regulations relating to the convertibility and repatriation of
assets.
Debt securities. The Fund may invest no more than 5% of its total assets in debt
securities which are rated below investment-grade; that is, rated below Baa by
Moody's or BBB by S&P (commonly referred to as "junk bonds"). The lower the
ratings of such debt securities, the greater their risks render them like equity
securities. Moody's considers bonds it rates Baa to have speculative elements as
well as investment-grade characteristics. The Fund may invest in securities
which are rated D by S&P or, if unrated, are of equivalent quality. Securities
rated D may be in default with respect to payment of principal or interest.
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
8
<PAGE>
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
Investment results
Scudder International Fund is designed for long-term investors who can accept
international investment risk. The dollar value of the Fund's portfolio
securities fluctuates with changes in market and economic conditions abroad and
with changes in relative currency values. Changes in the Fund's share price may
not be related to changes in the U.S. stock and bond markets. As with any
long-term investment, the value of shares when sold may be higher or lower than
when purchased. For additional information concerning risks of international
investment, see "Risk factors."
<TABLE>
<CAPTION>
Annual capital changes--past ten years*
Years Ended Net Asset Capital Gains Capital Change
March 31, Value/Share Dividends Distributions
--------- ----------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
1985 $23.03
1986 36.93 $0.41 $0.13 + 61.28%
1987 44.05 0.49 5.93 + 38.44
1988 33.43 0.82 9.39 - 2.45
1989 34.79 0.13 3.06 + 13.91
1990 37.00 0.43 3.15 + 15.81
1991 34.69 0.74 1.98 - 0.67
1992 34.36 -- 0.40 - 0.95
1993 35.69 0.83 0.86 + 6.53
1994 42.96 0.69 0.09 + 21.59
1995 39.72 -- 2.42 - 2.02
</TABLE>
Growth of a $10,000 investment
Total Return
----------------
Years Ended Value of Initial
March 31, 1995 $10,000 Investment Average Annual Cumulative
- -------------- ------------------- -------------- ----------
One Year $ 9,798 - 2.02% - 2.02%
Five Years $ 13,333 + 5.92% +33.33%
Ten Years $ 40,879 +15.12% +308.79%
* For definition of "capital change" please see "Distribution and performance
information."
Performance figures are historical and all total return calculations assume
reinvestment of capital gains and income distributions. The investment return
and principal value of the Fund's shares represent past performance and will
vary due to market conditions, and the shares may be worth more or less at
redemption than at original purchase.
9
<PAGE>
Additional information about policies and investments (cont'd)
value, and possibly income, and such losses can be greater than if the Strategic
Transactions had not been utilized. The Strategic Transactions that the Fund may
use and some of their risks are described more fully in the Fund's Statement of
Additional Information.
Distribution and performance information
Dividends and capital gains distributions
The Fund intends to distribute dividends from its net investment income and any
net realized capital gains after utilization of capital loss carryforwards, if
any, in November or December to prevent application of federal excise tax. 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. If an investment is in the form of
a retirement plan, all dividends and capital gains distributions must be
reinvested into the account.
Generally, dividends from net investment income are taxable to shareholders as
ordinary income. Long-term capital gains distributions, if any, are taxable as
long-term capital gains regardless of the length of time shareholders have owned
their shares. Short-term capital gains and any other taxable income
distributions are taxable as ordinary income.
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 by January 31 of the following year.
Performance information
From time to time, quotations of the Fund's performance may be included in
advertisements, sales literature or shareholder reports. All performance figures
are historical, show the performance of a hypothetical investment and are not
intended to indicate future performance. "Total return" is the change in value
of an investment in the Fund for a specified period. The "average annual total
return" of the Fund is the average annual compound rate of return of an
investment in the Fund assuming the investment has been held for one year, five
years and ten years as of a stated ending date. "Cumulative total return"
represents the cumulative change in value of an investment in the Fund for
various periods. 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 International Fund is a diversified series of Scudder International
Fund, Inc. (the "Corporation"), an open-end, management investment company
registered under the Investment Company Act of 1940 (the "1940 Act"). The
Corporation is a Maryland corporation whose predecessor was organized in 1953.
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 Corporation is not required to and has no current
intention of holding annual shareholder meetings, although special meetings may
10
<PAGE>
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. For the fiscal year ended March 31, 1995, the Adviser received an
investment management fee of 0.83% of the Fund's average daily net assets on an
annual basis. The Adviser receives an investment management fee for its services
equal, on an annual basis, to 0.90% of the first $500 million of average daily
net assets, 0.85% of the next $500 million of such assets, 0.80% of the next $1
billion of such assets and 0.75% of such assets in excess of $2 billion.
Prior to September 8, 1994 the Adviser received an investment management fee
equal, on an annual basis, to 1.00% of the first $200 million of average daily
net assets; 0.90% of the next $200 million of such assets; 0.85% of the next
$400 million of such assets and 0.80% of such assets in excess of $800 million.
The fee is graduated so that increases in the Fund's net assets may result in a
lower fee and decreases in the Fund's net assets may result in a higher fee. The
fee is payable monthly, provided that the Fund will make such interim payments
as may be requested by the Adviser not to exceed 75% of the amount of the fee
then accrued on the books of the Fund and unpaid. 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. All the Fund's expenses are paid out of gross
investment income. Shareholders pay no direct charges or fees for investment
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 Relations is a
telephone information service provided by Scudder Investor Services, Inc.
Custodian
Brown Brothers Harriman & Co. is the Fund's custodian.
Fund accounting agent
Scudder Fund Accounting Corporation, a wholly-owned subsidiary of the Adviser,
is responsible for determining the daily net asset value per share and
maintaining the general accounting records of the Fund.
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
(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.
12
<PAGE>
Exchanges and redemptions
Exchanging shares
Minimum investments: $1,000 to establish a new account; $100 to exchange among
existing accounts
* By Telephone
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:
- the name of the Fund and the account number you are exchanging from;
- your name(s) and address as they appear on your account;
- the dollar amount or number of shares you wish to exchange;
- the name of the Fund you are exchanging into; and
- your signature(s) as it appears on your account and a daytime
telephone number.
Send your instructions
by regular 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 Telephone
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 proceeeds of up to $50,000 sent
to your address of record.
* 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
telephone 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.
13
<PAGE>
Transaction information (cont'd)
(Continued from page 11)
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. A confirmation
with complete purchase information is sent shortly after your order is received.
You must include with your payment the order number given at the time the order
is placed. If payment by check or wire is not received within three business
days, the order will be canceled and the shareholder will be responsible for any
loss to the Fund resulting from this cancelation. Telephone orders are not
available for shares held in Scudder IRA accounts and most other Scudder
retirement plan accounts.
By exchange. Your new account will have the same registration and address as
your existing account.
The exchange requirements for corporations, other organizations, trusts,
fiduciaries, agents, institutional investors and retirement plans may be
different from those for regular accounts. Please call 1-800-225-5163 for more
information, including information about the transfer of special account
features.
You can also make exchanges among your Scudder fund accounts on SAIL, the
Scudder Automated Information Line, by calling 1-800-343-2890.
Redeeming shares
The Fund allows you to redeem shares (i.e., sell them back to the Fund) without
redemption fees.
By telephone. This is the quickest and easiest way to sell Fund shares. If you
elected telephone redemption to your bank on your application, you can call to
request that federal funds be sent to your authorized bank account. If you did
not elect telephone redemption to your bank on your application, call
1-800-225-5163 for more information.
Redemption proceeds will be wired to your bank unless otherwise requested. If
your bank cannot receive federal reserve wires, redemption proceeds will be
mailed to your bank. There will be a $5 charge for all wire redemptions.
14
<PAGE>
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 wired
to a predesignated bank account. The Fund uses procedures designed to give
reasonable assurance that telephone instructions are genuine, including
recording telephone calls, testing a caller's identity and sending written
confirmation of telephone transactions. If the Fund does not follow such
procedures, it may be liable for losses due to unauthorized or fraudulent
telephone instructions. The Fund will not be liable for acting upon instructions
communicated by telephone that it reasonably believes to be genuine.
Share price
Purchases and redemptions, including exchanges, are made at net asset value.
Scudder Fund Accounting Corporation determines net asset value per share as of
the close of regular trading on the Exchange, normally 4 p.m. eastern time, on
each day the Exchange is open for trading. Net asset value per share is
calculated by dividing the value of total Fund assets, less all liabilities, by
the total number of shares outstanding.
Processing time
All purchase and redemption requests received in good order by the Fund's
transfer agent in Boston by the close of regular trading on the Exchange are
executed at the net asset value per share calculated at the close of regular
trading that day. Purchase and redemption requests received after the close of
regular trading on the Exchange will be executed the following business day. If
you wish to make a purchase of $500,000 or more, you should notify Scudder
Investor Relations by calling 1-800-225-5163.
The Fund will normally send your redemption proceeds within one business day
following the redemption request, but may take up to seven 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
15
<PAGE>
Transaction information (cont'd)
share price appears evident.
Tax information
A redemption of shares, including an exchange into another Scudder fund, is a
sale of shares and may result in a gain or loss for income tax purposes.
Tax identification number
Be sure to complete the Tax Identification Number section of the Fund's
application when you open an account. Federal tax law requires the Fund to
withhold 31% of taxable dividends, capital gains distributions and redemption
and exchange proceeds from accounts (other than those of certain exempt payees)
without a certified Social Security or tax identification number and certain
other certified information or upon notification from the IRS or a broker that
withholding is required. The Fund reserves the right to reject new account
applications without a certified Social Security or tax identification number.
The Fund also reserves the right, following 30 days' notice, to redeem all
shares in accounts without a certified Social Security or tax identification
number. A shareholder may avoid involuntary redemption by providing the Fund
with a tax identification number during the 30-day notice period.
Minimum balances
Shareholders should maintain a share balance worth at least $1,000, which amount
may be changed by the Board of 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.
16
<PAGE>
A team approach to investing
Scudder International 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 Carol L. Franklin joined Scudder International Fund's
portfolio management team in 1986 and has been responsible for setting the
Fund's investment strategy and overseeing security selection for the Fund's
portfolio since 1992. Ms. Franklin, who has 18 years of experience in finance
and investing, joined Scudder in 1981. Nicholas Bratt, Portfolio Manager,
directs Scudder's overall global equity investment strategies. Mr. Bratt joined
Scudder and the team in 1976. Irene T. Cheng, Portfolio Manager, joined Scudder
and the team in 1993. Ms. Cheng has been a portfolio manager since 1993 and has
11 years of experience in finance and investing. Francisco S. Rodrigo III,
Portfolio Manager, joined Scudder and the team in 1994. Mr. Rodrigo has been
involved with investment in global and international stocks and bonds as a
portfolio manager and analyst since 1989. Joan Gregory, Portfolio Manager,
focuses on stock selection, a role she has played since she joined Scudder in
1992. Ms. Gregory, who joined the team in 1994, has been involved with
investment in global and international stocks as an assistant portfolio manager
since 1989.
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, growth,
tax-free and growth and income funds with a simple toll-free call or, if you
prefer, by sending your instructions through the mail or by fax. Telephone and
fax redemptions and exchanges are subject to termination and their terms are
subject to change at any time by the Fund or the transfer agent. In some cases,
the transfer agent or Scudder Investor Services, Inc. may impose additional
conditions on telephone transactions.
Dividend reinvestment plan
You may have dividends and distributions automatically reinvested in additional
Fund shares. Please call 1-800-225-5163 to request this feature.
Shareholder statements
You receive a detailed account statement every time you purchase or redeem
shares. All of your statements should be retained to help you keep track of
account activity and the cost of shares for tax purposes.
Shareholder reports
In addition to account statements, you receive periodic shareholder reports
highlighting relevant information, including investment results and a review of
portfolio changes.
To reduce the volume of mail you receive, only one copy of most Fund reports,
such as the Fund's Annual Report, may be mailed to your
17 <PAGE>
Shareholder benefits (cont'd)
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.
18
<PAGE>
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.
* 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.
19
<PAGE>
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.
20
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.
21
<PAGE>
How to contact Scudder
Account Service and Information:
For existing account service and transactions
Scudder Investor Relations
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 Relations
1-800-225-2470
For establishing Keogh, 401(k) and 403(b) plans
Scudder Defined Contribution Services
1-800-323-6105
Please address all correspondence to:
The Scudder Funds
P.O. Box 2291
Boston, Massachusetts
02107-2291
Or Stop by a Scudder Funds Center:
Many shareholders enjoy the personal, one-on-one service of the Scudder Funds
Centers. Check for a Funds Center near you--they can be found in the following
cities:
Boca Raton
Boston
Chicago
Cincinnati
Los Angeles
New York
Portland, OR
San Diego
San Francisco
Scottsdale
For information on Scudder Treasurers Trust(tm), an institutional cash
management service for corporations, non-profit organizations and trusts which
utilizes certain portfolios of Scudder Fund, Inc.* ($100,000 minimum), call:
1-800-541-7703.
For information on Scudder Institutional Funds*, funds designed to meet the
broad investment management and service needs of banks and other institutions,
call: 1-800-854-8525.
Scudder Investor Relations and Scudder Funds Centers are services provided
through Scudder Investor Services, Inc., Distributor.
* Contact Scudder Investor Services, Inc., Distributor, to receive a
prospectus with more complete information, including management fees and
expenses. Please read it carefully before you invest or send money.
22
<PAGE>
SCUDDER INTERNATIONAL FUND
A Pure No-Load(TM) (No Sales Charges) Mutual Fund Seeking
Long-Term Growth of Capital Primarily
From Foreign Equity Securities
- --------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
August 1, 1995
- --------------------------------------------------------------------------------
This Statement of Additional Information is not a prospectus and should
be read in conjunction with the prospectus of Scudder International Fund dated
August 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.
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
<S> <C>
THE FUND'S INVESTMENT OBJECTIVE AND POLICIES..........................................................................1
General Investment Objective and Policies....................................................................1
Risk Factors.................................................................................................2
Repurchase Agreements.......................................................................................10
Investment Restrictions.....................................................................................11
PURCHASES............................................................................................................13
Additional Information About Opening An Account.............................................................13
Additional Information About Making Subsequent Investments..................................................13
Checks......................................................................................................13
Wire Transfer of Federal Funds..............................................................................14
Share Price.................................................................................................14
Share Certificates..........................................................................................14
Other Information...........................................................................................14
EXCHANGES AND REDEMPTIONS............................................................................................15
Exchanges...................................................................................................15
Redemption By Telephone.....................................................................................15
Redemption by Mail or Fax...................................................................................16
Redemption-in-Kind..........................................................................................17
Other Information...........................................................................................17
FEATURES AND SERVICES OFFERED BY THE FUND............................................................................17
The Pure No-Load(TM) Concept................................................................................17
Dividend and Capital Gain Distribution Options..............................................................18
Diversification.............................................................................................19
Scudder Funds Centers.......................................................................................19
Reports to Shareholders.....................................................................................19
Transaction Summaries.......................................................................................19
THE SCUDDER FAMILY OF FUNDS..........................................................................................19
SPECIAL PLAN ACCOUNTS................................................................................................23
Scudder Retirement Plans: Profit-Sharing and Money Purchase Pension Plans for
Corporations and Self-Employed Individuals.............................................................23
Scudder 401(k): Cash or Deferred Profit-Sharing Plan for Corporations and
Self-Employed Individuals..............................................................................23
Scudder IRA: Individual Retirement Account.................................................................23
Scudder 403(b) Plan.........................................................................................24
Automatic Withdrawal Plan...................................................................................24
Group or Salary Deduction Plan..............................................................................25
Automatic Investment Plan...................................................................................25
Uniform Transfers/Gifts to Minors Act.......................................................................25
Scudder Trust Company.......................................................................................25
DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS............................................................................26
PERFORMANCE INFORMATION..............................................................................................26
Average Annual Total Return.................................................................................26
Cumulative Total Return.....................................................................................27
Total Return................................................................................................27
Capital Change..............................................................................................27
Comparison of Fund Performance..............................................................................28
FUND ORGANIZATION....................................................................................................32
<PAGE>
INVESTMENT ADVISER...................................................................................................33
Personal Investments by Employees of the Adviser............................................................35
DIRECTORS AND OFFICERS...............................................................................................36
REMUNERATION.........................................................................................................38
DISTRIBUTOR..........................................................................................................39
TAXES................................................................................................................40
PORTFOLIO TRANSACTIONS...............................................................................................43
Brokerage Commissions.......................................................................................43
Portfolio Turnover..........................................................................................44
NET ASSET VALUE......................................................................................................44
ADDITIONAL INFORMATION...............................................................................................45
Experts.....................................................................................................45
Other Information...........................................................................................45
FINANCIAL STATEMENTS.................................................................................................46
APPENDIX
</TABLE>
ii
<PAGE>
THE FUND'S INVESTMENT OBJECTIVE AND POLICIES
(See "Investment objective and policies" and "Additional information
about policies and investments" in the Fund's prospectus.)
Scudder International Fund (the "Fund"), a series of Scudder
International Fund, Inc. (the "Corporation"), is a pure no-load(TM), open-end
management investment company which continuously offers and redeems its shares
at net asset value. It is a company of the type commonly known as a mutual fund.
The Fund is a diversified series of the Corporation.
General Investment Objective and Policies
The Fund's investment objective is to seek long-term growth of capital
primarily through a diversified portfolio of marketable foreign equity
securities selected primarily to permit the Fund to participate in non-U.S.
companies and economies with prospects for growth.
To the extent consistent with the Fund's objective of long-term growth
of capital, as described in the preceding paragraph, it is the policy of the
Fund to provide shareholders with participation in the economies of a number of
countries other than the U.S. The Fund may purchase securities of companies,
wherever organized, which, in the judgment of the Fund's investment adviser,
Scudder, Stevens & Clark, Inc. (the "Adviser"), have their principal activities
and interests outside of the U.S.
The Fund intends to diversify investments among several countries and
to have represented in the portfolio, in substantial proportions, business
activities in not less than three different countries. The Fund may invest in
securities of companies incorporated in the U.S. and having their principal
activities and interests outside of the U.S.
Except as otherwise noted, the Fund's investment objective and policies
may be changed by a vote of the Board of Directors without a shareholder vote.
Achievement of the Fund's investment objective cannot be assured.
The major portion of the Fund's assets consists of equity securities of
established companies listed on recognized exchanges; the Adviser expects this
condition to continue, although the Fund may invest in other securities. Up to
20% of the total assets of the Fund may be invested in debt securities of
foreign governments, supranational organizations and private issuers, including
bonds denominated in the European Currency Unit (ECU). 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 Fund may invest in any type of security including, but not limited
to shares, preferred or common; bonds and other evidences of indebtedness; and
other securities of issuers wherever organized, and not excluding evidences of
indebtedness of governments and their political subdivisions. The Fund, in view
of its investment objective, intends under normal conditions to maintain a
portfolio consisting primarily of a diversified list of equity securities.
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.")
<PAGE>
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
restrictions on resales to institutions, or contractual restrictions on resale)
and more than 10% of its net assets would be invested in securities that are not
readily marketable.
Risk Factors
Foreign Securities. The Fund is intended to provide individual and institutional
investors with an opportunity to invest a portion of their assets in a
diversified group of securities of companies, wherever organized, which do
business primarily outside the U.S., and foreign governments. The Adviser
believes that diversification of assets on an international basis decreases the
degree to which events in any one country, including the U.S., 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 U.S. 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, the Fund is not intended to provide a complete
investment program for an investor.
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 U.S. securities and which may
favorably or unfavorably affect the Fund's performance. As foreign companies are
not generally subject to uniform accounting, 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 securities markets, while
growing in volume of trading activity, have substantially less volume than the
U.S. market, and securities of some foreign issuers are less liquid and more
volatile than securities of domestic issuers. Similarly, volume and liquidity in
most foreign bond markets is less than in the U.S. and, at times, volatility of
price can be greater than in the U.S. Fixed commissions on some foreign
securities exchanges and bid to asked spreads in foreign bond markets are
generally higher than commissions or bid to asked spreads on U.S. markets,
although the Fund will endeavor to achieve the most favorable net results on its
portfolio transactions. There is generally less government supervision and
regulation of securities exchanges, brokers and listed companies than in the
U.S. 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. Payment for
securities without delivery may be required in certain foreign markets. In
addition, with respect to certain foreign countries, there is the possibility of
expropriation or confiscatory taxation, political or social instability, or
diplomatic developments which could affect U.S. investments in those countries.
Moreover, individual foreign economies 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 and balance of
payments position. The management of the Fund seeks to mitigate the risks
associated with the foregoing considerations through continuous professional
management.
Foreign Currencies. Because investments in foreign securities usually will
involve currencies of foreign countries, and because the Fund may hold foreign
currencies and forward contracts, futures contracts and options on foreign
currencies and foreign currency futures contracts, the value of the assets of
the 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
the Fund may incur costs in connection with conversions between various
currencies. Although the 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 the Fund at one rate, while offering a lesser rate of exchange should the
Fund desire to resell that currency to the dealer. The 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 options or forward or futures contracts to purchase or sell
foreign currencies.
2
<PAGE>
Debt Securities. When the Adviser believes that it is appropriate to do so in
order to achieve the Fund's objective of long-term capital growth, the Fund may
invest up to 20% of its total assets in debt securities including bonds of
foreign governments, supranational organizations and private issuers, including
bonds denominated in the ECU. Portfolio debt investments will be selected on the
basis of, among other things, yield, credit quality, and the fundamental
outlooks for currency and interest rate trends in different parts of the globe,
taking into account the ability to hedge a degree of currency or local bond
price risk. The Fund may purchase "investment-grade" bonds, which are those
rated Aaa, Aa, A or Baa by Moody's Investors Service, Inc. ("Moody's) or AAA,
AA, A or BBB by Standard & Poor's ("S&P") or, if unrated, judged to be of
equivalent quality as determined by the Adviser. Moody's considers bonds it
rates Baa to have speculative elements as well as investment-grade
characteristics.
High Yield/High Risk Bonds. The Fund may also purchase, to a limited extent,
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, which usually entail
greater risk (including the possibility of default or bankruptcy of the issuers
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 5% of its total assets in securities rated BB or lower by Moody's or Ba by
S&P, and may invest in securities which are rated D by S&P. Securities rated D
may be in default with respect to payment of principal or interest. 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.
An economic downturn could disrupt the high yield market and impair the
ability of issuers to repay principal and interest. Also, an increase in
interest rates would have a greater adverse impact on the value of such
obligations than on higher quality debt securities. 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, during periods of economic uncertainty,
volatility of high yield securities may adversely affect the 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 and 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 the 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 the Fund to retain or dispose of such
security.
Prices for below investment-grade securities may be affected by
legislative and regulatory developments. For example, new federal rules require
savings and loan institutions to gradually reduce their holdings of this type of
security. Also, Congress has from time to time considered legislation which
would restrict or eliminate the corporate tax deduction for interest payments in
these securities and regulate corporate restructurings. Such legislation may
significantly depress the prices of outstanding securities of this type.
On average, for the fiscal year ended March 31, 1995, the Fund's
holdings in debt securities rated below investment grade by one or more
nationally recognized rating services, or judged by the Adviser to be of
equivalent quality to the established categories of such rating services
comprised less than 5% of the Fund's total assets. For more information
regarding tax issues related to high yield securities, see "TAXES."
Strategic Transactions and Derivatives. The Fund may, but is not required to,
utilize various other investment strategies as described below to hedge various
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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.
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 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.
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For instance, the 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 Fund is 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.
The 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. The
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
Fund expects generally to enter into OTC options that have cash settlement
provisions, although it is 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 the Fund or fails to make a cash
settlement payment due in accordance with the terms of that option, the 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 Fund will engage in OTC option transactions only
with U.S. government securities dealers recognized by the Federal Reserve Bank
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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, in the case of OTC currency
transactions, are determined to be of equivalent credit quality by the Adviser.
The staff of the SEC currently takes the position that OTC options purchased by
the Fund, and portfolio securities "covering" the amount of the 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 the Fund's
limitation on investing no more than 10% of its assets in illiquid securities.
If the 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 the Fund's income. The sale of put options can also provide income.
The 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 the Fund must be "covered" (i.e., the 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 the Fund will receive the option premium to help protect it against
loss, a call sold by the Fund exposes the 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 the Fund to hold a security or
instrument which it might otherwise have sold.
The 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. The Fund will not sell put options if, as a result, more than 50% of
the 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 the Fund may be
required to buy the underlying security at a disadvantageous price above the
market price.
General Characteristics of Futures. The 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 the 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.
The 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 the Fund.
If the 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.
The Fund will not enter into a futures contract or related option
(except for closing transactions) if, immediately thereafter, the sum of the
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amount of its initial margin and premiums on open futures contracts and options
thereon would exceed 5% of the 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. The 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. The 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. The 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 are determined to be of
equivalent credit quality by the Adviser.
The 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 the 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.
The 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 or cross hedging as described
below.
The 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 the Fund has or in which the 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 Fund may also engage in
proxy hedging. Proxy hedging is often used when the currency to which the 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 the 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 the 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
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hedging involves some of the same risks and considerations as other transactions
with similar instruments. Currency transactions can result in losses to the 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 the Fund is engaging in proxy hedging. If the
Fund enters into a currency hedging transaction, the 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. The 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 the 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
Fund may enter are interest rate, currency and index swaps and the purchase or
sale of related caps, floors and collars. The Fund expects to enter into these
transactions primarily to preserve a return or spread on a particular investment
or portion of its portfolio, to protect against currency fluctuations, as a
duration management technique or to protect against any increase in the price of
securities the Fund anticipates purchasing at a later date. The Fund intends to
use these transactions as hedges and not as speculative investments and will not
sell interest rate caps or floors where it does not own securities or other
instruments providing the income stream the Fund may be obligated to pay.
Interest rate swaps involve the exchange by the 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.
The 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 the 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 Fund believe such obligations do not constitute senior securities under
the Investment Company Act of 1940, as amended (the "1940 Act"), and,
accordingly, will not treat them as being subject to its borrowing restrictions.
The 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
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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. The 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. The 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 the 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 Fund segregate liquid high
grade assets with its 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 the 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 the Fund will require the 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 the Fund on an index will require the
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 the Fund requires the
Fund to segregate liquid, high grade assets equal to the exercise price.
Except when the 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 the Fund to buy or sell
currency will generally require the Fund to hold an amount of that currency or
liquid securities denominated in that currency equal to the Fund's obligations
or to segregate liquid high grade assets equal to the amount of the Fund's
obligation.
OTC options entered into by the 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 the
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 the 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 the Fund sells a call option on an index at a time when the in-the-money
amount exceeds the exercise price, the 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 the Fund other than those
above generally settle with physical delivery, or with an election of either
physical delivery or cash settlement and the 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, the Fund must
deposit initial margin and possible daily variation margin in addition to
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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, the 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. The 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, the 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 the Fund. Moreover, instead of segregating assets if the 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.
The 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.")
Repurchase Agreements
The Fund may enter into repurchase agreements with any member bank of
the Federal Reserve System and any 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 the Fund may purchase or to be at least equal to that of
issuers of commercial paper rated within the two highest grades assigned by
Moody's or S&P.
A repurchase agreement provides a means for the Fund to earn income on
funds for periods as short as overnight. It is an arrangement under which the
purchaser (i.e., the Fund) 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 the Fund, or the purchase and repurchase
prices may be the same, with interest at a stated rate due to the Fund together
with the repurchase price upon repurchase. In either case, the income to the
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 the Fund to the seller of the Obligation subject to the repurchase
agreement and is therefore subject to the Fund's investment restriction
applicable to loans. It is not clear whether a court would consider the
Obligation purchased by the Fund subject to a repurchase agreement as being
owned by the Fund or as being collateral for a loan by the 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, the 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 the Fund has not perfected a security interest in the Obligation,
the 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, the
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 the
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 the Fund may incur a loss if the proceeds to the 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), the Fund will direct the seller
10
<PAGE>
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 the Fund will be unsuccessful in seeking
to enforce the seller's contractual obligation to deliver additional securities.
Investment Restrictions
The policies set forth below are fundamental policies of the Fund and
may not be changed without the approval of a majority of the Fund's outstanding
shares. As used in this Statement of Additional Information, a "majority of the
outstanding voting securities of the Fund" means the lesser of (1) 67% or more
of the voting securities present at such meeting, if the holders of more than
50% of the outstanding voting securities of the Fund are present or represented
by proxy; or (2) more than 50% of the outstanding voting securities of the Fund.
The Fund may not:
(1) with respect to 75% of its total assets, taken at market
value, purchase more than 10% of the voting securities of any
one issuer, or invest more than 5% of the value of its total
assets in the securities of any one issuer, except obligations
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities and except securities of other investment
companies;
(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) act as an 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;
(4) make loans to other persons, except (a) loans of portfolio
securities, and (b) to the extent the entry into repurchase
agreements and the purchase of debt securities in accordance
with its investment objectives and investment policies may be
deemed to be loans;
(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); and
(6) purchase or sell physical commodities or contracts relating to
physical commodities.
The Fund will not as a matter of nonfundamental policy:
(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 assets
in another investment company, and may not invest more than
10% of its 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;
11
<PAGE>
(d) 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 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;
(e) 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;
(f) purchase securities of any issuer with a record of less than
three years continuous operations, including predecessors, and
in equity securities which are not readily marketable except
U.S. Government securities, and obligations issued or
guaranteed by any foreign government or its agencies or
instrumentalities, 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;
(g) 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;
(h) 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 fair
market value 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;
(i) 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);
(j) borrow money in excess of 5% of its total assets (taken at
market value) except for temporary or emergency purposes or
borrow other than from banks;
(k) 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 total 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);
(l) invest more than 20% of its total assets in debt securities
(including convertible securities) or more than 5% of its
total assets in securities rated BB/Ba or below by Moody's or
S&P or the equivalent;
(m) 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; or
(n) purchase or sell real estate limited partnership interests.
In addition to the foregoing restrictions, it is not the policy of the
Fund to concentrate its investments in any particular industry and the Fund's
management does not intend to make acquisitions in particular industries which
would increase the percentage of the market value of the Fund's assets above 25%
for any one industry. The Fund may not deviate from such policy without a vote
of a majority of the outstanding shares as provided by the 1940 Act.
12
<PAGE>
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, the Fund.
PURCHASES
(See "Purchases" and "Transaction information" in the Fund's
prospectus.)
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, telegram, 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 number 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 02101, ABA Number 011000028, DDA
Account 9903-5552. The investor must give the Scudder fund name, account name
and the new account number. Finally, the investor must send a 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, telegram, 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 the 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 three (3) 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 the Fund or the principal underwriter by
reason of such cancellation. If the purchaser is a shareholder, the Fund shall
have the authority, as agent of the shareholder, to redeem shares in the account
in order to reimburse the 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 the 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, the Fund reserves the right to cancel the purchase immediately
and the purchaser will be responsible for any loss incurred by the Fund or the
principal underwriter by reason of such cancellation. If the purchaser is a
shareholder, the Fund shall have the authority, as agent of the shareholder, to
redeem shares in the account in order to reimburse the 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.
13
<PAGE>
Wire Transfer of Federal Funds
To obtain the net asset value determined as of the close of regular
trading on the New York Stock Exchange ("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 the Fund prior to the regular close
of 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, the 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 presently closed on certain holidays although the
Exchange may be open. These holidays are 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 federal funds
on behalf of the Fund.
Share Price
Purchases will be filled without sales charge at the net asset value
next computed after receipt of the purchase order 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 the
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 the Fund's management to afford ease of
redemption, certificates will not be issued to indicate ownership in the Fund.
Share certificates now in a shareholder's possession may be sent to the Fund's
Transfer Agent for cancellation and credit to such shareholder's account.
Shareholders who prefer may hold the certificates in their possession until they
wish to exchange or redeem such shares.
Other Information
If purchases or redemptions of Fund shares are arranged and settlement
is made at an investor's election 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 of the Fund and Scudder Investor Services, Inc.,
the Fund's principal underwriter, each has the right to limit the amount of
purchases by and to refuse to sell to any person and each may suspend or
terminate the offering of shares of the 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., from exempt organizations a certification of exempt status), may be
returned to the investor if a correct, certified tax identification number and
certain other required certificates are not supplied.
The 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.
14
<PAGE>
EXCHANGES AND REDEMPTIONS
(See "Exchanges and redemptions" and "Transaction information" in the Fund's
prospectus.)
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 the
Fund's prospectus.
Exchange orders received before the close of regular trading on the
Exchange on any business day ordinarily will be executed at 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, at current net asset value, through
Scudder's Automatic Exchange Program. Exchanges must be for a minimum of $50.
Shareholders may add this free feature over the telephone 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 Corporation 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.
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. The 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 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. The Fund
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.
Redemption By Telephone
Shareholders currently receive the right, automatically without having
to elect it, to redeem by telephone up to $50,000 to their address of record.
Shareholders may also request by telephone to have the proceeds mailed or wired
15
<PAGE>
to their predesignated bank account. In order to request wire 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 the telephone redemption
privilege 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 a 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.
The 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 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.
Redemption by Mail or Fax
Any existing share certificates representing shares being redeemed must
accompany a request for redemption and be duly endorsed or accompanied by a
proper stock assignment form with signature(s) guaranteed.
In order to ensure proper authorization before redeeming shares, the
Transfer Agent may request additional 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 share certificates or 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 (7) business days
after receipt by the Transfer Agent of a request for redemption that complies
with the above requirements. Delays of more than seven (7) 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.
16
<PAGE>
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 into 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 that Fund at the beginning of the
period.
Other Information
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. The Fund does not
impose a redemption or 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 may be suspended at times and a
shareholder's right to redeem shares and to receive payment therefore 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 the Fund of securities owned by it is not reasonably
practicable or it is not reasonably practicable for the Fund fairly to determine
the value of its net assets, or (d) during which the Securities and Exchange
Commission (the "Commission"), 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 Commission (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 Fund to below $1,000 in value, the Fund will notify the shareholder that,
unless the account balance is brought up to at least $1,000, the Fund 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
$1,000 before any action will be taken by the Fund. (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 FUND
(See "Shareholder benefits" in the Fund's prospectus.)
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.
17
<PAGE>
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 with 0.75% No-Load Fund with
YEARS Pure No-Load(TM)Fund 8.50% Load Fund 12b-1 Fee 0.25% 12b-1 Fee
- -------------------------------------------------------------------------------------------------------------------
<S> <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 the
Fund's prospectus for more specific information about the rates at which
management fees and other expenses are assessed.
Dividend and Capital Gain Distribution Options
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 may 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 or by sending written instructions to the Transfer
Agent. Please include your account number with your written request. See "How to
Contact Scudder" in the Prospectus for the address.
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
18
<PAGE>
DistributionsDirect Program, and whose predesignated checking account of record
is with a member bank of 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.
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.
Diversification
Your investment represents an interest in a large, diversified
portfolio of carefully selected securities. Diversification may protect you
against the possible risks associated with concentrating in fewer securities or
in a specific market section.
Scudder Funds Centers
Investors may visit any of the Centers maintained by Scudder Investor
Services, Inc. listed in the Fund's Prospectus. 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 prospectus.
Reports to Shareholders
The Fund 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
Fund presently intends to distribute to shareholders informal quarterly reports
during the intervening quarters, containing certain performance and investment
highlights of the 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 Fund's prospectus.)
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.
19
<PAGE>
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.
- ------------------------
* These funds are not available for sale in all states. For information,
contact Scudder Investor Services, Inc.
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<PAGE>
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.
- ------------------------
* These funds are not available for sale in all states. For information,
contact Scudder Investor Services, Inc.
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<PAGE>
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.
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.
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<PAGE>
SPECIAL PLAN ACCOUNTS
(See "Scudder tax-advantaged retirement plans," "Purchases--By Automatic
Investment Plan" and "Exchanges and redemptions--By Automatic Withdrawal
Plan" in the Fund's prospectus.)
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
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<PAGE>
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.)
<TABLE>
<CAPTION>
Value of IRA at Age 65
Assuming $2,000 Deductible Annual Contribution
- ---------------------------- ------------------------- -------------------------- -------------------------
Starting Annual Rate of Return
Age of ------------------------------------------------------------------------------
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.)
<TABLE>
<CAPTION>
Value of a Non-IRA Account at
Age 65 Assuming $1,380 Annual Contributions
(post tax, $2,000 pretax) and a 31% Tax Bracket
- ---------------------------- ------------------------- -------------------------- -------------------------
Starting Annual Rate of Return
Age of ------------------------------------------------------------------------------
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 the Fund's prospectus. Any such requests must
be received by the Fund's 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 the Fund under the Plan have been
liquidated or upon receipt by the Corporation of notice of death of the
shareholder.
24
<PAGE>
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.
25
<PAGE>
DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
(See"Distribution and performance information -- Dividends and
capital gains distributions" in the Fund's prospectus.)
The 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. The 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,
the 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 the Fund does not distribute the amount of capital gain and/or
ordinary income required to be distributed by an excise tax provision of the
Code, the Fund may be subject to that excise tax. (See "TAXES.") In certain
circumstances, the Fund may determine that it is in the interest of shareholders
to distribute less than the required 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 dividends paid deduction on its federal tax return.
The Fund intends to distribute its investment company taxable income
and any net realized capital gains in November or December to avoid federal
excise tax, although an additional distribution may be made within three months
of the Fund's fiscal year end (March 31), if necessary.
Both types of distributions will be made in shares of the Fund 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 Fund issues 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 Fund's prospectus.)
From time to time, quotations of the Fund's 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, five years, and ten years, all ended on the
last day of a recent calendar quarter. Average annual total return quotations
reflect changes in the price of the Fund's 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):
26
<PAGE>
T = (ERV/P)^(1/n) - 1
Where:
P = a hypothetical initial investment of $1,000
T = Average Annual Total Return
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 years ended March 31, 1995
One Year Five Years Ten Years
-2.02% 5.92% 15.12%
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 Fund's 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 years ended March 31, 1995
One Year Five Years Ten Years
-2.02% 33.33% 308.79%
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 Fund's 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 the Fund will
vary based on changes in market conditions and the level of the Fund's expenses.
27
<PAGE>
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 the 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, the 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 of the 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 of the 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 Fund. 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 the 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, this 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, the 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, the Fund's performance may also be
compared to the performance of broad groups of comparable mutual funds.
Unmanaged indices with which the Funds performance may be compared include, but
are not limited to, the following:
The Europe/Australia/Far East (EAFE) Index
International Finance Corporation's Latin America Investable Total Return 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 unmanaged 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 the Fund, and is not a guarantee of future results.
28
<PAGE>
X-Y CHART - EFFICIENT FRONTIER
MSCI EAFE vs. S&P 500 (12/31/84-12/31/94)
CHART DATA:
Total Standard
Return Deviation
------ ---------
19.35 17.55 100% Int'l MSCI EAFE
18.13 17.23 10 US/90 Int'l
17.03 16.91 20/80
16.07 16.59 30 U.S./70 Int'l
15.29 16.27 40/60
14.7 15.96 50 U.S./50Int'l
14.34 15.64 60/40
14.21 15.32 70 U.S./30 Int'l
14.33 15.00 80/20
14.69 14.68 90 U.S./10 Int'l
15.27 14.36 100% U.S. S&P 500
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 Fund, the Fund's 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 Fund. 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 Fund 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 Fund. The
description may include a "risk/return spectrum" which compares the Fund 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 Fund 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.
29
<PAGE>
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 Fund, including reprints of, or selections from, editorials or
articles about this Fund. Sources for Fund performance information and articles
about the Fund 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.
30
<PAGE>
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.
Value Line, an independent organization that provides biweekly performance and
other information on mutual funds.
Wall Street Journal, a Dow Jones and Company, Inc. newspaper which regularly
covers financial news.
31
<PAGE>
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.
FUND ORGANIZATION
(See "Fund organization" in the Fund's prospectus.)
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 U.S. 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, Scudder Pacific Opportunities Fund, both organized in December 1992 and
Scudder Greater Europe Growth Fund, organized in October 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.
32
<PAGE>
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 nor of changing the method of
distribution of shares of the Fund.
The Corporation's Amended and Restated Articles 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 Fund's
prospectus.)
Scudder, Stevens & Clark, Inc., an investment counsel firm, acts as
investment adviser to the Fund. This organization is one of the most experienced
investment management firms in the U.S. 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 Fund, the first mutual fund
available in the U.S. investing internationally in securities of issuers in
several foreign countries. The firm reorganized from a partnership to a
corporation on June 28, 1985.
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 the Fund may invest, the conclusions and
investment decisions of the Adviser with respect to the Fund are based primarily
on the analyses of its own research department.
33
<PAGE>
Certain investments may be appropriate for the Fund and also for other
clients advised by the Adviser. Investment decisions for the Fund 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 the Fund. Purchase and sale orders for the Fund may be combined with
those of other clients of the Adviser in the interest of achieving the most
favorable net results to the Fund.
The Investment Management Agreement (the "Agreement") dated December
14, 1990 was approved by the shareholders of the Fund on December 13, 1990, and
by the Directors of the Fund on September 7, 1994. The Agreement will continue
in effect until September 30, 1995 and from year to year thereafter only if its
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 Fund, cast in person at a meeting called for the purpose of voting on such
approval, and either by a vote of the Fund's Directors or of a majority of the
outstanding voting securities of the Fund. The Agreement 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 its assignment.
Under the Agreement, the Adviser regularly provides the Fund with
continuing investment management for the Fund's portfolio consistent with the
Fund's investment objectives, policies and restrictions and determines what
securities shall be purchased, held or sold and what portion of the Fund's
assets shall be held uninvested, subject to the 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 the Fund may from time to time establish.
Under the Agreement, the Adviser renders significant administrative
services (not otherwise provided by third parties) necessary for the 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 Fund (such as the Fund's transfer agent, pricing
agents, custodian, accountants and others); preparing and making filings with
the Commission and other regulatory agencies; 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 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 Fund's books and
records to the extent not otherwise maintained by a third party; assisting in
establishing accounting policies of the Fund; assisting in the resolution of
accounting and legal issues; establishing and monitoring the Fund's operating
budget; processing the payment of the Fund's bills; assisting the Fund in, and
otherwise arranging for, the payment of distributions and dividends and
otherwise assisting the Fund in the conduct of its business, subject to the
direction and control of the Directors.
The Adviser pays the compensation and expenses (except those of
attending Board and committee meetings outside New York, New York or Boston,
Massachusetts) of all Directors, officers and executive employees of the Fund
affiliated with the Adviser and makes available, without expense to the Fund,
the services of such Directors, officers and employees of the Adviser as may
duly be elected officers of the Fund, subject to their individual consent to
serve and to any limitations imposed by law, and provides the Fund's office
space and facilities.
For these services the Fund pays the Adviser a fee equal to 0.90 of 1%
of the first $500 million of average daily net assets, 0.85 of 1% of the next
$500 million, 0.80 of 1% of the next $1 billion and 0.75 of 1% of such assets in
excess of $2 billion, 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.
Prior to September 8, 1994 the Adviser received an investment
management fee equal, on an annual basis, to 1.00% of the first $200 million of
average daily net assets; 0.90% of the next $200 million of such assets; 0.85%
of the next $400 million of such assets and 0.80% of such assets in excess of
$800 million.
34
<PAGE>
The net investment advisory fees for the fiscal years ended March 31,
1995, 1994 and 1993 were $19,032,146, $14,695,765 and $9,050,383, respectively.
Under the Agreement the Fund is responsible for all of its other
expenses including: fees and expenses incurred in connection with membership in
investment company organizations; brokers' commissions; legal, auditing and
accounting expenses; the calculation of net asset value; taxes and governmental
fees; the fees and expenses of the Transfer Agent; the cost of preparing share
certificates or 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 Fund 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 Fund may arrange to have third parties assume
all or part of the expenses of sale, underwriting and distribution of shares of
the Fund. The 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 Fund with
respect thereto.
The Agreement expressly provides that the Adviser shall not be required
to pay a pricing agent of the Fund for portfolio pricing services, if any.
The Agreement requires the Adviser to reimburse the Fund for all or a
portion of advances of its management fee to the extent annual expenses of the
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. For the fiscal years ended March
31, 1995, 1994 and 1993 the Fund's ratio of operating expenses to average net
assets equaled 1.19%, 1.21% and 1.26%, respectively. Any such fee advance
required to be returned to the Fund will be returned as promptly as practicable
after the end of the Fund's 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 Agreement also provides that the Fund may use any name derived from
the name "Scudder, Stevens & Clark" only as long as the Agreement or any
extension, renewal or amendment thereof remains in effect.
In reviewing the terms of the Agreement and in discussions with the
Adviser concerning such Agreement, the Directors of the Fund who are not
"interested persons" of the Adviser are represented by independent counsel at
the Fund's expense. Dechert Price & Rhoads acts as general counsel for the Fund.
The Agreement provides that the Adviser shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the 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 Fund may have dealings with
the Fund as principals in the purchase or sale of securities, except as
individual subscribers to or holders of shares of the Fund.
Personal Investments by Employees of the Adviser
Employees of the Adviser are permitted to make personal securities
transactions, subject to requirements and restrictions set forth in the
Adviser's Code of Ethics. The Code of Ethics contains provisions and
requirements designed to identify and address certain conflicts of interest
between personal investment activities and the interests of investment advisory
clients such as the Fund. Among other things, the Code of Ethics, which
35
<PAGE>
generally complies with standards recommended by the Investment Company
Institute's Advisory Group on Personal Investing, prohibits certain types of
transactions absent prior approval, imposes time periods during which personal
transactions may not be made in certain securities, and requires the submission
of duplicate broker confirmations and monthly reporting of securities
transactions. Additional restrictions apply to portfolio managers, traders,
research analysts and others involved in the investment advisory process.
Exceptions to these and other provisions of the Code of Ethics may be granted in
particular circumstances after review by appropriate personnel.
<TABLE>
<CAPTION>
DIRECTORS AND OFFICERS
Position with
Underwriter,
Scudder Investor
Name and Address Position with Fund Principal Occupation** Services, Inc.
- ---------------- ------------------ ---------------------- --------------
<S> <C> <C> <C>
Edmond D. Villani #@* Chairman of the Board President and Managing Director of --
and Director Scudder, Stevens & Clark, Inc.
Nicholas Bratt #* President and Director Managing Director of Scudder, --
Stevens & Clark, Inc.
Paul Bancroft III Director Venture Capitalist and Consultant; --
Cheston Lane Retired President, Chief Executive
Rt. 2 Box 314E Officer and Director, Bessemer
Queenstown, MD 21658 Securities Corporation
Thomas J. Devine Director Consultant --
641 Lexington Avenue
New York, NY 10022
William H. Gleysteen, Jr. Director President, The Japan Society, Inc. --
The Japan Society, Inc. (1989 to present);Vice President of
333 East 47th Street Studies, Council on Foreign
New York, NY 10017 Relations (1987-1989)
William H. Luers Director President, The Metropolitan Museum --
The Metropolitan of Art (1986 to present)
Museum of Art
1000 Fifth Avenue
New York, NY 10028
Wilson Nolen Director Consultant (1989 to present); --
1120 Fifth Avenue Corporate Vice President, Becton,
New York, NY 10128 Dickinson & Company (manufacturer of
medical and scientific products)
until 1989
Juris Padegs #@* Director, Vice Managing Director of Scudder, Vice President &
President and Stevens & Clark, Inc. Director
Assistant Secretary
Daniel Pierce +* Director Chairman of the Board and Managing Vice President,
Director of Scudder, Stevens & Director & Assistant
Clark, Inc. Treasurer
36
<PAGE>
Position with
Underwriter,
Scudder Investor
Name and Address Position with Fund Principal Occupation** Services, Inc.
- ---------------- ------------------ ---------------------- --------------
Gordon Shillinglaw Director Professor Emeritus of Accounting, --
196 Villard Avenue Columbia University Graduate School
Hastings-on-Hudson, NY 10706 of Business
Robert G. Stone, Jr. Director Chairman of the Board and Director, --
405 Lexington Ave Kirby Corporation (inland and
New York, NY 10174 offshore marine transportation and
diesel repairs)
Robert W. Lear Honorary Director Executive-in-Residence,
429 Silvermine Road Visiting Professor,
New Canaan, CT 06840 Columbia University
Graduate School of Business
Carol L. Franklin # Vice President Principal of Scudder, Stevens & --
Clark, Inc.
Edmund B. Games, Jr. + Vice President Principal of 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 Scudder, Stevens & Vice President,
Clark, Inc. Director, Treasurer &
Assistant Clerk
David S. Lee + Vice President and Managing Director of Scudder, President, Assistant
Assistant Treasurer Stevens & Clark, Inc. Treasurer and Director
Thomas F. McDonough + Vice President and Principal of Scudder, Stevens & Clerk
Secretary Clark, Inc.
Pamela A. McGrath + Vice President and Principal of Scudder, Stevens & --
Treasurer Clark, Inc.
Edward J. O'Connell # Vice President and Principal of Scudder, Stevens & Assistant Treasurer
Assistant Treasurer Clark, Inc.
Kathryn L. Quirk # Vice President and Managing Director of Scudder, Vice President
Assistant Secretary Stevens & Clark, Inc.
William F. Truscott + Vice President Principal of Scudder, Stevens & --
Clark, Inc.
Richard W. Desmond # Assistant Secretary Vice President of Scudder, Stevens & Vice President
Clark, Inc.
37
<PAGE>
Position with
Underwriter,
Scudder Investor
Name and Address Position with Fund Principal Occupation** Services, Inc.
- ---------------- ------------------ ---------------------- --------------
Coleen Downs Dinneen + Assistant Secretary Vice President of Scudder, Stevens & Assistant Clerk
Clark, Inc.
* Messrs. Villani, Bratt, Padegs and Pierce are considered by the 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.
** 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
</TABLE>
As of June 30, 1995, all Directors and officers of the Fund as a group
owned beneficially (as that term is defined under Section 13(d) of the
Securities Exchange Act) less than 1% of the shares of the Fund outstanding on
such date.
As of June 30, 1995, _________ shares in the aggregate, _____% of the
outstanding shares of the Fund, were held in the name of Charles Schwab, c/o
Charles Schwab & Co., Inc., Attn: Mutual Fund Department, 101 Montgomery Street,
San Francisco, CA 94104-4122, who may be deemed to be the beneficial owner of
certain of these shares, but disclaims any beneficial ownership therein.
To the best of the Fund's knowledge, as of June 30, 1995 no person
owned beneficially (as so defined) more than 5% of the Fund's outstanding shares
except as stated above.
The Directors and officers of the Fund also serve in similar capacities
with other Scudder Funds.
REMUNERATION
Several of the officers and Directors of the Fund may be officers or
employees of the Adviser, Scudder Service Corporation, Scudder Trust Company,
Scudder Investor Services, Inc. or Scudder Fund Accounting Corporation and
participate in the fees paid by the Fund. The Fund pays no direct remuneration
to any officer of the Fund. However, each of the Fund's Directors who is not
affiliated with the Adviser will be paid by the Fund. 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 Fund 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 March 31, 1995 such fees totaled $61,500.
The following Compensation Table provides, in tabular form, the following data:
Column (1) All Trustees who receive compensation from the Corporation.
Column (2) Aggregate compensation received by a Director from all series of the
Corporation.
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 the Corporation 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). Generally, compensation received by
a Director for serving on the board of a closed-end fund is greater than the
compensation received by a Director for serving on the board of an open-end
fund.
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<TABLE>
<CAPTION>
Compensation Table
for the year ended December 31, 1994
=========================== ==================================== =================== ================ ===================
(1) (2) (3) (4) (5)
Pension or Total
Retirement Estimated Compensation From
Benefits Accrued Annual the Corporation
Name of Person, Aggregate Compensation from the As Part of Fund Benefits Upon and Fund Complex
Position Corporation* Expenses Retirement Paid to Director
=========================== ==================================== =================== ================ ===================
<S> <C> <C> <C> <C>
Paul Bancroft III, $ 26,600 N/A N/A $ 120,238
Director (14 funds)
Thomas J. Devine, $ 26,600 N/A N/A $ 115,656
Director (16 funds)
William H. Gleysteen, $ 26,150 $3,804 $3,000 $ 117,017
Jr., Director (12 funds)
William H. Luers, $ 26,150 N/A N/A $ 83,713
Director (10 funds)
Wilson Nolen, $ 26,600 N/A N/A $ 132,023
Director (15 funds)
Gordon Shillinglaw, $ 29,000 N/A N/A $ 89,570
Director (14 funds)
Robert G. Stone, Jr., $ 26,600 $6,289 $6,000 $ 146,727
Director (15 funds)
* The Corporation consists of four funds: Scudder International Fund,
Scudder Latin America Fund, Scudder Pacific Opportunities Fund and
Scudder Greater Europe Growth Fund.
</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 September 17, 1992 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 the Fund. The underwriting
agreement was last approved by the Directors on September 7, 1994.
Under the underwriting agreement, the Fund is responsible for: the
payment of all fees and expenses in connection with the preparation and filing
with the Commission 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 the 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 the 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 Fund 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
39
<PAGE>
advertising in connection with the offering of shares of the 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 the Fund, unless a Rule 12b-1 Plan is in effect
which provides that the Fund shall bear some or all of such expenses.
Note: Although the Fund does not currently have a 12b-1 Plan, and the
Directors have no current intention of adopting one, the Fund would
also pay those fees and expenses permitted to be paid or assumed by the
Fund pursuant to a 12b-1 Plan, if any, were adopted by the Fund,
notwithstanding any other provision to the contrary in the underwriting
agreement.
As agent, the Distributor currently offers shares of the Fund on a
continuous basis to investors in all states in which shares of the 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 the Fund.
TAXES
(See "Distribution and performance information -- Dividends and
capital gains distributions" and "Transaction information--Tax information,
Tax identification number" in the Fund's prospectus.)
The 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. 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.
The 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 the 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 the Fund. Presently, the
Fund has no capital loss carryforwards.
If any net realized long-term capital gains in excess of net realized
short-term capital losses are retained by the Fund for reinvestment, requiring
federal income taxes to be paid thereon by the Fund, the 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 the 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.
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 the Fund's gross income. If any such dividends constitute a
portion of the Fund's gross income, a portion of the income distributions of the
Fund may be eligible for the 70% deduction for dividends received by
corporations. Shareholders will be informed of the portion of dividends which so
40
<PAGE>
qualify. The dividends-received deduction is reduced to the extent the shares of
the Fund with respect to which the dividends are received are treated as
debt-financed under federal income tax law and is eliminated if either those
shares or the shares of the Fund are deemed to have been held by the Fund or the
shareholders, as the case may be, 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 the 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 ($40,050 for married individuals filing a joint return,
with a phase-out of the deduction for adjusted gross income between $40,050 and
$50,000; $25,050 for a single individual, with a phase-out for adjusted gross
income between $25,050 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 the Fund result in a reduction in the net asset value
of the 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.
The 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 the Fund to foreign countries (which
taxes relate primarily to investment income). The Fund may make an election
under Section 853 of the Code, provided that more than 50% of the value of the
total assets of the 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 the 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
41
<PAGE>
will not be able to claim either a credit or a deduction for their pro rata
portion of such taxes paid by the 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
the Fund will be subject to tax under Section 1234 of the Code. In general, no
loss will be recognized by the 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 the Fund's holding period for the option, and
in the case of the exercise of a put option, on the 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 stock in the Fund's portfolio similar to the stocks on which the
index is based. If the 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 a call option is exercised, the
character of the gain or loss depends on the holding period of the underlying
stock.
Positions of the 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 the 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 Fund.
Many futures and forward contracts entered into by the Fund and listed
nonequity options written or purchased by the 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 the Fund will be treated as ordinary income or loss.
Subchapter M of the Code requires the 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. The 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 the Fund may undertake may be
limited.
Under the Code, gains or losses attributable to fluctuations in
exchange rates which occur between the time the Fund accrues receivables or
liabilities denominated in a foreign currency and the time the 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 the Fund's investment company taxable
income to be distributed to its shareholders as ordinary income.
If the Fund invests in stock of certain foreign investment companies,
the 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 the Fund's holding period for the stock. The distribution
or gain so allocated to any taxable year of the Fund, other than the taxable
year of the excess distribution or disposition, would be taxed to the 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 the Fund's investment company taxable income
and, accordingly, would not be taxable to the Fund to the extent distributed by
the Fund as a dividend to its shareholders.
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<PAGE>
Proposed regulations have been issued which may allow the Fund to make
an election to mark to market its shares of these foreign investment companies
in lieu of being subject to U.S. federal income taxation. At the end of each
taxable year to which the election applies, the Fund would report as ordinary
income the amount by which the fair market value of the foreign company's stock
exceeds the Fund's adjusted basis in these shares. No mark to market losses
would be recognized. The effect of the election would be to treat excess
distributions and gain on dispositions as ordinary income which is not subject
to a fund level tax when distributed to shareholders as a dividend.
Alternatively, the Fund may elect to include as income and gain its share of the
ordinary earnings and net capital gain of certain foreign investment companies
in lieu of being taxed in the manner described above.
If the 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 the 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
the Fund in a written notice to shareholders.
The Fund will be required to report to the Internal Revenue Service
("IRS") 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 31% 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 the Fund may be subject to state and local taxes on
distributions received from the Fund and on redemptions of the 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 the 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 the Fund through the Distributor which in turn places orders on
behalf of the Fund with issuers, underwriters or other brokers and dealers. The
Distributor receives no commissions, fees or other remuneration from the Fund
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 Fund's 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 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.
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<PAGE>
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
Fund. 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 the 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 the 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.
Although certain research, market and statistical information from
brokers and dealers can be useful to the 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 Fund, and not all such
information will be used by the Adviser in connection with the 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 Fund.
The Directors intend to review whether the recapture for the benefit of
the Fund of some portion of the brokerage commissions or similar fees paid by
the Fund on portfolio transactions is legally permissible and advisable. Within
the past three years no such recapture has been effected.
In the fiscal years ended March 31, 1995, 1994 and 1993, the Fund paid
brokerage commissions of _________, $4,769,882 and $2,057,821, respectively. For
the fiscal year ended March 31, 1995, ________ (____%) of the total brokerage
commissions paid by the Fund resulted from orders for transactions, placed
consistent with the policy of seeking to obtain 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 _______ (____% of all brokerage transactions). The
balance of such brokerage was not allocated to particular broker or dealer with
regard to the above-mentioned or other special factors.
Portfolio Turnover
The Fund's average annual portfolio turnover rate is the ratio of the
lesser of sales or purchases to the monthly average value of the portfolio
securities owned during the year, excluding all securities with maturities or
expiration dates at the time of acquisition of one year or less. The Fund's
portfolio turnover rates for the fiscal years ended March 31, 1995 and 1994 were
46.3% and 39.9%, respectively. Purchases and sales are made for the Fund's
portfolio whenever necessary, in management's opinion, to meet the Fund's
objective.
NET ASSET VALUE
The net asset value of shares of the 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
44
<PAGE>
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 Fund's 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 the Fund included in the prospectus 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 the Fund will be made at prices
different from those prevailing at the time they may be reflected in a regular
report to shareholders of the 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 the Fund is 811165-10-9.
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The Fund has a fiscal year end of March 31.
The Fund employs Brown Brothers Harriman and Company, 40 Water Street,
Boston, Massachusetts 02109 as Custodian for the Fund.
The firm of Dechert Price & Rhoads is counsel to the Fund.
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 the 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 Fund pays Service Corporation an annual fee of
$17.55 for each account maintained for a participant. The fee incurred by the
Fund to Service Corporation for the year ended March 31, 1995, amounted to
$3,119,691.
Scudder Fund Accounting Corporation, Two International Place, Boston,
Massachusetts, 02110-4103, a wholly-owned subsidiary of the Adviser, computes
net asset value for the Fund. The Fund pays Scudder Fund Accounting Corporation
an annual fee equal to 0.065% of the first $150 million of average daily net
assets, 0.040% of such assets in excess of $150 million, 0.020% of such assets
in excess of $1 billion, plus holding and transaction charges for this service.
The Fund's prospectus and this Statement of Additional Information omit
certain information contained in the Registration Statement which the Fund has
filed with the Commission under the Securities Act of 1933 and reference is
hereby made to the Registration Statement for further information with respect
to the Fund and the securities offered hereby. This Registration Statement and
its amendments are available for inspection by the public at the Commission in
Washington, D.C.
FINANCIAL STATEMENTS
The Fund's Annual Report for the fiscal year ended March 31, 1995,
together with the Report of Independent Accountants, is incorporated into this
Statement of Additional Information by reference in its entirety.
46
<PAGE>
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.
<PAGE>
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>
Scudder
International
Fund
Annual Report
March 31, 1995
This information must be preceded or accompanied by a current prospectus.
Portfolio changes should not be considered recommendations for action by
individual investors.
o A fund offering opportunities for long-term growth of capital primarily
from foreign equity securities.
o A pure no-load(TM) fund with no commissions to buy, sell, or exchange
shares.
<PAGE>
SCUDDER INTERNATIONAL FUND
- --------------------------------------------------------------------------------
CONTENTS
2 Highlights
3 Letter from the Fund's Chairman
4 Performance Update
5 Portfolio Summary
6 Portfolio Management Discussion
10 Investment Portfolio
18 Financial Statements
21 Financial Highlights
22 Notes to Financial Statements
28 Report of Independent Accountants
29 Tax Information
29 Officers and Directors
30 Investment Products and Services
31 How to Contact Scudder
HIGHLIGHTS
o The Fund produced a -2.02% total return for the 12 months ended March 31,
1995, in an environment of periodic but significant market volatility.
o During the year, the Fund increased exposure to economically sensitive
companies in several countries in light of continued global growth.
o The Fund added to investments in energy stocks in anticipation of increased
worldwide demand for oil and other energy sources.
o Holdings of gold and other metals-related stocks were also increased during
the year.
2
<PAGE>
LETTER FROM THE FUND'S CHAIRMAN
- --------------------------------------------------------------------------------
Dear Shareholders,
Investors' concerns over the prospect of inflationary economic growth
abated in recent months, after creating so much turmoil in the world's
investment markets in 1994. However, most international markets have been
sluggish or declining in local currency terms for much of 1995 due to a variety
of economic and political disruptions. On the positive side, the continued
weakness of the U.S. dollar improved dollar-based returns in Japan and Europe,
where currencies generally grew stronger.
As of this writing, financial markets cannot seem to make up their
collective minds whether the current slowing pace of expansion is anything more
than a temporary disruption in the world growth cycle or the beginning of a
full-fledged recession. At this point, however, 1995 is on its way to becoming
the second full year of global economic expansion. Although interest rates
through the first quarter of 1995 are significantly higher than at this time
last year, the corporate sector continues to generate profits, thanks to
improved efficiencies and months of debt reduction.
As events in the world's economic and capital markets unfold, the portfolio
managers of Scudder International Fund will continue to seek long-term capital
appreciation through a diversified portfolio of foreign stocks believed to offer
attractive growth potential. If you have questions about your Fund or your
investments, please call a Scudder Investor Relations representative at
1-800-225-2470. Page 31 provides more information on how to contact Scudder.
Thank you for choosing Scudder International Fund to help meet your investment
needs.
Sincerely,
/s/Edmond D. Villani
Edmond D. Villani
Chairman,
Scudder International Fund
3
<PAGE>
Scudder International Fund
Performance Update as of March 31, 1995
- -----------------------------------------------------------------
Growth of a $10,000 Investment
- -----------------------------------------------------------------
Scudder International Fund
- ----------------------------------------
Total Return
Period Growth -------------
Ended of Average
3/31/95 $10,000 Cumulative Annual
- --------- ------- ---------- -------
1 Year $ 9,798 -2.02% -2.02%
5 Year $13,333 33.33% 5.92%
10 Year $40,879 308.79% 15.12%
MSCI EAFE & Canada Index
- --------------------------------------
Total Return
Period Growth -------------
Ended of Average
3/31/95 $10,000 Cumulative Annual
- --------- ------- ---------- -------
1 Year $10,602 6.02% 6.02%
5 Year $13,559 35.59% 6.28%
10 Year $44,569 345.69% 16.11%
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:
Yearly periods ended March 31
Scudder International Fund
Year Amount
- ----------------------
85 10000
86 16417
87 23014
88 22905
89 26188
90 30660
91 31108
92 31164
93 34005
94 41722
95 40879
MSCI EAFE & Canada Index
Year Amount
- ----------------------
85 10000
86 17905
87 28574
88 33028
89 36876
90 32869
91 33671
92 31073
93 34491
94 42038
95 44569
The Morgan Stanley Capital International (MSCI) Europe, Australia,
the Far East (EAFE) & Canada Index is an unmanaged capitalization-
weighted measure of stock markets in Europe, Australia, the Far
East and Canada. Index return 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 March 31
- -----------------------------
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1986 1987 1988 1989 1990 1991 1992 1993 1994 1995
-------------------------------------------------------------------------------
Net Asset Value... $36.93 $44.05 $33.43 $34.79 $37.00 $34.69 $34.36 $35.69 $42.96 $39.72
Income Dividends.. $ .41 $ .49 $ .82 $ .13 $ .43 $ .74 $ -- $ .83 $ .69 $ --
Capital Gains
Distributions..... $ .13 $ 5.93 $ 9.39 $ 3.06 $ 3.15 $ 1.98 $ .40 $ .86 $ .09 $ 2.42
Fund Total
Return (%)........ 64.17 40.18 -.47 14.34 17.08 1.46 .18 9.12 22.69 -2.02
Index Total
Return (%)........ 79.06 59.59 15.60 1.64 -10.87 2.44 -7.73 10.99 21.87 6.02
</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.
4
<PAGE>
Portfolio Summary as of March 31, 1995
- ---------------------------------------------------------------------------
Geographical (Excludes 9% Cash Equivalents)
- ---------------------------------------------------------------------------
Europe 54% We increased the Fund's European
Japan 24% holdings with investments in
Pacific Basin 15% Germany and France, where economic
Latin America 4% growth has been robust.
Canada 3%
----
100%
====
A graph in the form of a pie chart appears here,
illustrating the exact data points in the above table.
- --------------------------------------------------------------------------
Sectors (Excludes 9% Cash Equivalents)
- --------------------------------------------------------------------------
Manufacturing 20%
Metals & Minerals 11%
Energy 10% The Fund's metals and minerals
Financial 10% holdings have increased in recent
Service Industries 7% months, given an environment of
Utilities 7% fluctuating currencies and the
Durables 6% perception of heightened investment
Consumer Staples 6% risk in capital markets.
Technology 6%
Other 17%
----
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. SAP AG
German computer software manufacturer
2. Canon Inc.
Leading producer of visual image and information equipment in Japan
3. VEBA AG
Electric utility, distributor of oil and chemicals in Germany
4. Hitachi Ltd.
General electronics manufacturer in Japan
5. Brown, Boveri & Cie. AG
Manufacturer of electrical equipment in Switzerland
6. Outokumpu Oy
Metals and minerals in Finland
7. Lasmo PLC
Oil production and exploration in the United Kingdom
8. DDI Corp.
Long distance telephone and cellular operator in Japan
9. Carrefour
French hypermarket and food retailing
10. Saga Petroleum AS
Norwegian oil and gas exploration and production
The Fund's largest holdings, now predominantly European, reflect a
year-long shift away from Japanese investments.
For more complete details about the Fund's Investment Portfolio,
see page 10.
A monthly Investment Portfolio Summary is available upon request.
5
<PAGE>
SCUDDER INTERNATIONAL FUND
PORTFOLIO MANAGEMENT DISCUSSION
- --------------------------------------------------------------------------------
Dear Shareholders,
The world economy grew during Scudder International Fund's fiscal year
ended March 31, 1995, but investment markets remained unsettled due to high and
rising interest rates, currency volatility, and other factors. The U.S. dollar
continued to decline against key currencies during the period, however,
providing positive dollar-based returns for several European and Asian markets.
In Switzerland, for example, a negative 3.8% local return translated into a
positive 11.8% for U.S. investors in the first quarter of 1995.
In this challenging 12-month period, Scudder International Fund's net asset
value (NAV) declined $3.24 to $39.72 as of March 31, 1995. During the year, the
Fund also distributed to shareholders $2.42 per share in capital gains, which,
combined with the change in NAV, resulted in a -2.02% total return. By
comparison, the 173 international funds tracked by Lipper Analytical Services
returned -1.70% for the 12 months through March 31, 1995. For more information
about Fund performance, including a comparison with the unmanaged Morgan Stanley
Capital International (MSCI) Europe, Australia, Far East (EAFE) and Canada
Index, please turn to page 4.
Investment Opportunities in European Markets
Despite a confluence of events that affected the financial markets to
varying degrees during the period, the Fund's overall investment strategy was
little changed. Our stance reflects a continued focus on longer-term
fundamentals and as such strives to avoid overreaction to short-term price
volatility. In our search for long-term capital growth, we emphasized
established global leaders in mature industries as well as companies benefiting
from improved economic activity around the world. Also, we continued to seek
investment opportunities in companies that have restructured to meet the
challenges of increased global competition.
Strong growth in the United States and some emerging economies has
translated into earnings improvements for many European export companies. These
cyclical companies have benefited from strong economic activity in other parts
of the world, even though demand for goods and services in Europe remained soft
for much of the year. Throughout the year, we added to the Fund's European
holdings to take advantage of the region's robust export-led recovery. As
indicated in the accompanying chart, the Fund's holdings in Germany, Sweden, the
Netherlands, and the United Kingdom were increased.
6
<PAGE>
Recent noteworthy European investments include Louis Vuitton Moet-Hennessy,
a well-known purveyor of French luxury goods. In our view, the rising demand for
luxury goods and champagne coupled with the positive effects of global economic
growth suggest strong earnings prospects for this company. In Germany, our
investment focus has shifted from basic chemical and automotive stocks toward
utilities stocks. Presently, utilities feature a secure earnings base and solid
long-term growth prospects as they expand into the attractive German
telecommunications market. Recent purchases in Germany include electric utility
Rheinisch-Westfaelisches Elektrizitaetswerk AG and Viag AG, a provider of
electrical power, natural gas services, and other products. Elsewhere in Europe,
we added Swiss pharmaceutical company Sandoz Ltd. and Swedish telecommunications
company L.M. Ericsson, a global leader in cellular communications.
Geographic Distribution of Portfolio Holdings
Japan 33.8% 22.0%
United Kingdom 8.1% 10.6%
Switzerland 6.8% 5.6%
France 6.5% 6.4%
Hong Kong 4.9% 3.5%
Germany 3.3% 5.5%
Netherlands 2.7% 5.0%
Sweden 1.4% 3.4%
3/31/94
3/31/95
Represents investments in common stock as a percentage of the total portfolio.
7
<PAGE>
Fuel for the World Economy
During the year, we emphasized oil producers and other energy-related
companies. We expect demand for energy in coming months to mirror the gains in
worldwide economic activity, resulting in higher prices and higher profits for
oil producers. As we explained in our mid-year report to shareholders, some of
the energy demand has come from emerging economies, many of which are
experiencing sustained economic growth for the first time due to extensive
market reforms. Economic prosperity in Asia, Eastern Europe, and South America
will place new demands on the world's energy supplies and oil in particular.
Additions to the portfolio include Britain's British Petroleum and Enterprise
Oil, Canada's Imperial Oil, and France's Elf Aquitaine.
Strong Yen, Kobe Earthquake Dim Prospects in Japan
In our mid-year report, we explained that Japan was positioned to influence
greatly the pace and nature of the world's economic growth. If Japan truly opens
its economy to foreign competition, prices of Japanese goods and services could
be forced lower, contributing to a much-anticipated decline in the value of the
yen. Japanese investment capital, which has remained largely in Japan since the
late 1980s, may then flow out of Japan in pursuit of higher returns, which would
help stimulate other economies whose savings are less plentiful.
While we believe this economic and capital markets scenario is inevitable,
recent events in Japan have prompted us to rethink its timing. The Kobe
earthquake, for example, will keep Japanese capital at home in the near future
to finance the rebuilding of that crucial port city. Also, the continued
strength of the Japanese yen has imperiled Japan's fledgling economic recovery.
Continued economic weakness could reduce the near-term availability of global
investment capital. The strong yen (up 20% against the U.S. dollar in the first
quarter of 1995) has made Japanese exports substantially more expensive, eroding
the earnings of Japanese exporters. Already, the stronger yen and the effects of
the Kobe earthquake have produced an increase in corporate bankruptcies -- up
10% in March from a year earlier. As the outlook for Japan's economic recovery
dims, we are reducing the Fund's Japanese holdings. While Japan is still the
8
<PAGE>
Fund's largest single country position, some of the Fund's largest holdings at
the start of the period, such as Sony, Kamigumi, and Autobacs Seven, were
reduced or sold during the year. In hindsight, our partial hedge of the yen in
anticipation of dollar strengthening in 1994 detracted from investment
performance.
Scudder International Fund:
A Team Approach to Investing
Scudder International 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. We believe our
team approach benefits Fund investors by bringing together many disciplines and
leveraging Scudder's extensive resources.
Lead Portfolio Manager Carol L. Franklin joined Scudder International
Fund's portfolio management team in 1986 and has been responsible for setting
the Fund's investment strategy and overseeing security selection since 1992.
Carol, who has 18 years of experience in finance and investing, joined Scudder
in 1981. Nicholas Bratt, portfolio manager, directs Scudder's overall global
equity investment strategies. Nick joined Scudder and the team in 1976. Irene T.
Cheng joined Scudder and the team in 1993 as a portfolio manager, and has 11
years of experience in finance and investing. Francisco S. Rodrigo III,
portfolio manager, joined Scudder and the team in 1994. Francisco has been
involved with investment in global and international stocks and bonds as a
portfolio manager and analyst since 1989. Joan R. Gregory, portfolio manager,
focuses on stock selection, a role she has played since she joined Scudder in
1992. Joan, who joined the team in 1994, has been involved with investment in
global and international stocks since 1989.
Outlook
We expect overall global expansion to continue through 1995. The
implications are manifold, including an even greater demand for global capital,
continued currency pressures, and continued price volatility in global
investment markets. Historically, the global capital markets have brought
equilibrium to questions of currency and price inequity, although not without
jarring short-term results for investors.
Given potential market volatility, we have increased the Fund's holdings of
gold production companies. Gold typically gains additional luster in an
environment of fluctuating currencies and heightened market uncertainties.
Recent investments were made where we considered stock prices reasonable
- --Barrick Gold and Hemlo Gold Mines in Canada, for example.
Where the potential for near-term instability exists, the potential for
investment opportunity is great. After months of negative returns, stock
valuations in parts of Asia and Latin America are very attractive in our
opinion. In Brazil, for example, we believe the stock market offers significant
upside potential for the balance of 1995 and beyond, as that country continues a
process of corporate restructuring, inflation containment, and privatization.
Through additions of mining, telecommunications, energy, and other stocks, we
increased the Fund's Brazilian holdings during the year to 2.7% of the
portfolio. In the coming months, we will continue to monitor political and
economic activity in Brazil and around the world to determine the potential
impact on Scudder International Fund's portfolio, while making the most of any
near-term investment opportunities. For the long-term investor, we believe the
Fund is well positioned for capital appreciation.
Sincerely,
Your Portfolio Management Team
/s/ Carol L. Franklin /s/ Nicholas Bratt
Carol L. Franklin Nicholas Bratt
/s/Irene T. Cheng /s/Joan R. Gregory
Irene T. Cheng Joan R. Gregory
/s/Francisco S. Rodrigo III
Francisco S. Rodrigo III
9
<PAGE>
<TABLE>
SCUDDER INTERNATIONAL FUND
INVESTMENT PORTFOLIO as of March 31, 1995
- ---------------------------------------------------------------------------------------------------
<CAPTION>
% of Principal Market
Portfolio Amount ($) Value ($)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1.2% REPURCHASE AGREEMENTS
----------------------------------------------------------------------------------
26,530,000 Repurchase Agreement with Salomon
Brothers dated 3/31/95 at 6.2% to be
repurchased at $26,543,707 on 4/3/95,
collateralized by a $26,093,000
U.S. Treasury Note, 7.375%, 11/15/97
(Cost $26,530,000).................................... 26,530,000
-----------
8.2% COMMERCIAL PAPER
----------------------------------------------------------------------------------
30,000,000 Commercial Credit Corp., 5.95%, 4/12/95............... 29,945,458
30,605,000 Corporate Asset Funding Co., Inc., 5.97%, 5/1/95...... 30,452,740
40,000,000 Ford Motor Credit Corp., 6.01%, 5/16/95............... 39,699,500
45,000,000 New Center Asset Trust, 5.98%, 4/5/95................. 44,970,100
35,000,000 Seagram & Sons, Inc., 5.97%, 4/18/95.................. 34,901,329
-----------
TOTAL COMMERCIAL PAPER (Cost $179,969,127)............ 179,969,127
-----------
1.1% CONVERTIBLE BONDS
----------------------------------------------------------------------------------
8,300,000 Henderson Land Development Co., Ltd.,
4%, 10/27/96......................................... 8,113,250
5,000,000 Ssangyong Cement Industrial Co., Ltd.,
3%, 12/31/05......................................... 5,912,500
4,000,000 Tong Yang Nylon, 3.25%, 12/31/05...................... 4,800,000
7,000,000 International Container Terminal Services,
Inc., 5%, 9/15/01.................................... 5,040,000
-----------
TOTAL CONVERTIBLE BONDS (Cost $24,097,542)............ 23,865,750
-----------
3.3% PREFERRED STOCKS
----------------------------------------------------------------------------------
Shares
----------------------------------------------------------------------------------
GERMANY 70,000 Rheinisch-Westfaelisches Elektrizitaetswerk
AG (Electric utility)................................ 18,612,423
70,000 SAP AG (Computer software manufacturer)............... 54,515,074
-----------
TOTAL PREFERRED STOCKS (Cost $31,952,714)............. 73,127,497
-----------
86.2% COMMON STOCKS
----------------------------------------------------------------------------------
ARGENTINA 0.7% 785,000 YPF SA "D" (ADR) (Petroleum company).................. 14,915,000
-----------
AUSTRALIA 2.3% 6,184,644 Ampol Exploration Ltd. (Oil and gas exploration
company)............................................. 15,776,043
709,100 Broken Hill Proprietary Co. Ltd. (Petroleum,
minerals and steel).................................. 9,283,101
</TABLE>
The accompanying notes are an integral part of the financial statements.
10
<PAGE>
<TABLE>
INVESTMENT PORTFOLIO
- ---------------------------------------------------------------------------------------------------
<CAPTION>
% of Market
Portfolio Shares Value ($)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
700,000 CRA Ltd. (Mining, manufacturing
and development).................................... 9,112,659
1,608,698 Coca Cola Amatil Ltd. (Soft drink bottler
and distributor).................................... 9,787,161
196,067 M.I.M. Holdings Ltd. (Nonferrous metals
and coal)........................................... 268,751
780,000 Poseidon Gold Ltd. (Growing gold producer) 1,423,633
1,480,100 Woodside Petroleum Ltd. (Major oil and
gas company)........................................ 5,880,232
-----------
51,531,580
-----------
BRAZIL 2.7% 36,226,227 Centrais Eletricas Brasileiras S/A "B" (pfd.)
(Electric utility).................................. 6,930,936
14,000,000 Companhia Cervejaria Brahma (pfd.) (Leading
beer producer and distributor)*..................... 3,348,320
152,060,000 Companhia Vale do Rio Doce (pfd.) (Diverse
mining and industrial complex)*..................... 20,466,363
170,000,000 Lojas Americanas S.A. (pfd.) (Discount
department store chain)............................. 3,214,683
68,000,000 Petroleo Brasileiro S/A (pfd.)
(Petroleum company)................................. 4,727,475
300,000,000 Telecomunicacoes Brasileiras S.A. (pfd.)
(Telecommunication services)........................ 8,075,640
10,499,200,000 Usinas Siderurgicas de Minas Gerais S/A (pfd.)
(Non-coated flat products and electrolytic
galvanized products)................................ 12,029,117
-----------
58,792,534
-----------
CANADA 2.8% 635,000 Barrick Gold Corp. (Gold exploration and
production in North and South America).............. 15,927,310
225,000 Canadian Pacific Ltd. (Transportation
and resource conglomerate).......................... 3,375,000
700,000 Canadian Pacific Ltd. (Ord.)......................... 10,444,587
200,000 Hemlo Gold Mines, Inc. (Large gold producer,
with single mine in Ontario; active
exploration company)................................ 2,037,097
500,000 Imperial Oil Ltd. (Producer and refiner of
natural gas and petroleum products in Canada)....... 17,779,922
325,000 Magna International, Inc. "A" (Manufacturer
of automotive parts)................................ 12,390,625
-----------
61,954,541
-----------
FINLAND 2.9% 450,000 Metsa-Serla Oy "B" (Tissue paper producer)........... 16,554,031
150,000 Nokia AB Oy (Preference) (Leading
manufacturer of cellular telephones)................ 21,863,815
1,678,000 Outokumpu Oy "A" (Metals and minerals)*.............. 24,963,017
-----------
63,380,863
-----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
11
<PAGE>
<TABLE>
SCUDDER INTERNATIONAL FUND
- ---------------------------------------------------------------------------------------------------
<CAPTION>
% of Market
Portfolio Shares Value ($)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
FRANCE 6.4% 47,800 Carrefour (Hypermarket and food retailing)........... 24,083,884
81,056 Castorama-Dubois Investissements
(Retailer, wholesaler and distributor).............. 13,264,935
88,000 LVMH Moet-Hennessy Louis Vuitton
(Producer of wine, spirits and luxury products)..... 17,255,978
470,000 Michelin "B" (Leading tire manufacturer)* ........... 20,221,044
261,828 Societe Nationale Elf Aquitaine
(Petroleum company)................................. 20,482,365
344,040 Total SA "B" (International oil and gas
exploration, development and production) ........... 20,517,919
93,000 Union des Assurances Federales SA
(Insurance group)* ................................. 9,669,370
289,028 Valeo SA (Automobile and truck components)........... 15,596,333
-----------
141,091,828
-----------
GERMANY 5.5% 80,000 Bayer AG (Leading chemical producer)................. 19,632,401
37,191 Deutsche Bank AG (Bank).............................. 17,548,532
682 Deutsche Bank AG Warrants (expire 6/30/95)*.......... 44,096
5,620 Deutsche Bank AG Warrants (expire 6/30/97)*.......... 133,508
71,162 Mannesmann AG (Bearer) (Diversified
construction and technology company)................ 18,326,865
24,300 Schering AG (Pharmaceutical and
chemical producer) ................................. 17,918,271
81,650 VEBA AG (Electric utility, distributor of oil
and chemicals)...................................... 29,510,262
51,000 Viag AG (Provider of electrical power
and natural gas services, aluminum
products, chemicals, ceramics and glass) ........... 18,265,892
-----------
121,379,827
-----------
GREECE 0.2% 236,069 Delta Dairy SA (Food producer and distributor)....... 4,671,538
-----------
HONG KONG 3.5% 2,731,500 Cheung Kong Holdings Ltd.
(Real estate company)............................... 11,869,943
2,822,400 China Light & Power Co., Ltd. (Electric utility)..... 13,688,567
1,718,844 HSBC Holdings Ltd. (Bank)............................ 19,395,905
6,982,229 Hong Kong & China Gas Co., Ltd. (Gas utility)........ 12,461,816
4,213,584 Hutchison Whampoa, Ltd. (Container
terminal and real estate company)................... 18,582,930
-----------
75,999,161
-----------
HUNGARY 0.2% 3,619 First Hungary Fund (Investment company) (d).......... 3,485,097
-----------
INDIA 0.5% 2,110,000 The India Fund (Investment company)*................. 11,897,532
-----------
INDONESIA 0.9% 1,690,000 Gadjah Tunggal (Tire manufacturer)................... 1,812,332
800,000 Indocement Tunggal (Foreign registered)
(Cement producer)................................... 2,520,107
</TABLE>
The accompanying notes are an integral part of the financial statements.
12
<PAGE>
<TABLE>
INVESTMENT PORTFOLIO
- ---------------------------------------------------------------------------------------------------
<CAPTION>
% of Market
Portfolio Shares Value ($)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
82,000 Kalbe Farma (Pharmaceutical producer
and distributor).................................... 314,187
3,369,600 Kalbe Farma (Foreign registered)..................... 12,910,777
952,000 Sinar Mas Agro Resource and Technology
Corp. (Producer of edible oils)..................... 1,031,546
----------
18,588,949
----------
ITALY 0.9% 6,500,000 Istituto Nazionale delle Assicurazione
(Insurance company)................................. 7,739,932
5,050,000 Societa Finanziaria Telefonica Torino SpA
(Telephone utility and telecommunication
equipment manufacturer)............................. 12,989,390
----------
20,729,322
----------
JAPAN 22.0% 1,933,000 Canon Inc. (Leading producer of visual
image and information equipment).................... 31,863,862
2,800 DDI Corp. (Long distance telephone and
cellular operator).................................. 24,207,493
1,950,000 Fujitsu Ltd. (Leading manufacturer of computers)..... 19,443,804
2,776,000 Hitachi Ltd. (General electronics manufacturer)...... 28,800,000
1,800,000 Hitachi Metals, Ltd. (Major producer of high
quality specialty steels)........................... 22,409,222
250,000 Horipro Inc. (Growing entertainment
production company)................................. 4,899,135
318,000 Ito-Yokado Co., Ltd. (Leading
supermarket operator)............................... 15,762,536
2,550,000 Itochu Corp. (Leading general trading company)....... 15,579,251
65,000 Japan Associated Finance Co. (Venture
capital company).................................... 8,017,291
2,200,000 Kawasaki Steel Corp. (Major integrated
steelmaker)*........................................ 8,647,839
192,000 Keyence Corp. (Specialized manufacturer
of sensors) ........................................ 20,207,032
297,000 Kyocera Corp. (Leading ceramic package
manufacturer)....................................... 22,116,657
340,000 Mabuchi Motor Co., Ltd. (Manufacturer
of DC motors)....................................... 22,927,954
1,216,000 Matsushita Electrical Industrial Co., Ltd.
(Consumer electronic products manufacturer)......... 19,624,207
1,965,000 NGK Spark Plug Co., Ltd. (Leading
manufacturer of automotive spark plugs)............. 23,557,349
2,700,000 NSK Ltd. (Leading manufacturer of bearings
and other machinery parts).......................... 19,234,582
284,900 Nichiei Co., Ltd. (Finance company for small
and medium-sized firms)............................. 16,749,164
1,231,000 Nippon Shokubai Corp., Ltd. (Specialty
chemical producer).................................. 12,118,432
</TABLE>
The accompanying notes are an integral part of the financial statements.
13
<PAGE>
<TABLE>
SCUDDER INTERNATIONAL FUND
- ---------------------------------------------------------------------------------------------------
<CAPTION>
% of Market
Portfolio Shares Value ($)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
4,150,000 Nisshin Steel Co., Ltd. (Blast furnace
steelmaker)......................................... 18,657,061
430,000 Pioneer Electronics Corp. (Leading
manufacturer of audio equipment).................... 8,674,352
300,000 SMC Corp. (Leading maker of pneumatic
equipment).......................................... 14,870,317
160,000 Secom Co., Ltd. (Electronic security
system operator).................................... 9,867,435
1,700,000 ShinMaywa Industries, Ltd. (Leading maker of
dump trucks and other specialty vehicles)........... 15,461,671
430,000 Sony Corp. (Consumer electronic products
manufacturer)....................................... 21,561,960
1,450,000 Sumitomo Corp. (Leading general trading
company, with offices, subsidiaries and
affiliates throughout the world).................... 13,204,611
1,540,000 Sumitomo Electric Industries, Ltd. (Leading
manufacturer of electric wires and cables).......... 19,882,421
5,900,000 Sumitomo Metal Industries, Ltd. (Leading
integrated crude steel producer)*................... 18,091,066
178,000 Suzuki Motor Corp. (Leading minicar and
motorcycle producer)................................ 1,906,190
120,000 Tsutsumi Jewelry Co., Ltd. (Manufacturer,
wholesaler and retailer of jewelry)................. 7,303,746
-----------
485,646,640
-----------
KOREA 1.8% 250 units(c) Korea 1990 Trust IDR (Investment company)*........... 1,125,000
585 units(c) Korea Asia Fund IDR (Investment company)* ........... 5,850,000
190 units(c) Korea Equity Trust IDR (Investment company)*......... 2,137,500
257,668 Korea Long Term Credit Bank (New (e))
(Major commercial bank)............................. 7,975,994
21,000 Korea Trust (Investment company)* (b)................ 1,270,500
75,000 Pohang Iron & Steel Co., Ltd. (ADR)
(Leading producer of steel products for
construction and shipbuilding industries)........... 2,165,625
4,398 Samsung Electronics Co., Ltd. (GDR)
(Major electronics manufacturer) (New (e)) (d)...... 285,474
251,639 Samsung Electronics Co., Ltd. (GDS).................. 11,197,936
49,780 Samsung Electronics Co., Ltd. (New (e)) (d).......... 2,168,132
22,221 Samsung Electronics Co., Ltd. (GDR).................. 1,444,365
95,917 Samsung Heavy Industries Co., Ltd.
(Machinery manufacturer)............................ 3,602,633
12,527 Samsung Heavy Industries Co., Ltd. (New (e)) (d)..... 469,513
-----------
39,692,672
-----------
MALAYSIA 1.7% 2,550,000 Malayan Banking Bhd. (Leading banking
and financial services group)....................... 17,228,368
320 Malaysian Helicopter Bhd. (Aviation
transport services)................................. 566
</TABLE>
The accompanying notes are an integral part of the financial statements.
14
<PAGE>
<TABLE>
INVESTMENT PORTFOLIO
- ---------------------------------------------------------------------------------------------------
<CAPTION>
% of Market
Portfolio Shares Value ($)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
6,035,800 Technology Resources Industries (Mobile
telephone operator)*................................ 17,289,431
750,000 Westmont Bhd. (Conglomerate: construction
and repair of ships and offshore oil platforms,
power transmission, garment manufacturing,
marketing services)................................. 3,763,335
-----------
38,281,700
-----------
NETHERLANDS 5.0% 249,200 AEGON Insurance Group NV
(Insurance company)................................. 17,755,807
120,000 Akzo-Nobel NV (Chemical producer).................... 13,121,128
1,676,000 Elsevier NV (International publisher of
scientific, professional, business, and
consumer information books)......................... 17,618,911
140,000 Heineken Holdings NV "A" (Brewery)*.................. 21,803,655
670,000 Philips N.V. (Leading manufacturer of electrical
equipment).......................................... 22,782,224
229,963 Wolters Kluwer CVA (Publisher)....................... 17,713,269
-----------
110,794,994
-----------
NEW ZEALAND 1.0% 9,957,171 Carter Holt Harvey Ltd. (Resource
conglomerate)....................................... 22,184,771
-----------
NORWAY 1.1% 1,823,200 Saga Petroleum AS "A" (Oil and gas
exploration and production)......................... 23,961,141
-----------
PHILIPPINES 0.5% 4 Philippine Long Distance Telephone Co. (ADR)
(Telecommunication services)........................ 242
2,393,020 San Miguel Corp. "B" (Brewery)....................... 10,735,558
-----------
10,735,800
-----------
SINGAPORE 0.4% 1,184,100 Sembawang Corp. (Ship repair and maritime
services group)..................................... 8,221,169
-----------
SPAIN 3.5% 198,000 Acerinox, S.A (Stainless steel producer)............. 19,059,306
97,600 Banco Popular Espanol, S.A. (Retail bank)............ 12,629,197
431,000 Compania Telefonica Nacional de Espana
SA (ADR) (Telecommunication services)............... 16,162,500
225,700 Empresa Nacional de Electricidad SA
(Electric utility) ................................. 9,616,286
163,300 Repsol SA (Integrated oil company)................... 4,625,543
513,000 Repsol SA (ADR)...................................... 14,877,000
-----------
76,969,832
-----------
SWEDEN 3.4% 798,100 Astra AB "A" (Free) (Pharmaceutical company)......... 21,142,613
350,000 L.M. Ericsson Telephone Co. "B" (ADR)
(Leading manufacturer of cellular
telephone equipment)*............................... 21,634,375
</TABLE>
The accompanying notes are an integral part of the financial statements.
15
<PAGE>
<TABLE>
SCUDDER INTERNATIONAL FUND
- ---------------------------------------------------------------------------------------------------
<CAPTION>
% of Market
Portfolio Shares Value ($)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
330,000 Mo och Domsjo AB "B" (Free)
(Manufacturer of newsprint, paperboard,
and various sawn timber products)*.................. 14,808,031
1,000,000 Volvo AB "B" (Free) (Automobile manufacturer)*....... 17,232,785
-----------
74,817,804
-----------
SWITZERLAND 5.6% 34,000 Alusuisse-Lonza Holdings AG (Registered)
(Manufacturer of aluminum, chemicals,
and paper packaging products)*...................... 18,433,554
27,610 Brown, Boveri & Cie. AG (Bearer)
(Manufacturer of electrical equipment).............. 26,232,547
19,850 Holderbank Financiere Glaris AG (Bearer)
(Cement company).................................... 14,512,848
17,737 Nestle SA (Registered) (Food manufacturer)........... 17,306,300
14,490 SGS Holdings SA (Bearer) (Trade
inspection company)................................. 22,838,543
20,000 Sandoz Ltd. AG (Registered) (Pharmaceutical
company)............................................ 12,891,832
34,563 Swiss Bank Corp. (Bearer) (Switzerland's
second largest universal bank)...................... 11,383,664
1,000 Swiss Bank Corp. (Bearer) Warrants
(expire 6/30/95)*................................... 13,907
1,501 Swiss Bank Corp. (Bearer) Warrants
(expire 6/30/98)*................................... 18,887
-----------
123,632,082
-----------
THAILAND 0.1% 154,900 American Standard Sanitaryware
(Foreign registered) (Manufacturer of
bathroom fixtures).................................. 2,579,046
-----------
UNITED KINGDOM 10.6% 3,100,000 British Gas PLC (Integrated gas utility)............. 14,365,572
2,250,000 British Petroleum PLC (Major integrated
world oil company).................................. 15,603,480
2,688,800 Cable and Wireless PLC (International
telecommunication services in the United
Kingdom and Hong Kong).............................. 16,816,709
1,520,000 Carlton Communications PLC (Television
post production products and services).............. 22,609,006
2,500,000 Enterprise Oil PLC (Oil and gas exploration
and production)..................................... 15,838,424
3,737,620 Hanson PLC (Industrial management company)........... 14,080,345
9,494,993 Lasmo PLC (Oil production and exploration)........... 24,615,566
1,250,000 Midlands Electricity PLC (Electric companies)........ 12,334,527
2,386,700 PowerGen PLC (Electric utility)...................... 17,866,316
1,658,881 RTZ Corp. PLC (Mining and finance company)........... 21,610,583
2,689,600 Reuters Holdings PLC (International
news agency)........................................ 20,678,503
</TABLE>
The accompanying notes are an integral part of the financial statements.
16
<PAGE>
<TABLE>
INVESTMENT PORTFOLIO
- -----------------------------------------------------------------------------------------------------
<CAPTION>
MARKET
SHARES VALUE ($)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C>
2,245,704 SmithKline Beecham "A" (Manufacturer of
ethical drugs and healthcare products).............. 17,429,431
1,243,600 Waste Management International PLC
(Waste collection and disposal services)*........... 5,077,810
1,075,000 Zeneca Group PLC (Holding company:
manufacturing and marketing of
pharmaceutical and agrochemical
products and specialty chemicals)................... 15,206,102
-------------
234,132,374
-------------
TOTAL COMMON STOCKS (Cost $1,715,423,566)........... 1,900,067,797
-------------
=====================================================================================================
TOTAL INVESTMENT PORTFOLIO - 100.0%
(Cost $1,977,972,949) (a).......................... 2,203,560,171
=============
<FN>
(a) The cost for federal income tax purposes was $1,998,882,334. At March 31, 1995,
net unrealized appreciation for all securities based on tax cost was $204,677,837.
This consisted of aggregate gross unrealized appreciation for all securities
in which there was an excess of market value over tax cost of $323,082,414
and aggregate gross unrealized depreciation for all securities in which there
was an excess of tax cost over market value of $118,404,577.
(b) Security trades in units; however, equivalent shares are represented in the portfolio.
(c) 500 shares = 1 IDR unit (International Depository Receipt) for Korea Asia Fund.
1,000 shares = 1 IDR unit for Korea 1990 Trust and Korea Equity Trust.
(d) Securities valued in good faith by the Valuation Committee of the Board of
Directors. The cost of these securities at March 31, 1995 aggregated $5,556,636.
See Note A of the Notes to Financial Statements.
(e) New shares issued during 1995, eligible for a pro rata share of 1995 dividends.
* Non-income producing security.
Sector breakdown of the Fund's equity securities is noted on page 5.
</FN>
Transactions in written put options during the year ended March 31, 1995 were:
<CAPTION>
PREMIUMS
NUMBER OF CONTRACTS RECEIVED ($)
----------------------------------------
<S> <C> <C>
Outstanding at
March 31, 1994 375,000 1,190,609
Contracts expired (375,000) (1,190,609)
----------------------------------------
Outstanding at
March 31, 1995 -- --
======== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
17
<PAGE>
<TABLE>
SCUDDER INTERNATIONAL FUND
FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
- -------------------------------------------------------------------------------------------
MARCH 31, 1995
- -------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Investments, at market (identified cost $1,977,972,949)
(Note A)................................................... $2,203,560,171
Cash......................................................... 103
Foreign currency holdings, at market (identified cost
$5,499,776) (Note A)....................................... 5,594,146
Forward foreign currency exchange contracts to buy,
at market (contract cost $29,642,661)
(Notes A and D)............................................ 29,760,745
Receivable on forward foreign currency exchange
contracts to sell (Notes A and D).......................... 31,752,317
Other receivables:
Investments sold........................................... 32,093,979
Fund shares sold........................................... 3,929,293
Dividends and interest..................................... 6,892,746
Foreign taxes recoverable.................................. 3,564,863
--------------
Total assets............................................. 2,317,148,363
LIABILITIES
Payables:
Investments purchased...................................... $34,039,188
Fund shares redeemed....................................... 1,780,408
Accrued management fee (Note C)............................ 1,490,958
Other accrued expenses (Note C)............................ 1,170,002
Payable on closed forward foreign currency
exchange contracts (Note A)............................. 24,772,197
Forward foreign currency exchange contracts to buy
(Notes A and D).......................................... 29,642,661
Forward foreign currency exchange contracts to sell,
at market (contract cost $31,752,317)
(Notes A and D).......................................... 32,093,979
-----------
Total liabilities........................................ 124,989,393
--------------
Net assets, at market value.................................. $2,192,158,970
==============
NET ASSETS
Net assets consist of:
Accumulated distributions in excess of net
investment income........................................ $ (20,685,063)
Unrealized appreciation on:
Investments.............................................. 225,587,222
Foreign currency related transactions.................... 608,219
Accumulated net realized loss.............................. (878,845)
Capital stock.............................................. 551,836
Additional paid-in capital................................. 1,986,975,601
--------------
Net assets, at market value.................................. $2,192,158,970
==============
NET ASSET VALUE, offering and redemption price per share
($2,192,158,970 / 55,183,581 shares of capital
stock outstanding, $.01 par value, 100,000,000
shares authorized)......................................... $39.72
======
</TABLE>
The accompanying notes are an integral part of the financial statements.
18
<PAGE>
<TABLE>
FINANCIAL STATEMENTS
- ---------------------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
- ---------------------------------------------------------------------------------------------
YEAR ENDED MARCH 31, 1995
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
INVESTMENT INCOME
Income:
Dividends (net of foreign taxes withheld of $3,842,703)....... $ 28,663,740
Interest (net of foreign taxes withheld of $156,772).......... 9,707,973
-------------
38,371,713
Expenses:
Management fee (Note C)....................................... $ 19,032,146
Services to shareholders (Note C)............................. 3,681,903
Directors' fees (Note C)...................................... 61,500
Custodian fees................................................ 2,899,938
Reports to shareholders....................................... 767,069
Auditing...................................................... 147,101
Legal......................................................... 62,517
Other......................................................... 596,157 27,248,331
-----------------------------
Net investment income......................................... 11,123,382
-------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENT TRANSACTIONS
Net realized gain (loss) from:
Investments................................................. 72,987,478
Options..................................................... 425,233
Foreign currency related transactions....................... (26,032,238) 47,380,473
-------------
Net unrealized appreciation (depreciation)
during the period on:
Investments................................................. (123,780,558)
Written options............................................. 454,754
Foreign currency related transactions....................... 12,616,307 (110,709,497)
-----------------------------
Net loss on investment transactions........................... (63,329,024)
-------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS.......... $ (52,205,642)
=============
</TABLE>
The accompanying notes are an integral part of the financial statements.
19
<PAGE>
<TABLE>
SCUDDER INTERNATIONAL FUND
- ------------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
- ------------------------------------------------------------------------------------
<CAPTION>
YEARS ENDED MARCH 31,
--------------------------------
INCREASE (DECREASE) IN NET ASSETS 1995 1994
- ------------------------------------------------------------------------------------
<S> <C> <C>
Operations:
Net investment income............................ $ 11,123,382 $ 13,085,309
Net realized gain from investment
transactions................................... 47,380,473 85,909,114
Net unrealized appreciation (depreciation) on
investment transactions during the period...... (110,709,497) 206,203,647
-------------- --------------
Net increase (decrease) in net assets
resulting from operations...................... (52,205,642) 305,198,070
-------------- --------------
Distributions to shareholders:
From net investment income ($.63 per share)...... -- (25,672,105)
-------------- --------------
In excess of net investment income ($.06 per
share)......................................... -- (2,685,200)
-------------- --------------
From net realized gains ($2.42 and $.09 per
share, respectively)........................... (129,363,905) (4,116,057)
-------------- --------------
Fund share transactions:
Proceeds from shares sold........................ 718,118,586 1,265,991,777
Net asset value of shares issued to shareholders
in reinvestment of distributions............... 121,144,225 29,236,041
Cost of shares redeemed.......................... (663,875,447) (549,728,090)
-------------- --------------
Net increase in net assets from Fund share
transactions................................... 175,387,364 745,499,728
-------------- --------------
INCREASE (DECREASE) IN NET ASSETS................ (6,182,183) 1,018,224,436
Net assets at beginning of period................ 2,198,341,153 1,180,116,717
-------------- --------------
NET ASSETS AT END OF PERIOD (including
accumulated distributions in excess
of net investment income of
$20,685,063 and $8,283,579, respectively)...... $2,192,158,970 $2,198,341,153
============== ==============
OTHER INFORMATION
INCREASE (DECREASE) IN FUND SHARES
Shares outstanding at beginning of period........ 51,177,699 33,066,860
-------------- --------------
Shares sold...................................... 16,848,858 30,640,577
Shares issued to shareholders in
reinvestment of distributions.................. 2,949,426 712,983
Shares redeemed.................................. (15,792,402) (13,242,721)
-------------- --------------
Net increase in Fund shares...................... 4,005,882 18,110,839
-------------- --------------
Shares outstanding at end of period.............. 55,183,581 51,177,699
============== ==============
</TABLE>
The accompanying notes are an integral part of the financial statements.
20
<PAGE>
<TABLE>
FINANCIAL HIGHLIGHTS
- ---------------------------------------------------------------------------------------------------------------------------
The following table includes selected data for a share outstanding throughout each period (a) and other
performance information derived from the financial statements.
<CAPTION>
YEARS ENDED MARCH 31,
--------------------------------------------------------------------------------------------
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period........ $42.96 $35.69 $34.36 $34.69 $37.00 $34.79 $33.43 $44.05 $36.93 $23.03
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Income from investment
operations:
Net investment
income................... .21 .31 .38 .44 .80 .49 .40 .45 .47 .74
Net realized and
unrealized gain (loss)
on investment
transactions............. (1.03) 7.74 2.64 (.37) (.39) 5.30 4.15 (.86) 13.07 13.70
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total from investment
operations................. (.82) 8.05 3.02 .07 .41 5.79 4.55 (.41) 13.54 14.44
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Less distributions:
From net investment
income................... -- (.63) (.83) -- (.74) (.43) (.13) (.82) (.49) (.41)
In excess of net
investment income........ -- (.06) -- -- -- -- -- -- -- --
From net realized gains
on investment
transactions............. (2.42) (.09) (.86) (.40) (1.98) (3.15) (3.06) (9.39) (5.93) (.13)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total distributions.......... (2.42) (.78) (1.69) (.40) (2.72) (3.58) (3.19) (10.21) (6.42) (.54)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net asset value,
end of period.............. $39.72 $42.96 $35.69 $34.36 $34.69 $37.00 $34.79 $33.43 $44.05 $36.93
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
TOTAL RETURN (%)............. (2.02) 22.69 9.12 .18 1.46 17.08 14.34 (.47) 40.18 64.17
RATIOS AND
SUPPLEMENTAL DATA
Net assets, end of period
($ millions)............... 2,192 2,198 1,180 933 929 783 550 559 791 597
Ratio of operating
expenses to average
net assets (%)............. 1.19 1.21 1.26 1.30 1.24 1.18 1.22 1.21 1.09 .99
Ratio of net investment
income to average
net assets (%)............. .48 .75 1.13 1.25 2.22 1.33 1.20 1.16 1.19 2.60
Portfolio turnover rate (%).. 46.3 39.9 29.2 50.4 70.1 49.4 48.3 54.8 66.5 36.0
<FN>
(a) Based on monthly average shares outstanding during the period.
</FN>
</TABLE>
21
<PAGE>
SCUDDER INTERNATIONAL FUND
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
A. SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------------------
Scudder International Fund (the "Fund") is a 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 $6,408,216 (.29% of net assets) and have been noted in the
investment portfolio as of March 31, 1995.
22
<PAGE>
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
OPTIONS. The Fund may write (sell) exchange-listed and over-the-counter call
and put options on securities, securities indices, currencies and other
financial instruments. When the Fund writes a call, it gives the purchaser of
the call option the right to buy the underlying security or currency at the
price specified in the option (the "exercise price") at any time during the
option period, generally ranging up to nine months. When the Fund writes a put
option, it gives the purchaser of the put option the right to sell the
underlying security or currency to the Fund at the exercise price at any time
during the option period, generally ranging up to nine months.
If the option expires unexercised, the Fund will realize income, in the form of
a capital gain, to the extent of the amount received for the option (the
"premium"). If the option is exercised, a decision over which the Fund has no
control, the Fund must sell the underlying security or currency to the option
holder or purchase the underlying security or currency from the option holder
at the exercise price. Certain options, including options on indices will
require cash settlement by the Fund if the option is exercised. By writing a
call option, the Fund foregoes, in exchange for the premium less the commission
("net premium"), the opportunity to profit during the option period from
increase in the market value of the underlying security or currency above
the exercise price. By writing a put option, the Fund, in exchange for the net
premium received, accepts the risk of a decline in the market value of the
underlying security or currency below the exercise price.
The liability representing the Fund's obligation under an exchange traded
written call or put option is valued at the last sale price or, in the absence
of a sale, the mean between the closing bid and asked quotations or at the
most recent asked quotation if no bid and asked quotations are available.
Over-the-counter written options are valued at the most recent asked quotation.
In addition, the Fund may purchase, singly and in combination, call and put
options on securities, securities indices, currencies and other financial
instruments. Exchange traded purchased options are valued at the last sales
price or, in the absence of a sale, the mean between the closing bid and
asked quotations or at the most recent bid quotation if no bid and asked
quotations are available. Over-the-counter purchased options are valued at the
most recent bid quotation.
23
<PAGE>
SCUDDER INTERNATIONAL 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.
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. In
addition to hedging its purchases and sales of securities during the period,
the Fund entered into yen forward exchange contracts to hedge a portion of the
Fund's Japanese yen exposure. These contracts were closed out prior to the year
end of the Fund. 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. Purchases and sales of forward foreign
currency exchange contracts having the same settlement date and broker are
offset and any realized gain (loss) is recognized on the date of offset,
otherwise gain (loss) is recognized on the settlement date.
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 other
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.
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.
24
<PAGE>
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
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.
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. The
Fund paid no federal income taxes and no federal income tax provision was
required.
From November 1, 1994 through March 31, 1995, the Fund incurred approximately
$1,139,000 of net realized capital losses. As permitted by tax regulations,
the Fund intends to elect to defer these losses and treat them as arising in
the fiscal year ended March 31, 1996.
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. 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 return.
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. The
differences primarily relate to investments in forward contracts, passive
foreign investment companies, foreign denominated investments, 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 Fund uses the identified cost method for determining realized gain or loss
on investments for both financial and federal income tax reporting purposes.
25
<PAGE>
SCUDDER INTERNATIONAL FUND
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
For the year ended March 31, 1995, purchases and sales of investment securities
(excluding short-term investments) aggregated $1,002,136,957 and $1,087,018,726,
respectively.
C. RELATED PARTIES
- --------------------------------------------------------------------------------
On September 8, 1994, the Fund's Board of Directors approved a new 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 objective, policies, and restrictions. The
Adviser determines the securities, instruments, and other contracts relating to
investments to be purchased, sold or entered into by the Fund. In addition to
portfolio management services, the Adviser provides certain administrative
services in accordance with the Management Agreement. The management fee
payable under the Management Agreement is equal to an annual rate of 0.90% on
the first $500,000,000 of the Fund's average daily net assets, 0.85% on the next
$500,000,000, 0.80% on the next $1,000,000,000, and 0.75% of such net assets in
excess of $2,000,000,000, computed and accrued daily and payable monthly. Under
the Investment Management Agreement between the Fund and the Adviser which was
in effect prior to September 8, 1994 (the "Agreement"), the Fund agreed to pay
the Adviser an annual rate of 1% on the first $200,000,000 of the Fund's average
daily net assets, 0.90% on the next $200,000,000, 0.85% on the next
$400,000,000, and 0.80% of such net assets in excess of $800,000,000, computed
and accrued daily and payable monthly. Both Agreements also provide 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 year ended March 31, 1995, the fee pursuant
to both the Management Agreement and the Agreement amounted to $19,032,146,
which was equivalent to an annual effective rate of .83% of the Fund's average
daily net assets.
26
<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 March 31, 1995, the amount charged to the Fund by SSC
aggregated $3,119,691 of which $262,717 is unpaid at March 31, 1995.
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 March 31, 1995, Directors' fees aggregated $61,500.
<TABLE>
D. COMMITMENTS
- --------------------------------------------------------------------------------
As of March 31, 1995, the Fund had entered into the following forward foreign
currency exchange contracts resulting in net unrealized depreciation of
$223,578.
<CAPTION>
NET UNREALIZED
APPRECIATION
SETTLEMENT (DEPRECIATION)
CONTRACTS TO DELIVER IN EXCHANGE FOR DATE (U.S.$)
- ----------------------------- --------------------------------- ---------- -------------
<S> <C> <C> <C> <C> <C>
U.S. Dollars 2,049,744 Swiss Francs 2,377,703 4/3/95 49,773
U.S. Dollars 4,022,579 Canadian Dollars 5,629,600 4/5/95 1,294
U.S. Dollars 13,930,498 Canadian Dollars 19,487,160 4/7/95 (1,646)
U.S. Dollars 2,856,323 British Pounds 1,791,472 4/7/95 46,397
U.S. Dollars 1,347,658 Australian Dollars 1,838,701 4/9/95 111
U.S. Dollars 5,435,859 French Francs 26,247,587 4/28/95 22,155
Australian Dollars 75,998 U.S. Dollars 55,087 4/3/95 (619)
Deutsche Marks 20,836,378 U.S. Dollars 14,750,687 4/3/95 (386,529)
Japanese Yen 44,589,048 U.S. Dollars 503,824 4/3/95 (10,171)
Australian Dollars 558,634 U.S. Dollars 404,898 4/4/95 (4,581)
Deutsche Marks 12,943,534 U.S. Dollars 9,465,107 4/4/95 61,886
Greek Drachmas 24,626,864 U.S. Dollars 107,847 4/4/95 (1,544)
Japanese Yen 9,131,200 U.S. Dollars 101,911 4/4/95 (3,348)
Deutsche Marks 8,269,482 U.S. Dollars 6,009,842 4/5/95 2,227
Japanese Yen 30,544,401 U.S. Dollars 353,114 4/5/95 1,017
--------
(223,578)
========
</TABLE>
27
<PAGE>
SCUDDER INTERNATIONAL FUND
REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
TO THE BOARD OF DIRECTORS OF SCUDDER INTERNATIONAL FUND, INC. AND TO THE
SHAREHOLDERS OF SCUDDER INTERNATIONAL FUND:
We have audited the accompanying statement of assets and liabilities of Scudder
International Fund, including the investment portfolio, as of March 31, 1995,
and the related statement of operations for the year then ended, the statements
of changes in net assets for each of the two years in the period then ended,
and the financial highlights for each of the ten years in the period then ended.
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 March
31, 1995, 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 International Fund as of March 31, 1995, the results of its operations
for the year then ended, the changes in its net assets for each of the two
years in the period then ended, and the financial highlights for each of the
ten years in the period then ended in conformity with generally accepted
accounting principles.
Boston, Massachusetts COOPERS & LYBRAND L.L.P.
May 15, 1995
28
<PAGE>
TAX INFORMATION
- --------------------------------------------------------------------------------
The Fund paid distributions of $2.42 per share from net long-term capital gains
during its taxable year ended March 31, 1995. Pursuant to Section 852 of the
Internal Revenue Code, the Fund designates $73,027,778 as capital gain dividends
for its taxable year ended March 31, 1995.
The Fund paid foreign taxes of $3,999,475 and the Fund recognized $3,999,475 of
foreign source income during the taxable year ended March 31, 1995. Pursuant to
section 853 of the Internal Revenue Code, the Fund designates $.072 per
share of foreign taxes paid and $.072 of gross income earned from foreign
sources in the taxable year ended March 31, 1995.
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 Investor Relations
Representative at 1-800-225-5163.
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
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
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
William F. Truscott*
Vice President
Richard W. Desmond*
Assistant Secretary
Coleen Downs Dinneen*
Assistant Secretary
* Scudder, Stevens & Clark, Inc.
29
<PAGE>
INVESTMENT PRODUCTS AND SERVICES
- --------------------------------------------------------------------------------
<TABLE>
The Scudder Family of Funds
<S> <C> <C>
Money Market Income
Scudder Cash Investment Trust Scudder Emerging Markets Income Fund
Scudder U.S. Treasury Money Fund Scudder GNMA Fund
Tax Free Money Market+ Scudder Income Fund
Scudder Tax Free Money Fund Scudder International Bond Fund
Scudder California Tax Free Money Fund* Scudder Short Term Bond Fund
Scudder New York Tax Free Money Fund* Scudder Short Term Global Income Fund
Tax Free+ Scudder Zero Coupon 2000 Fund
Scudder California Tax Free Fund* Growth
Scudder High Yield Tax Free Fund Scudder Capital Growth Fund
Scudder Limited Term Tax Free Fund Scudder Development Fund
Scudder Managed Municipal Bonds Scudder Global Fund
Scudder Massachusetts Limited Term Tax Free Fund* Scudder Global Small Company Fund
Scudder Massachusetts Tax Free Fund* Scudder Gold Fund
Scudder Medium Term Tax Free Fund Scudder Greater Europe Growth Fund
Scudder New York Tax Free Fund* Scudder International Fund
Scudder Ohio Tax Free Fund* Scudder Latin America Fund
Scudder Pennsylvania Tax Free Fund* Scudder Pacific Opportunities Fund
Growth and Income Scudder Quality Growth Fund
Scudder Balanced Fund Scudder Value Fund
Scudder Growth and Income Fund The Japan Fund
Retirement Plans and Tax-Advantaged Investments
IRAs 403(b) Plans
Keogh Plans SEP-IRAs
Scudder Horizon Plan*+++ (a variable annuity) Profit Sharing and Money Purchase
401(k) Plans Pension Plans
Closed-End Funds#
The Argentina Fund, Inc. The Latin America Dollar Income Fund, Inc.
The Brazil Fund, Inc. Montgomery Street Income Securities, Inc.
The First Iberian Fund, Inc. Scudder New Asia Fund, Inc.
The Korea 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)++
</TABLE>
For complete information on any of the above Scudder funds, including
management fees and expenses, call or write for a free prospectus. Read it
carefully before you invest or send money. +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.
30
<PAGE>
HOW TO CONTACT SCUDDER
- --------------------------------------------------------------------------------
Account Service and Information
For existing account service and transactions
SCUDDER INVESTOR RELATIONS
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 RELATIONS
1-800-225-2470
For establishing 401(k) and 403(b) plans
SCUDDER DEFINED CONTRIBUTION SERVICES
1-800-323-6105
Please address all correspondence to
THE SCUDDER FUNDS
P.O. BOX 2291
BOSTON, MASSACHUSETTS
02107-2291
Or stop by a Scudder Funds Center
Many shareholders enjoy the personal, one-on-one service of the
Scudder Funds Centers. Check for a Funds Center near you--they
can be found in the following cities:
Boca Raton New York
Boston Portland, OR
Chicago San Diego
Cincinnati San Francisco
Los Angeles Scottsdale
For information on Scudder Treasurers Trust,(TM) an institutional cash
management service for corporations, non-profit organizations and trusts that
uses certain portfolios of Scudder Fund,Inc.* ($100,000 minimum), call
1-800-541-7703.
For information on Scudder Institutional Funds,* funds designed to meet the
broad investment management and service needs of banks and other institutions,
call 1-800-854-8525.
Scudder Investor Relations and Scudder Funds Centers are services provided
through Scudder Investor Services, Inc., Distributor.
* Contact Scudder Investor Services, Inc., Distributor, to receive a
prospectus with more complete information, including management fees and
expenses. Please read it carefully before you invest or send money.
31
<PAGE>
Celebrating 75 Years of Serving Investors
- --------------------------------------------------------------------------------
Established in 1919 by Theodore Scudder, Sidney Stevens, and F. Haven
Clark, Scudder, Stevens & Clark was the first independent investment counsel
firm in the United States. Since its birth, Scudder's pioneering spirit and
commitment to professional long-term investment management have helped shape the
investment industry. In 1928, we introduced the nation's first no-load mutual
fund. Today we offer 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 us become one of the
largest and most respected investment managers in the world. Though times have
changed since our beginnings, we remain committed to our long-standing
principles: managing money with integrity and distinction; keeping the interests
of our clients first; providing access to investments and markets that may not
be easily available to individuals; and making investing as simple and
convenient as possible through friendly, comprehensive service.
<PAGE>
PART C. OTHER INFORMATION
<TABLE>
<CAPTION>
Item 24. Financial Statements and Exhibits
- -------- ---------------------------------
<C> <C>
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, 1995
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
(Incorporated by reference to Post-Effective Amendment
No. 44 to this Registration Statement.)
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
(Incorporated by reference to Post-Effective Amendment
No. 44 to this Registration Statement.)
For Scudder Greater Europe Growth Fund:
Financial highlights for the period October 10, 1994
(commencement of operations) to October 31, 1994
(Incorporated by reference to Post-Effective Amendment
No. 44 to this Registration Statement.)
Included in Part B of this Registration Statement:
For Scudder International Fund:
Investment Portfolio as of March 31, 1995
Statement of Assets and Liabilities as of March 31, 1995
Statement of Operations for the fiscal year ended March
31, 1995
Statements of Changes in Net Assets for the two fiscal
years ended March 31, 1995
Financial Highlights for the ten fiscal years ended
March 31, 1995
Notes to Financial Statements
Report of Independent Accountants
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
Part C - Page 1
<PAGE>
Statements 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
(Incorporated by reference to Post-Effective Amendment
No. 44 to this Registration Statement.)
For Scudder Pacific Opportunities 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
Statements 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
(Incorporated by reference to Post-Effective Amendment
No. 44 to this Registration Statement.)
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
(Incorporated by reference to Post-Effective Amendment
No. 44 to this Registration Statement.)
Statements, schedules and historical information other than
those listed above have been omitted since they are either not
applicable or are not required.
b. Exhibits:
1. (a) 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.)
Part C - Page 2
<PAGE>
(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.
(Incorporated by reference to Post-Effective Amendment No. 44 to the
Registration Statement.)
(e) Investment Management Agreement between the Registrant, on behalf of
Scudder International Fund, and Scudder, Stevens & Clark, Inc. dated
September 8, 1994 is filed herein.
Part C - Page 3
<PAGE>
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.
(Incorporated by reference to Post-Effective Amendment No. 44 to the
Registration Statement.)
(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.)
(a)(6) Revised fee schedule for Exhibit 8(a)(1) is filed herein.
(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.)
Part C - Page 4
<PAGE>
(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.)
(a)(3) Service Agreement between Copeland Associates, Inc. and Scudder
Service Corporation dated June 8, 1995 is filed herein.
Part C - Page 5
<PAGE>
(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.
(Incorporated by reference to Post-Effective Amendment No. 44 to the
Registration Statement.)
(e)(1) Fund Accounting Services Agreement between the Registrant, on behalf
of Scudder International Fund, and Scudder Fund Accounting
Corporation dated April 12, 1995 is filed herein.
(f) Application is filed herein.
10. Inapplicable.
11. Consent of Independent Accountants is filed herein.
12. Inapplicable.
13. Inapplicable.
14. (a) Scudder Flexi-Plan for Corporations and Self-Employed Individuals.
(Incorporated by reference to 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).)
Part C - Page 6
<PAGE>
(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.)
17. Financial Data Schedule is filed herein.
18. Inapplicable.
</TABLE>
Item 25. Persons Controlled by or under Common Control with Registrant.
- -------- --------------------------------------------------------------
None
Item 26. Number of Holders of Securities (as of June 30, 1995).
- -------- ------------------------------------------------------
<TABLE>
<CAPTION>
(1) (2)
Title of Class Number of Shareholders
-------------- ----------------------
<C> <C>
Capital Stock ($.01 par value per share)
Scudder International Fund 135,610
Scudder Latin America Fund 90,469
Scudder Pacific Opportunities Fund 51,113
Scudder Greater Europe Growth Fund 5,804
</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.
Part C - Page 7
<PAGE>
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
Part C - Page 8
<PAGE>
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.
<TABLE>
<CAPTION>
Business and Other Connections of Board
Name of Directors of Registrant's Adviser
---- ------------------------------------
<C> <C>
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) +
Part C - Page 9
<PAGE>
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)**
Director, Inverlatin Dollar Income Fund, Inc. (investment company) Georgetown, Grand
Cayman, Cayman Islands
Director, ProMexico Fixed Income Dollar Fund, Inc. (investment company) Georgetown,
Grand Cayman, Cayman Islands
Director, Canadian High Income Fund (investment company)#
Director, Hot Growth Companies Fund (investment company)#
Partner, George Birdsong Co., Rye, NY
Nicholas Bratt Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
President & Director, Scudder New Europe Fund, Inc. (investment company)**
President & Director, The Brazil Fund, Inc. (investment company)**
President & Director, The First Iberian Fund, Inc. (investment company)**
President & Director, Scudder International Fund, Inc. (investment company)**
President & Director, Scudder Global Fund, Inc. (Director only on Scudder Global Fund,
a series of 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 (Delaware) (investment adviser)**
Vice President, Scudder, Stevens & Clark Japan, Inc. (investment adviser)###
Vice President, Scudder, Stevens & Clark of Canada Ltd. (Canadian investment adviser)
Toronto, Ontario, Canada
Vice President, Scudder, Stevens & Clark Overseas Corporationoo
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)*
Part C - Page 10
<PAGE>
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, The Brazil Fund, Inc. (investment company)**
Vice President, The Korea Fund, Inc. (investment company)**
Vice President, The Argentina Fund, Inc. (investment company)**
Vice President & Director, Scudder, Stevens & Clark of Canada, Ltd. (Canadian
investment adviser) Toronto, Ontario, Canada
Vice President, The First Iberian Fund, Inc. (investment company)**
Vice President, The Latin America Dollar Income Fund, Inc. (investment company)**
Vice President, Scudder World Income Opportunities Fund, Inc. (investment company)**
Richard A. Holt Director, Scudder, Stevens & Clark, Inc. (investment adviser)++
Vice President, Scudder Variable Life Investment Fund (investment company)*
Dudley H. Ladd Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Senior Vice President & 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 ##
Part C - Page 11
<PAGE>
Managing Director, Kankaku - Scudder Capital Asset Management Corporation (investment
adviser)**
Chairman & Director, Scudder, Stevens & Clark Japan, Inc. (investment adviser)###
President, The Japan Fund, Inc. (investment company)**
Trustee, Scudder, Stevens & Clark Supplemental Retirement Income Plan
Trustee, Scudder, Stevens & Clark Profit Sharing Plan **
Chairman & Director, The World Capital Fund (investment company) Luxembourg
Chairman & Director, Scudder, Stevens & Clark (Luxembourg), S.A., Luxembourg#
Chairman, Canadian High Income Fund (investment company) #
Chairman, Hot Growth Companies Fund (investment company) #
Vice President & Director, Scudder Precious Metals, Inc. xxx
Director, Berkshire Farm & Services for Youth
Board of Governors & President, Investment Counsel Association of America
John T. Packard Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
President, Montgomery Street Income Securities, Inc. (investment company) o
Director, Scudder Realty Advisors, Inc. (realty investment adviser) x
Juris Padegs Secretary & Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Chairman & Director, The Brazil Fund, Inc. (investment company)**
Trustee, Scudder Development Fund (investment company)*
Vice President & Trustee, Scudder Equity Trust (investment company)*
Chairman & Director, The First Iberian Fund, Inc. (investment company)**
Trustee, 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 & Director, 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 & Director, 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 & Director, Kankaku - Scudder Capital Asset Management (investment
adviser)**
Chairman & Director, Scudder, Stevens & Clark Japan, Inc. (investment adviser)###
Chairman & Director, Scudder, Stevens & Clark Corporation (Delaware) (investment
adviser)**
Chairman & Supervisory Director, Sovereign High Yield Investment Company N.V.
(investment company) +
Director, President Investment Trust Corporation (Joint Venture)***
Vice President, Scudder World Income Opportunities Fund, Inc. (investment company)**
Part C - Page 12
<PAGE>
Director, Vice President & Assistant Secretary, Scudder Precious Metals, Inc. xxx
Vice President & Director, Scudder Service Corporation (in-house transfer agent)*
Chairman, Scudder, Stevens & Clark Overseas Corporationoo
Director, Scudder Trust (Cayman) Ltd. (trust services company)xxx
Director, ICI Mutual Insurance Company, Inc., Washington, D.C.
Director, Baltic International USA
Director, Baltic International Airlines (a limited liability company) Riga, Latvia
Daniel Pierce Chairman & 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)*
Vice President & Trustee, Scudder Variable Life Investment Fund (investment company)*
Director, The Brazil Fund, Inc. (until 7/94) (investment company)**
Vice President & Assistant Treasurer, Montgomery Street Income Securities, Inc.
(investment company)o
Vice President & Director, Scudder Global Fund, Inc. (investment company)**
Vice President, Director & Assistant Treasurer, Scudder Investor Services, Inc.
(broker/dealer)*
President & Director, Scudder Service Corporation (in-house transfer agent)*
Chairman & President, Scudder, Stevens & Clark of Canada, Ltd. (Canadian investment
adviser), Toronto, Ontario, Canada
Chairman, Assistant Treasurer & Director, Scudder, Stevens & Clark, Inc. (investment
adviser)**
President & Director, Scudder Precious Metals, Inc. xxx
Chairman & Director, Scudder Global Opportunities Funds (investment company) Luxembourg
Chairman, Scudder, Stevens & Clark, Ltd. (investment adviser) London, England
Director, Scudder Fund Accounting Corporation (in-house fund accounting agent)*
Director, Scudder Realty Holdings Corporation (a real estate holding company)*
Director, Scudder Latin America Investment Trust PLC (investment company)@
Incorporator, Scudder Trust Company (a trust company)+++
Director, Fiduciary Trust Company (banking & trust company) Boston, MA
Director, Fiduciary Company Incorporated (banking & trust company) Boston, MA
Trustee, New England Aquarium, 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)*
Part C - Page 13
<PAGE>
Edmond D. Villani President & Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Trustee, Scudder Development Fund (investment company)*
Chairman & Director, Scudder Global Fund, Inc. (investment company)**
Chairman & Director, Scudder International Fund, Inc. (investment company)**
Chairman & Director, Scudder New Asia Fund, Inc. (investment company)**
Chairman & Director, The Argentina Fund, Inc. (investment company)**
Director, Scudder Realty Advisors, Inc. (realty investment adviser) x
Supervisory Director, Scudder Mortgage Fund (investment company) +
Chairman & Director, The Latin America Dollar Income Fund, Inc. (investment company)**
Director, Scudder, Stevens & Clark Japan, Inc. (investment adviser)###
Chairman & Director, Scudder World Income Opportunities Fund, Inc. (investment
company)**
Supervisory Director, Scudder Floating Rate Funds for Fannie Mae Mortgage Securities I
& II (investment company)+
Director, The Brazil Fund, Inc. (investment company)**
Director, Indosuez High Yield Bond Fund (investment company) Luxembourg
President & Director, Scudder, Stevens & Clark Overseas Corporationoo
President & Director, Scudder, Stevens & Clark Corporation (Delaware) (investment
adviser)**
Director, IBJ Global Investment Manager S.A., (Luxembourg investment management
company) Luxembourg, Grand-Duchy of Luxembourg
* Two International Place, Boston, MA
x 333 South Hope Street, Los Angeles, CA
** 345 Park Avenue, New York, NY
++ Two Prudential Plaza, 180 N. Stetson Avenue, Chicago, IL
+++ 5 Industrial Way, Salem, NH
o 101 California Street, San Francisco, CA
# 11, rue Aldringen, L-1118 Luxembourg, Grand-Duchy of Luxembourg
+ John B. Gorsiraweg 6, Willemstad Curacao, Netherlands Antilles
xx De Ruyterkade 62, P.O. Box 812, Willemstad Curacao, Netherlands Antilles
## 2 Boulevard Royal, Luxembourg
*** B1 2F3F 248 Section 3, Nan King East Road, Taipei, Taiwan
xxx Grand Cayman, Cayman Islands, British West Indies
oo 20-5, Ichibancho, Chiyoda-ku, Tokyo, Japan
### 1-7, Kojimachi, Chiyoda-ku, Tokyo, Japan
@ c/o Sinclair Hendersen Limited, 23 Cathedral Yard, Exeter, Devon
</TABLE>
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
Part C - Page 14
<PAGE>
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.
<TABLE>
<CAPTION>
(b)
<C> <C> <C>
(1) (2) (3)
Name and Principal Position and Offices with Positions and
Business Address Scudder Investor Services, Inc. Offices with 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 Secretary
Two International Place
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 President
Two International Place Treasurer & Assistant Clerk
Boston, MA 02110
Dudley H. Ladd Senior Vice President & None
Two International Place Director
Boston, MA 02110
David S. Lee President, Assistant Vice President & Assistant
Two International Place Treasurer & Director Treasurer
Boston, MA 02110
Part C - Page 15
<PAGE>
Name and Principal Position and Offices with Positions and
Business Address Scudder Investor Services, Inc. Offices with Registrant
---------------- ------------------------------- -----------------------
Douglas M. Loudon Senior Vice President None
345 Park Avenue
New York, NY 10154
Thomas F. McDonough Clerk Vice President & Secretary
Two International Place
Boston, MA 02110
Thomas H. O'Brien Assistant Treasurer None
345 Park Avenue
New York, NY 10154
Edward J. O'Connell Assistant Treasurer Vice President & Assistant
345 Park Avenue Treasurer
New York, NY 10154
Juris Padegs Vice President & Director Director, Vice President &
345 Park Avenue Assistant Secretary
New York, NY 10154
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 President & Assistant
345 Park Avenue Secretary
New York, NY 10154
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.
</TABLE>
(c)
<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
Net Underwriting Compensation on
Name of Principal Discounts and Redemptions Brokerage Other
Underwriter Commissions and Repurchases Commissions Compensation
----------- ----------- --------------- ----------- ------------
<C> <C> <C> <C> <C>
Scudder Investor None None None None
Services, Inc.
</TABLE>
Part C - Page 16
<PAGE>
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.
Part C - Page 17
<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 11th day of July, 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/Nicholas Bratt
- --------------------------------------
Nicholas Bratt* President (Principal Executive July 11, 1995
Officer) and Director
/s/Paul Bancroft, III
- --------------------------------------
Paul Bancroft, III* Director July 11, 1995
/s/Thomas J. Devine
- --------------------------------------
Thomas J. Devine* Director July 11, 1995
/s/William H. Gleysteen, Jr.
- --------------------------------------
William H. Gleysteen, Jr.* Director July 11, 1995
/s/William H. Luers
- --------------------------------------
William H. Luers* Director July 11, 1995
/s/Wilson Nolen
- --------------------------------------
Wilson Nolen* Director July 11, 1995
/s/Juris Padegs
- --------------------------------------
Juris Padegs* Vice President, Assistant Secretary July 11, 1995
and Director
<PAGE>
DATE
/s/Daniel Pierce
- --------------------------------------
Daniel Pierce* Director July 11, 1995
/s/Gordon Shillinglaw
- --------------------------------------
Gordon Shillinglaw* Director July 11, 1995
/s/Robert G. Stone, Jr.
- --------------------------------------
Robert G. Stone, Jr.* Director July 11, 1995
/s/Edmond D. Villani
- --------------------------------------
Edmond D. Villani* Chairman of the Board and Director July 11, 1995
/s/Pamela A. McGrath
- --------------------------------------
Pamela A. McGrath Vice President and Treasurer July 11, 1995
(Principal Financial and Accounting
Officer)
</TABLE>
*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.
2
<PAGE>
File No. 2-14400
File No. 811-642
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM N-1A
POST-EFFECTIVE AMENDMENT No. 45
TO REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AND
AMENDMENT NO. 25
TO REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
SCUDDER INTERNATIONAL FUND, INC.
<PAGE>
SCUDDER INTERNATIONAL FUND, INC.
EXHIBIT INDEX
Exhibit 5(e)
Exhibit 8(a)(6)
Exhibit 9(a)(3)
Exhibit 9(e)(1)
Exhibit 9(f)
Exhibit 11
Exhibit 17
<PAGE>
Scudder International Fund, Inc.
345 Park Avenue
New York, New York 10154
September 8, 1994
Scudder, Stevens & Clark, Inc.
345 Park Avenue
New York, NY 10154
Investment Management Agreement
Scudder International 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 International 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 Fund 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 Fund. 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 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 Fund shall
(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
<PAGE>
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
the 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 its' 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.
2
<PAGE>
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 Fund business) of Directors, officers and employees
of the Fund 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 Fund 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 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 0.90 of 1% of the
average daily net assets as defined below of the Fund for such month; provided
that, for any calendar month during which the average of such values exceeds
$500 million, the fee payable for that month based on the portion of the average
of such values in excess of $500 million shall be 1/12 of 0.85 of 1% of such
portion; provided that, for any calendar month during which the average of such
values exceeds $1 billion, the fee payable for that month based on the portion
of the average of such values in excess of $1 billion shall be 1/12 of 0.80 of
such portion; and provided that, for any calendar month during which the average
of such values exceeds $2 billion, the fee payable for that month based on the
portion of the average of such values in excess of $2 billion shall be 1/12 of
0.75 of such portion 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
3
<PAGE>
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, 1995, 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 Fund.
This Agreement shall terminate automatically in the event of its assignment.
4
<PAGE>
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.
This Agreement shall supersede all prior investment advisory or management
agreements entered into between you and the Fund.
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 Fund, 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 International 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
5
<PAGE>
BROWN BROTHERS HARRIMAN & CO.
February, 1994
SCUDDER FEE SCHEDULE
SCHEDULE A
<TABLE>
<CAPTION>
MARKET ASSET CHARGE (BP) TRANSACTION CHARGE
<S> <C> <C>
Group 1 1.0 on first $100 million DTC: $10
United States .5 on all over $100 million Physical and Same Day
Money Market Transaction: $25
Group 2
Euroclear and Cedel* 3 35
Group 3
Canada 4 20
Group 4
Germany 5 30
Japan 5 30
Switzerland 5 50
United Kingdom 5 45
Group 5
Australia 6 50
Denmark 6 50
France 6 60
Netherlands 6 75
New Zealand 6 50
Group 6
Belgium 8 50
Finland 8 60
Hong Kong 8 75
Ireland 8 50
Italy 8 60
<PAGE>
BROWN BROTHERS HARRIMAN & CO.
Luxembourg 8 50
Norway 8 75
Singapore 8 75
Group 7
Austria 10 60
Malaysia 10 75
Spain 10 60
Group 8
Indonesia 15 75
Mexico 15 50
Thailand 15 75
Emerging Markets
Argentina 30 75
Brazil 25 50
Chile 35 75
China 35 60
Colombia 45 100
Greece 50 150
India 40 l00 per partial
Israel 25 150
Korea 22 50
Pakistan 35 100
Philippines 25 50
Poland 50 50
Portugal 25 125
Sri Lanka 20 50
Taiwan 25 75
Turkey 35 75
Uruguay 50 150
Venezuela 35 75
</TABLE>
<PAGE>
BROWN BROTHERS HARRIMAN & CO.
o Annual Minimum Custody Fee: $10,000 per account
o Automation: This schedule assumes machine readable trade instructions.
o For The Korea Fund, BBH&Co. will charge 14.5 basis points.
Out-of-Pocket Expenses
Out-of-pocket expenses including but not limited to communication expenses,
wire charges, telex, legal, telephone, postage and direct expenses including but
not limited to stamp duties, commissions, dividend and income collection
charges, taxes, certificate fees, special handling, transfer and registration
fees would be additional.
<PAGE>
SERVICE AGREEMENT
AGREEMENT made as of the 8th day of June, 1995, by and among COPELAND
ASSOCIATES, INC., a Delaware corporation with its principal office at Two Tower
Center, East Brunswick, New Jersey 08816 ("Service Provider"), SCUDDER SERVICE
CORPORATION, a Massachusetts corporation with its principal office at Two
International Place, Boston, Massachusetts 02110 ("Transfer Agent"), and each of
those registered investment companies listed on Schedule A hereto (the "Scudder
Funds").
WHEREAS the Transfer Agent serves as transfer agent, dividend
disbursing agent and agent in connection with certain other matters for each
Scudder Fund listed on Schedule A hereto, as such Schedule A may be amended from
time to time with the mutual consent of the parties hereto, each of which is an
open-end management investment company registered under the Investment Company
Act of 1940, as amended (the "1940 Act");
WHEREAS Service Provider provides certain administrative and
recordkeeping services to or for the benefit of retirement plans (individually a
"Plan" and collectively the "Plans") that include or propose to include as
investment alternatives certain Scudder Funds through Code Section 403(b)(7)
arrangements ("Custodial Accounts") and The Copeland Companies Retirement Trust
Account (the "Group Trust"), and Service Provider is a transfer agent registered
under the Securities Exchange Act of 1934, as amended;
WHEREAS the services to be provided by Service Provider hereunder will
benefit the Scudder Funds by relieving them of the expense they would incur if
such services were to be provided by the Transfer Agent or its affiliates; and
WHEREAS the Transfer Agent desires to appoint Service Provider as agent
for the Scudder Funds solely with respect to the Group Trust and Custodial
Accounts (the Group Trust and each such Custodial Account), and Service Provider
desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
1. Terms of Appointment; Duties of the Parties
1.01. Agent for Order Processing. Subject to the terms and conditions
set forth in this Agreement, the Transfer Agent hereby appoints Service Provider
to act as, and Service Provider agrees to act as, agent for the sole purpose of
receiving requests for the purchase and redemption, and communicating to the
Transfer Agent requests for the purchase and redemption, of the authorized and
issued shares of beneficial interest of any Scudder Fund (the "Shares")
purchased, held or redeemed by a Plan. If a Scudder Fund offers two or more
series of Shares, each such series shall be deemed at such time to be a Scudder
Fund, unless otherwise indicated herein.
<PAGE>
1.02. Service Provider. Except as provided specifically herein, Service
Provider shall not be, and shall not hold itself out as, an agent of the
Transfer Agent or any Scudder Fund. Service Provider shall perform the following
functions on behalf of the Plans in accordance with procedures established from
time to time by agreement of the Transfer Agent and Service Provider, and
subject to terms and conditions set forth in each Scudder Fund's current
prospectus.
(a) Receive from the Plans, Plan participants, Plan sponsors,
authorized Plan committees or Plan trustees, according to Service Provider's
agreement with each Plan, by the close of regular trading on the New York Stock
Exchange (the "Close of Trading") each business day that the New York Stock
Exchange is open for business ("Business Day") instructions for the purchase and
redemption of Shares (together, "Instructions");
(b) Based on Instructions received each Business Day, compute net
purchase requests or net redemption requests for Shares for each Scudder Fund
for each Plan (together, "Orders");
(c) Maintain adequate records related to, and advise the Transfer Agent
as to, the foregoing, as instructed by the Transfer Agent. To the extent
required under the 1940 Act and rules thereunder, Service Provider agrees that
such records maintained by it hereunder will be preserved, maintained and made
available in accordance with the provisions of the 1940 Act and rules
thereunder, and copies or, if required, originals will be surrendered promptly
to the Transfer Agent on and in accordance with its request. Records surrendered
hereunder shall be in machine readable form, except to the extent that Service
Provider has maintained such records only in paper form. This provision shall
survive the termination of this Agreement.
1.03. Equipment. Service Provider shall maintain adequate offices,
personnel and computer and other equipment to perform the services contemplated
by this Agreement. Service Provider shall notify the Transfer Agent promptly in
the event that it becomes unable for any reason to perform the services
contemplated by, or any other of its obligations under, this Agreement.
1.04. Insurance. Service Provider shall maintain at all times general
liability and other insurance coverage, including errors and omissions coverage,
that is reasonable and customary in light of its duties hereunder, with limits
of not less than $2 million. Such insurance coverage shall be issued by a
qualified insurance carrier with a Best's rating of at least "A" or with the
highest rating of a nationally recognized statistical rating organization.
Notwithstanding any provision to the contrary herein, no provision of this
Agreement shall relieve an insurer of any obligation to pay to any Scudder Fund,
the Transfer Agent or any affiliate of the Transfer Agent, Service Provider, or
any other insured party any claim that would be a covered claim in the absence
of any provision hereof.
2
<PAGE>
1.05. Disclosure to Plans. Service Provider shall take all steps
necessary to ensure that the arrangements provided for in this Agreement are
properly disclosed to the Plans.
1.06. Transmission of Information to Service Provider. In accordance
with procedures established from time to time by agreement of the Transfer Agent
and Service Provider, the Transfer Agent shall transmit to Service Provider,
which will act on behalf of the Plans, the following information for each
Scudder Fund, as received by the Transfer Agent from third parties:
(a) Net asset value information as of the Close of Trading each Business
Day, when such information is used to process trades;
(b) Dividend and capital gains distribution information, as it arises, when
such information is used for crediting accounts; and
(c) Daily accrual for interest rate factor (mil rate) information with
respect to Scudder Funds which declare dividends daily, when such information is
used for crediting accounts.
1.07. Transmission of Information to Transfer Agent. Service Provider
shall perform the following services in accordance with procedures established
from time to time by agreement of the Transfer Agent and Service Provider, and
subject to terms and conditions set forth in each Scudder Fund's current
prospectus:
(a) Immediately prior to the Close of Trading each Business
Day, Service Provider shall communicate to itself, as agent of each Scudder Fund
to the extent such Instructions refer to such Scudder Fund, all Instructions
received by acting on behalf of the Plans since the Close of Trading the
preceding Business Day.
(b) Communicate Orders to the Transfer Agent, for acceptance
by the Scudder Funds or their agents, in the manner specified herein, and
promptly deliver, or instruct the Plans (or the Plans' trustees as the case may
be) to deliver, appropriate documentation and in the case of purchase requests,
payment therefor to the Transfer Agent.
(c) Employ its best efforts to communicate Orders to the
Transfer Agent in a prompt and timely manner, so that the Transfer Agent
receives Orders no later than 9:00 PM Boston time each Business Day that the
Instructions on which such Orders are based are received by Service Provider
from a Plan before the Close of Trading. If, however, despite its best efforts,
Service Provider is unable to communicate Orders to the Transfer Agent by such
time on any Business Day, Service Provider in any case shall communicate such
Orders to the Transfer Agent by no later than 9:00 AM Boston time the following
Business Day. Orders shall be based solely on Instructions received by Service
Provider from the Plans, Plan participants, Plan sponsors, authorized Plan
committees or Plan trustees, according to Service Provider's agreement with each
3
<PAGE>
Plan, by the Close of Trading each Business Day. Instructions received by
Service Provider after the Close of Trading on any Business Day shall be treated
as received on the next Business Day. Provided that Service Provider complies
with the foregoing terms and conditions, Service Provider will be deemed to be
agent of each Scudder Fund to the extent such Instructions refer to such Scudder
Fund for the sole purpose of receiving Instructions immediately prior to the
Close of Trading each Business Day and communicating Orders based on such
Instructions to the Transfer Agent, all as specified herein, and the Business
Day on which Instructions are received by Service Provider immediately prior to
the Close of Trading will be the Business Day as of which Orders will be deemed
received by the Transfer Agent as a result of such Instructions.
1.08. Representations Regarding Shares. Any representation made by
Service Provider regarding any Shares or Scudder Fund shall be in its capacity
as agent to the Plans and not in its capacity as Service Provider. Service
Provider shall make no representation in any capacity regarding any Shares or
Scudder Fund except as set forth in such Scudder Fund's current prospectus or
current sales literature furnished by such Scudder Fund or by the Transfer
Agent.
1.09. Confidentiality of Information. The parties hereto agree that all
books, records, information and data pertaining to the business of any other
party which are exchanged or received pursuant to the negotiation or the
carrying out of this Agreement shall be kept confidential and shall not be
voluntarily disclosed to any other person other than to the custodian or group
trustee or plan trustee of the relevant Plan or Plans and except as may be
required by law. This provision shall survive the termination of this Agreement.
1.10. Redundancy. Service Provider shall maintain or provide for
redundant facilities and shall maintain or provide for backup files of its
records maintained hereunder and shall store such back-up files in a secure
off-premises location, so that, in the event of a power failure or other
interruption of whatever cause at the location of its records, Service
Provider's records are maintained intact and transactions can be processed at
another location.
1.11. Compliance with Law. Service Provider shall comply with all
federal and state securities laws and regulations thereunder in connection with
its responsibilities under this Agreement.
1.12. Administrative Services. Service Provider shall perform the
administrative and recordkeeping services (the "Administrative Services")
described in Schedule B hereto, as such Schedule B may be amended from time to
time with the mutual consent of the parties hereto, with respect to Shares
purchased, held or redeemed by a Plan. Except as provided specifically in
Section 1.07 hereof, Service Provider shall perform the Administrative Services
as an independent contractor and not as an employee or agent of the Transfer
Agent or any Scudder Fund. Service Provider shall perform the Administrative
Services in accordance with procedures established from time to time by
4
<PAGE>
agreement of the Transfer Agent and Service Provider, and subject to terms and
conditions set forth in each Scudder Fund's current prospectus.
1.13. No Impairment of Scudder's Authority. No provision of this
Agreement shall limit in any way the authority of any Scudder Fund or of the
distributor of any Scudder Fund to take such action as it deems appropriate in
connection with matters relating to the operation of such Scudder Fund and the
sale of its shares.
1.14 Authority of Service Provider. Service Provider acknowledges that
it is not authorized by any Scudder Fund to register the transfer of any Scudder
Fund's Shares or to transfer record ownership of any Scudder Fund's Shares, and
that only the Transfer Agent is authorized to perform such activities.
2. Compensation
2.01. Service Provider's Expenses. Service Provider shall bear all
expenses arising out of the performance of the Administrative Services and of
the performance of functions on behalf of the Plans as agent of the Plans.
Service Provider shall not receive from the Transfer Agent (or from any
affiliate of the Transfer Agent) or from any Scudder Fund any monetary
compensation or reimbursement for such expenses; however, under the terms of the
Group Trust or any Custodial Acount, the trustee or custodian thereof may redeem
Scudder Fund shares to pay fees or expenses authorized thereunder or authorized
by a proper instruction, including a continuing instruction.
2.02. Transfer Agent's Expenses. The Transfer Agent shall bear all
expenses of its own hereunder and shall not receive from Service Provider any
monetary compensation or reimbursement for such expenses.
2.03. Fund Expenses. Each Scudder Fund shall bear all expenses of its
own hereunder, including without limitation the cost of registration of its
shares and the cost of preparing its prospectus, proxy materials, periodic
reports to shareholders, and other materials prepared by such Scudder Fund, and
shall not receive from Service Provider any monetary compensation or
reimbursement for such expenses.
2.04. Administrative Fees. In consideration of Service Provider's
performance of the Administrative Services, each Scudder Fund shall pay to
Service Provider the fees (the "Administrative Fees") described in Schedule C
hereto, as such Schedule C may be amended from time to time with the mutual
consent of Service Provider and the applicable Scudder Fund.
5
<PAGE>
2.05. Calculation and Payment of Fees. The Administrative Fees shall be
due each calendar month from each Scudder Fund for which the Service Provider
performs Administrative Services pursuant to this Agreement. Each Scudder Fund
making a payment for such Administrative Fees for such calendar month shall make
payment within thirty (30) days after the last day of such month. Service
Provider shall have sixty (60) days following receipt of the payment to verify
the amount of the payment and after such time the amount will be considered
final.
3. Representations and Warranties
3.01 Service Provider's Representations. Service Provider represents and
warrants to the Transfer Agent and each Scudder Fund that:
(a) It is a corporation duly organized and validly existing
and in good standing under the laws of the State of Delaware;
(b) It has full power and authority under applicable law to
carry on its business, and is registered or licensed as required, in each
jurisdiction where it conducts its business;
(c) It has full power and authority under applicable law, and
has taken all actions necessary, to enter into and to perform this Agreement;
(d) It is duly registered as a transfer agent under section
17A of the Securities Exchange Act of 1934, as amended ("1934 Act");
(e) It is duly registered as a broker-dealer under section 15
of the 1934 Act; or, if it not so registered, it is not required to be so
registered in order to perform this Agreement, and it undertakes to comply with
any determination by a governmental agency or court of competent jurisdiction
that activities substantially similar to those of the Service Provider hereunder
are such as to require registration as a broker-dealer under the 1934 Act;
(f) It maintains and knows of no reason why it cannot or will
not during the term hereof maintain adequate offices, personnel and computer and
other equipment to perform the services contemplated by this Agreement;
(g) To the best of its knowledge, it will not be a "fiduciary"
of any Plan as such term is defined in section 3 (21) of the Employment
Retirement Income Security Act of 1974, as amended ("ERISA"), and section 4975
of the Internal Revenue Code of 1986, as amended (the "Code"); and
6
<PAGE>
(h) To the best of its knowledge, the receipt for the
Administrative Fees by Service Provider will not constitute a "prohibited
transaction" as such term is defined in section 406 of ERISA and section 4975 of
the Code.
3.02. Transfer Agent's Representations. The Transfer Agent represents
and warrants to Service Provider that:
(a) It is a corporation duly organized, validly existing and
in good standing under the laws of The Commonwealth of Massachusetts;
(b) It has full power and authority to carry on its business
in The Commonwealth of Massachusetts;
(c) It has full power and authority under applicable law, and
has taken all actions necessary, to enter into and to perform this Agreement;
(d) It is authorized to appoint Service Provider as agent for
the Scudder Funds for the limited purpose set forth herein; and
(e) It is duly registered as a transfer agent under section
17A of the 1934 Act.
3.03. Fund Representations. Each Scudder Fund represents and warrants
to Service Provider that:
(a) It has full power and authority under applicable law, and
has taken all actions necessary, to enter into and to perform this Agreement;
and
(b) It is duly registered as an investment company under the
1940 Act.
4. Indemnification
4.01. By Transfer Agent. The Transfer Agent shall indemnify and hold
Service Provider, each Scudder Fund, and their directors, trustees, officers and
employees harmless from and against any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liabilities arising out of or attributable
to:
(a) the Transfer Agent's refusal or failure to comply with the
provisions of this Agreement, or
(b) the lack of good faith, negligence or willful misconduct
of the Transfer Agent, or
7
<PAGE>
(c) the breach of any representation or warranty of the
Transfer Agent hereunder.
4.02. By Funds. Each Scudder Fund shall indemnify and hold the Transfer
Agent, each affiliate of the Transfer Agent, Service Provider, and their
directors, officers and employees harmless from and against any and all losses,
damages, costs, charges, counsel fees, payments, expenses and liabilities
arising out of or attributable to:
(a) such Scudder Fund's refusal or failure to comply with the
provisions of this Agreement, or
(b) the lack of good faith, negligence or willful misconduct
of such Scudder Fund, or
(c) the breach of any representation or warranty of such
Scudder Fund hereunder.
4.03. By Service Provider. Service Provider shall indemnify and hold
the Transfer Agent, each affiliate of the Transfer Agent, each Scudder Fund, and
their directors, trustees, officers and employees harmless from and against any
and all losses, damages, costs, charges, counsel fees, payments, expenses and
liabilities arising out of or attributable to:
(a) Service Provider's refusal or failure to comply with the
provisions of this Agreement or with instructions properly given hereunder
(whether as a result of the acts or omissions of Service Provider or of its
agents or subcontractors), whether it is performing functions on behalf of the
Plans, as Plan Agent, or providing Administrative Services as Service Provider,
or
(b) Service Provider's performance of the Administrative
Services, or
(c) the lack of good faith, negligence or willful misconduct
of Service Provider (or its agents or subcontractors), whether it is performing
functions on behalf of the Plans, as Plan Agent, or providing Administrative
Services as Service Provider, or
(d) the breach of any representation or warranty of Service
Provider hereunder.
4.04. Acts of God. In the event that any party is unable to perform its
obligations under the terms of this Agreement because of acts of God, strikes,
equipment or transmission failure or damage reasonably beyond its control, or
other causes reasonably beyond its control, such party shall not be liable to
any other party for any damages resulting from such failure to perform or
otherwise from such causes.
8
<PAGE>
4.05. No Consequential Damages. No party to this Agreement shall be
liable to any other party for consequential damages under any provision of this
Agreement.
4.06. Claim Procedure. In order that the indemnification provisions
contained herein shall apply, upon the assertion of a claim or loss for which
any party (the "Indemnitor") may be required to indemnify another party (the
"Indemnitee"), the Indemnitee shall promptly notify the Indemnitor of such
assertion or loss, and shall keep the Indemnitor advised with respect to all
developments concerning any such claim. The Indemnitor shall have the option to
participate at its expense with the Indemnitee in the defense of any such claim.
In the event that there is more than one Indemnitor with respect to any such
claim, the Indemnitors shall agree as to their exercise of this option. The
Indemnitee shall in no case confess any claim or make any compromise in any case
in which the Indemnitor may be required to indemnify it except with the
Indemnitor's prior written consent. The obligations of the Transfer Agent, the
Scudder Funds and Service Provider under this Section 4 shall survive the
termination of this Agreement.
5. Acknowledgements
5.01. Fees Solely for Administrative Services. The parties hereto
acknowledge that the Administrative Fees are for administrative and
recordkeeping services only and do not constitute payment in any manner for
investment advisory or distribution services. The parties acknowledge that
Service Provider also has been providing and will continue to provide certain
services to the Plans as agent of the Plans, which may involve, among other
things, preparing informational or promotional materials that may refer to the
Scudder Funds and responding to telephone inquires from Plan participants. The
parties acknowledge that the provision of such services and any other actions of
Service Provider related to the Scudder Funds and not specifically authorized
herein are outside the scope of this Agreement and will be taken in the capacity
of agent of the Plans.
5.02. Service Provider Acting as Plan Agent. The parties acknowledge
that Service Provider has been selected as agent to the Plans and as a provider
of administrative and recordkeeping services by the Plans, and not by the
Transfer Agent or any Scudder Fund, and that, except as provided specifically in
Section 1.07 hereof, Service Provider will perform the Administrative Services
hereunder as an independent contractor and not as an employee or agent of the
Transfer Agent or any Scudder Fund. The parties acknowledge, further, that
neither the Transfer Agent nor any Scudder Fund undertakes to supervise Service
Provider in the performance of the Administrative Services; that neither the
Transfer Agent nor any Scudder Fund shall be responsible for Service Provider's
performance of the Administrative Services; that neither the Transfer Agent nor
any Scudder Fund shall be responsible for the accuracy of the records maintained
by Service Provider for the Plans; and that neither the Transfer Agent nor any
Scudder Fund shall be responsible for Service Provider's performance of other
functions for the Plans.
9
<PAGE>
5.03. No Investment Advice. The parties hereto acknowledge that Service
Provider has no duty or obligation under this Agreement to recommend or promote
investment in any of the Scudder Funds, and that none of the services Service
Provider is to provide under this Agreement should be viewed as constituting
investment advice with respect to any Plan's selection of any Scudder Fund as an
investment. The parties hereto further acknowledge that there is nothing in this
Agreement or the services to be provided hereunder that is intended to create
any authority or responsibility that would render any of the parties a
"fiduciary" (within the meaning of Section 3(21) of the ERISA) with respect to
the Group Trust or any Custodial Account.
5.04. Laws Applicable to Funds. Service Provider acknowledges that each
Scudder Fund, as a registered investment company under the 1940 Act, is subject
to the provisions of the 1940 Act and regulations thereunder, and that the offer
and sale of its shares are subject to the provisions of federal and state laws
and regulations applicable to the offer and sale of securities. The Transfer
Agent and each Scudder Fund acknowledges that Service Provider is not
responsible for such Scudder Fund's compliance with such laws and regulations.
If the Transfer Agent or any Scudder Fund advises Service Provider that a
procedure of Service Provider related to the discharge of its obligations
hereunder has or may have the effect of causing the Transfer Agent or any
Scudder Fund to violate any of such laws or regulations, Service Provider shall
develop a mutually agreeable alternative procedure which does not have such
effect.
6. Termination of Agreement
6.01. By Written Notice. This Agreement may be terminated by any
party upon sixty (60) days written notice to each other party.
6.02. By Transfer Agent or Fund. This Agreement may be terminated by
the Transfer Agent or any Scudder Fund immediately upon notice to each other
party in the event that (a) Service Provider becomes unable for any reason to
perform the services contemplated by this Agreement, (b) the performance by
Service Provider of the services contemplated by this Agreement becomes in the
Transfer Agent's reasonable judgment unlawful or ceases to satisfy the Transfer
Agent's reasonable standards and so becomes unacceptable to the Transfer Agent,
(c) the Transfer Agent ceases to be the transfer agent for all the Scudder
Funds, (d) all the Scudder Funds cease to be investment alternatives under all
the Plans, (e) all the Scudder Funds decline to accept any additional purchase
or redemption requests for Shares, the Securities and Exchange Commission issues
any stop order suspending the effectiveness of the registration statements or
prospectuses of all the Scudder Funds, or current prospectuses for all the
Scudder Funds are not on file with the Securities and Exchange Commission as
required by section 10 of the Securities Act of 1933, as amended. To the extent
that any of the events enumerated above occurs with respect to one or more
Scudder Funds, but not with respect to all the Scudder Funds, or that one or
more Scudder Funds, but not all the Scudder Funds, terminates this Agreement, in
lieu of termination of this Agreement the Transfer Agent shall amend Schedule A
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<PAGE>
hereto with notice to the other parties to remove the affected Scudder Funds
from such Schedule A. To the extent that any of the events enumerated above
occurs with respect to one or more Plans, but not with respect to all the Plans,
in lieu of termination of this Agreement the Transfer Agent shall amend Schedule
B hereto with notice to the other parties to remove the affected Plans from such
Schedule B.
6.03. By Service Provider. This Agreement may be terminated by Service
Provider immediately upon notice to the other parties in the event that (a) the
Transfer Agent ceases to be the transfer agent for all the Scudder Funds or (b)
all the Scudder Funds cease to be investment alternatives under the Plans.
6.04. Termination Procedures. Upon termination of this Agreement, each
party shall return to each other party all copies of confidential or proprietary
materials or information received from such other party hereunder, other than
materials or information required to be retained by such party under applicable
laws or regulations. This provision shall survive the termination of this
Agreement.
7. Assignment
7.01. Assignment. Neither this Agreement nor any rights or
obligations hereunder may be assigned or delegated by any party without the
written consent of the other parties.
7.02. Successors. This Agreement shall inure to the benefit of and be
binding upon the parties and their respective permitted successors and assigns.
8. Notices
Notices hereunder shall be in writing, shall be delivered personally,
sent by certified mail (return receipt requested), or sent by facsimile machine
in accordance with procedures established by agreement of the Transfer Agent and
Service Provider, and shall be addressed to a party either at its address below
or at a changed address specified by it in a notice to the other parties hereto:
Transfer Agent: SCUDDER SERVICE CORPORATION
Two International Place
Boston, Massachusetts 02110
Attention: Steven J. Towle
Vice President
11
<PAGE>
Any Scudder Fund: [Name of Scudder Fund]
c/o Scudder Service Corporation
Two International Place
Boston, Massachusetts 02110
Attention: Thomas F. McDonough
Secretary
Service Provider: COPELAND ASSOCIATES, INC.
Two Tower Center
East Brunswick, NJ 08816
Attention: Paul S. Feinberg, Esq.
General Counsel
9. Amendment
Except as otherwise provided herein, this Agreement may be amended or
modified only by a written agreement executed by all the parties; provided that
an amendment solely to add or remove any Scudder Fund as a party to this
Agreement may be made, and shall be valid and binding, by the addition or
removal of the relevant Fund's listing on Schedule A and its signature below
without requiring the other parties' signatures and shall be effective as of the
date of execution, unless any other party objects in writing within thirty (30)
days after receiving notice of such amendment.
10. Massachusetts Law to Apply
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts, without regard to conflicts of laws principles.
11. Entire Agreement
This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject matter
hereof whether oral or written. Nothing contained in this Agreement is intended
to convey rights to any third parties, such as Plans, Plan Trustees or Plan
participants.
12. Counterparts
This Agreement may be executed in one or more counterparts, each of
which shall be an original document and all of which together shall be deemed
one and the same instrument.
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<PAGE>
13. Limitation of Liability of the Scudder Funds, Trustees and Shareholders
It is understood and expressly stipulated that none of the trustees,
officers, agents, or shareholders of any Scudder Fund shall be personally liable
hereunder. It is understood and acknowledged that all persons dealing with any
Scudder Fund must look solely to the property of such Scudder Fund for the
enforcement of any claims against such Scudder Fund as neither the trustees,
officers, agents or shareholders assume any personal liability for obligations
entered into on behalf of any Scudder Fund. No Scudder Fund shall be liable for
the obligations or liabilities of any other Scudder Fund. No series of any
Scudder Fund, if any, shall be liable for the obligations of any other series.
14. Headings
The headings contained in this Agreement are for purposes of
convenience only and shall not affect the meaning or interpretation of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
SCUDDER SERVICE CORPORATION
By: /s/Steven J. Towle
Name: Steven J. Towle
Title: Vice President
COPELAND ASSOCIATES, INC.
By: /s/ Paul S. Feinberg
Name: Paul S. Feinberg
Title: Senior Vice President
* SIGNATURES OF SCUDDER FUNDS
ON THE FOLLOWING PAGE
13
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above or below written.
SCUDDER DEVELOPMENT FUND
SCUDDER EQUITY TRUST, on behalf of
Scudder Capital Growth Fund
Scudder Value Fund
SCUDDER GLOBAL FUND, INC., on behalf of
Scudder Global Fund
Scudder Global Small Company Fund
SCUDDER INTERNATIONAL FUND, INC., on behalf of
Scudder Greater Europe Growth Fund
Scudder Pacific Opportunities Fund
Scudder International Fund
SCUDDER INVESTMENT TRUST, on behalf of
Scudder Growth and Income Fund
Scudder Quality Growth Fund
SCUDDER MUTUAL FUNDS, INC., on behalf of
Scudder Gold Fund
SCUDDER PORTFOLIO TRUST, on behalf of
Scudder Balanced Fund
By: /s/ Thomas F. McDonough
Name: Thomas F. McDonough
Title: Secretary
Date: 5/24/95
14
<PAGE>
Schedule A
LIST OF SCUDDER FUNDS
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 PACIFIC OPPORTUNITIES FUND
SCUDDER QUALITY GROWTH FUND
SCUDDER VALUE FUND
SCUDDER GROWTH AND INCOME FUND
SCUDDER BALANCED FUND
On behalf of the Funds listed on Schedule A:
By: /s/ Thomas F. McDonough
Thomas F. McDonough
Date: 5/24/95
- --------
* Service Provider will not receive Administrative Fees for providing
Administrative Services until further notice.
<PAGE>
Schedule B
The Administrative Services
1. Maintain separate adequate records for each Plan reflecting Shares
purchased and redeemed, including dates and prices for all transactions, and
Share balances. To the extent required under the 1940 Act and rules thereunder,
such records shall be preserved, maintained and made available in accordance
with the provisions of such Act and such rules, and copies or, if required,
originals shall be surrendered promptly to the Transfer Agent on and in
accordance with its request. Records surrendered hereunder shall be in machine
readable form, except to the extent that such records have been maintained only
in paper form.
2. Disburse or credit to the Group Trust or Custodial Accounts, and
maintain records of, all proceeds of Share redemptions and distributions not
reinvested in Shares.
3. Ensure and oversee the timely transfer of funds in connection
with Plan accounts with the Scudder Funds.
4. Prepare and deliver to the Group Trust periodic account statements
showing for each Plan the total number of Shares held as of the statement
closing date, purchases and redemptions of Shares during the statement period,
and dividends and other distributions paid during the statement period (whether
paid in case or reinvested in Shares), including dates and prices for all
transactions.
5. On behalf of and as required by the Group Trust or Custodial
Accounts, deliver to Plan participants (or deliver to the Plans for distribution
to Plan participants) prospectuses, proxy materials, periodic reports to
shareholders, and other materials provided by the Transfer Agent or the Scudder
Funds.
6. Receive Instructions from Plan Agent and communicate Orders to the
Transfer Agent as specified in this Agreement.
7. Transmit confirmations of Orders to the Plans.
8. Maintain daily and monthly purchase summaries (expressed in both
Share and dollar amounts) for each Plan.
9. Settle Orders in accordance with the terms of each Scudder
Fund's prospectus.
<PAGE>
10. Transmit to the Transfer Agent, or to any Scudder Fund designated
by the Transfer Agent, such occasional and periodic reports as the Transfer
Agent shall reasonably request from time to time to enable it or such Scudder
Fund to comply with applicable laws and regulations.
2
<PAGE>
Schedule C
The Administrative Fees
The Scudder Funds listed on Schedule A will pay the Service Provider a
monthly fee at an annualized rate of .25 of 1% (25 basis points) of the average
daily account balance during the month for each account registered with Transfer
Agent for which Service Provider performs Administrative Services. If Service
Provider begins or ceases performing Administrative Services during the month,
such fee shall be prorated according to the proportion which such portion of the
month bears to the full month.
<PAGE>
FUND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made on the 12th day of April, 1995 between Scudder
International Fund, Inc. (the "Fund"), on behalf of Scudder International 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.
<PAGE>
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.
2
<PAGE>
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.
3
<PAGE>
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
4
<PAGE>
If to the Fund - Portfolio: Scudder International Fund, Inc.
Scudder International 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 International Fund
By: /s/ Nicholas Bratt
Nicholas Bratt
President
[SEAL] SCUDDER FUND ACCOUNTING CORPORATION
By: /s/ Pamela A. McGrath
Pamela A. McGrath
Vice President
5
<PAGE>
Scudder Fund Accounting Corp.
Fund Accounting Fee Schedule
Scudder Funds
Fund Accounting Service--Maintain and preserve accounts, books, records and
other documents as are required of the Fund under Section 31 of the
Investment Company Act of 1940 and Rules 31a-1 and 31a-2. Record the
current day's trading activity and such other proper bookkeeping entries as
are necessary for determining that day's net asset value. Calculate net
asset value.
I. Annual Fees per Portfolio
Money Market Funds
Fund Net Assets Annual Fee
------------------------ ------------------
First $150 Million 2.00 Basis Points
Next $850 Million .60 Basis Points
Excess--Over $1 billion .35 Basis Points
A minimum monthly fee of $2,500 will be applied.
Domestic Fixed Income Funds
Fund Net Assets Annual Fee
------------------------ ------------------
First $150 Million 2.50 Basis Points
Next $850 Million .75 Basis Points
Excess--Over $1 billion .45 Basis Points
A minimum monthly fee of $3,125 will be applied.
Domestic Equity Funds
Fund Net Assets Annual Fee
------------------------ ------------------
First $150 Million 2.50 Basis Points
Next $850 Million .75 Basis Points
Excess--Over $1 billion .45 Basis Points
A minimum monthly fee of $3,125 will be applied.
International Equity Funds
Fund Net Assets Annual Fee
------------------------ ------------------
First $150 Million 6.50 Basis Points
Next $850 Million 4.00 Basis Points
Excess--Over $1 billion 2.00 Basis Points
A minimum monthly fee of $4,167 will be applied.
<PAGE>
Scudder Fund Accounting Corp.
Fund Accounting Fee Schedule
Scudder Funds
International Fixed Income Funds
Fund Net Assets Annual Fee
------------------------ ------------------
First $150 Million 8.00 Basis Points
Next $850 Million 6.00 Basis Points
Excess--Over $1 billion 4.00 Basis Points
A minimum monthly fee of $4,167 will be applied.
II. Holdings Charge
For each issue maintained--monthly charge $7.50
III. Portfolio Trades
Money Market Instruments $5.00
Domestic Fixed Income Securities $10.00
Domestic Equity Securities $10.00
Options, Futures and Forward Contracts $25.00
Foreign Equity and Fixed Income Securities $25.00
Foreign Currency Options and Futures Contracts $35.00
Foreign Options and Futures Contracts $35.00
IV. Out-of-Pocket Expenses
A billing for the recovery of applicable out-of-pocket expenses will be
made at the end of each month. Out-of-pocket expenses include, telephone,
courier or delivery service, legal fees, fees for pricing services and all
other reasonable out-of-pocket expenses.
Fund/Portfolio Scudder Fund Accounting Corp.
------------------------ --------------------------------
By:_____________________________ By:_____________________________
Title:__________________________ Title:__________________________
Date:___________________________ Date:___________________________
<PAGE>
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
<TABLE>
<S> <C> <C>
Invest in any Scudder Fund with an Name of Fund (See below for Investment Amount
initial investment of $1,000 or more complete fund name.)
per fund. Be sure to read the _______________________________ $___________________
prospectus before you invest. You may _______________________________ ___________________
request an additional prospectus or _______________________________ ___________________
an IRA application by calling _______________________________ ___________________
1-800-225-2470. Total$_____________
</TABLE>
<TABLE>
<C> <C> <C> <C> <C> <C>
/ / By check (Payable to "The / / Reinvest dividends / / Mail dividends
Scudder Funds")
or
/ / By wire. Call 1-800-225-5163 / / Electronically transfer dividends to my bank, which is an
for instructions. Automated Clearing House (ACH) member.
</TABLE>
<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 / / Greater Europe Growth Fund
/ / International Bond Fund / / New York Tax Free Fund / / International Fund
/ / Short Term Bond Fund / / New York Tax Free Money Fund / / Latin America Fund
/ / Short Term Global Income Fund / / Ohio Tax Free Fund / / Pacific Opportunities Fund
/ / Zero Coupon 2000 Fund / / Pennsylvania Tax Free Fund / / Quality Growth Fund
Tax Free Funds Growth & Income Funds / / The Japan Fund
/ / High Yield Tax Free Fund / / Balanced Fund / / Value Fund
/ / Limited Term Tax Free Fund / / Growth and Income Fund
</TABLE>
<TABLE>
<C> <C> <C>
For Scudder use only. __________________ __________________
This portion is used to expedite __________________ __________________
the processing of your __________________ __________________
application.
</TABLE>
<PAGE>
STEP 2 REGISTER YOUR ACCOUNT (Choose one)
<TABLE>
<C> <C> <C>
/ / Individual Account Name Social Security Number - Required
___________________________ ___ ___ ___-___ ___-___ ___ ___ ___
/ / Joint Account Name Social Security Number - Required
Joint ownership means ___________________________ ___ ___ ___-___ ___-___ ___ ___ ___
joint tenants with ___________________________
rights of survivorship,
and not tenants in
common, unless otherwise
specified.
/ / Custodial Account (Gift to Custodian's Name (only one) Minor's Social Security Number - Required
Minors)
One application is required ___________________________ ___ ___ ___-___ ___-___ ___ ___ ___
for each minor.
Minor's Name Minor's State of Residence
___________________________ __________________________________
/ / Trust, Corporation, Business, Trust/Corporate Name Trustee's Name
or Other ___________________________ ___________________________
We require a corporate ___________________________ ___________________________
resolution form for
corporations requesting Trust Date Tax ID Number - Required
telephone redemption. Call ___________________________ ___________________________
1-800-225-5163.
</TABLE>
STEP 3 PROVIDE YOUR ADDRESS AND OTHER INFORMATION
<TABLE>
<C> <C>
Address / /U.S. Citizen / /Resident Alien
/ /Nonresident Alien
____________________________________________ If nonresident alien, country of
____________________________________________ residence for tax
____________________________________________ purposes __________________________
Daytime Phone (___)_________________________ Occupation ________________________
Employer __________________________
</TABLE>
STEP 4 SIGN YOUR NAME (Be sure to read the certification and authorization
section)
<TABLE>
<C> <C> <C>
Please be sure to sign your Signature Date
name(s)exactly as in Step 2 above. ____________________________ ____________________________
Check one: Signature Date
/ /Owner / /Trustee / /Custodian ____________________________ ____________________________
/ /Other _________________________ Joint Owner/Trustee
</TABLE>
STEP 5 SIGN UP FOR CHECKWRITING (An optional service)
<TABLE>
<C> <C> <C>
Complete the signature card By completing the signature
to the right for our free, card, you agree to the
unlimited checkwriting pertinent rules and
service. This service, regulations of the State
which is available for the Street Bank and Trust
nine funds listed, lets you Company. These rules may be
write checks in amounts as amended from time to time.
low as $100 against your
fund holdings. Each check Note: Every person
written continues to earn registered on the account
income in the fund until it MUST sign the signature
clears your account. Your card, even if only one
checkbook will be mailed person will be signing the
promptly. checks.
</TABLE>
<PAGE>
STEP 6 ESTABLISH YOUR ACCOUNT FEATURES
<TABLE>
<C> <C>
You may choose one or all of the A. / / Automatic Investment Plan (AIP): Add to your Scudder
following options by checking the Fund automatically and regularly. Complete below and we'll
appropriate box and providing the deduct money from your bank checking account to purchase
information requested. additional shares for you. This Plan involves continuous
investment, regardless of share-price levels, and does not
Please attach a voided check below assure a profit or protect against loss in down markets.
for these services. (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 _______
month
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 wired or 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.
</TABLE>
(GRAPHIC OF A CHECK IS LOCATED HERE TO INDICATE WHERE A VOIDED CHECK IS SUPPOSED
TO BE TAPED)
AUTOMATIC BENEFITS
<TABLE>
<C> <C>
A. Scudder Automated With SAIL you can access information on your Scudder Fund
Information Line account 24 hours a day, including yields, prices, total
(SAIL(tm)) 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 You may exchange among your Scudder Funds or have the proceeds
and Redemption (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.
</TABLE>
<TABLE>
<C> <C> <C>
SIGNATURE CARD DID YOU REMEMBER TO...
Please indicate the fund(s) for which you are requesting / / Select your fund and fill in
checkwriting service: the amount invested?
/ / Scudder Cash Investment / / Scudder CA Tax Free
Trust Money Fund
/ / Scudder U.S. Treasury Money / / Scudder NY Tax Free / / Enclose your check made out
Fund Money Fund to the "Scudder Funds"?
/ / Scudder Tax Free Money / / Scudder Short Term Bond
Fund Fund
/ / Scudder Medium Term Tax / / Scudder Limited Term / / Include your social security
Free Fund Tax Free Fund number in Step 2?
/ / Scudder Mass. Limited Term
Tax Free Fund
/ / Sign the application in Step
4 exactly as registered?
Account Owners (exactly as in Step 2)
Your Name(s) / / Attach a voided check in Step
__________________________ ___________________________ 6?
Your Signatures (exactly as in Step 2)
1. ___________________________ / / Sign the checkwriting card,
if applicable?
2. ___________________________
How many signatures are required to sign each check? / / One / / All
</TABLE>
<PAGE>
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, for 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 AutoBuy/AutoSell 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.
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of Scudder International Fund, Inc.:
We consent to the incorporation by reference in Post-Effective Amendment No. 45
to the Registration Statement of Scudder International Fund, Inc. on Form N-1A,
of our report dated May 15, 1995 on our audit of the financial statements and
financial highlights of Scudder International Fund, which report is included in
the Fund's Annual Report to Shareholders for the year ended March 31, 1995,
which is 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.
July 12, 1995
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from the Scudder International Fund Annual
Report for the fiscal year ended March 31, 1995 and is
qualified in its entirety by reference to such
financial statements.
</LEGEND>
<SERIES>
<NUMBER> 1
<NAME> Scudder International Fund
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1995
<PERIOD-START> APR-01-1994
<PERIOD-END> MAR-31-1995
<INVESTMENTS-AT-COST> 1,977,972,949
<INVESTMENTS-AT-VALUE> 2,203,560,171
<RECEIVABLES> 46,480,881
<ASSETS-OTHER> 5,594,249
<OTHER-ITEMS-ASSETS> 61,513,062
<TOTAL-ASSETS> 2,317,148,363
<PAYABLE-FOR-SECURITIES> 34,039,188
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 90,950,205
<TOTAL-LIABILITIES> 124,989,393
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,987,527,437
<SHARES-COMMON-STOCK> 55,183,581
<SHARES-COMMON-PRIOR> 51,177,699
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (20,685,063)
<ACCUMULATED-NET-GAINS> (878,845)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 226,195,441
<NET-ASSETS> 2,192,158,970
<DIVIDEND-INCOME> 28,663,740
<INTEREST-INCOME> 9,707,973
<OTHER-INCOME> 0
<EXPENSES-NET> 27,248,331
<NET-INVESTMENT-INCOME> 11,123,382
<REALIZED-GAINS-CURRENT> 47,380,473
<APPREC-INCREASE-CURRENT> (110,709,497)
<NET-CHANGE-FROM-OPS> (52,205,642)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 129,363,905
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 16,848,858
<NUMBER-OF-SHARES-REDEEMED> (15,792,402)
<SHARES-REINVESTED> 2,949,426
<NET-CHANGE-IN-ASSETS> (6,182,183)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 59,310,225
<OVERDISTRIB-NII-PRIOR> (8,283,579)
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 19,032,146
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 27,248,331
<AVERAGE-NET-ASSETS> 2,293,802,806
<PER-SHARE-NAV-BEGIN> 42.96
<PER-SHARE-NII> .21
<PER-SHARE-GAIN-APPREC> (1.03)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (2.42)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 39.72
<EXPENSE-RATIO> 1.19
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
