SCUDDER INTERNATIONAL FUND INC
497, 1996-09-17
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[Image]     Scudder International Fund Prospectus                [Image]
- ---------------------------------------------------------------------------
Application request

     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, 1996, as amended from time to time, may be
     obtained without charge by writing Scudder Investor Services, Inc.,
     Two International Place, Boston, MA 02110-4103 or calling
     1-800-225-2470. The Statement, which is incorporated by reference into
     this prospectus, has been filed with the Securities and Exchange
     Commission.

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

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

     Scudder International Fund

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

     Prospectus
     August 1, 1996

     As Revised September 6, 1996

     ----------------------------------------------------------------------
     A pure no-load(tm) (no sales charges) mutual fund seeking long-term
     growth of capital primarily from foreign equity securities.

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     Expense information

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

       This information is designed to help you understand the various
       costs and expenses of investing in Scudder 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        NONE
       load)

       Commissions to reinvest dividends                  NONE

       Redemption fees                                    NONE *

       Fees to exchange shares                            NONE

       2) Annual Fund operating expenses: Expenses paid by the Fund before
       it distributes its net investment income, expressed as a percentage
       of the Fund's average daily net assets for the fiscal year ended
       March 31, 1996.

       Investment management fee                          0.82%

       12b-1 fees                                         NONE

       Other expenses                                     0.32%
                                                          ------

       Total Fund operating expenses                      1.14%
                                                          ====

       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            $36               $63               $139

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

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

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     Financial highlights

     The following table includes selected data for a share outstanding
     throughout each period (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,
     1996 and may be obtained without charge by writing or calling Scudder
     Investor Services, Inc.
<TABLE>
<CAPTION>

                                                                      YEARS ENDED MARCH 31,
                                        ------------------------------------------------------------------------------
                                          1996    1995    1994    1993    1992    1991    1990    1989    1988    1987
                                        ------------------------------------------------------------------------------
<S>                                     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>   
     Net asset value,

      beginning of period ...........   $39.72  $42.96  $35.69  $34.36  $34.69  $37.00  $34.79  $33.43  $44.05  $36.93
                                        ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
     Income from investment
      operations:
      Net investment
       income .......................      .38     .21     .31     .38     .44     .80     .49     .40     .45     .47
      Net realized and
       unrealized gain (loss)
       on investment
       transactions .................     7.19   (1.03)   7.74    2.64    (.37)   (.39)   5.30    4.15    (.86)  13.07
                                        ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
     Total from investment
      operations ....................     7.57    (.82)   8.05    3.02     .07     .41    5.79    4.55    (.41)  13.54
                                        ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
     Less distributions:
      From net investment income ....     (.40)     --    (.63)   (.83)     --    (.74)  (.43)    (.13)   (.82)   (.49)
      In excess of net
        investment income ...........       --      --    (.06)     --      --      --      --      --      --      --
      From net realized gains
        on investment transactions ..    (1.18)  (2.42)   (.09)   (.86)   (.40)  (1.98)  (3.15)  (3.06)  (9.39)  (5.93)
                                        ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
     Total distributions ............    (1.58)  (2.42)   (.78)  (1.69)   (.40)  (2.72)  (3.58)  (3.19) (10.21)  (6.42)
                                        ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
     Net asset value,
      end of period .................   $45.71  $39.72  $42.96  $35.69  $34.36  $34.69  $37.00  $34.79  $33.43  $44.05
                                        ======  ======  ======  ======  ======  ======  ======  ======  ======  ======
     TOTAL RETURN (%) ...............    19.25   (2.02)  22.69    9.12     .18    1.46   17.08   14.34    (.47)  40.18
     RATIOS AND
     SUPPLEMENTAL DATA
     Net assets, end of period
      ($ millions) ..................    2,515   2,192   2,198  1,180      933     929     783     550     559     791
     Ratio of operating
      expenses to average
      net assets (%) ................     1.14    1.19    1.21   1.26     1.30    1.24    1.18    1.22    1.21    1.09
     Ratio of net investment
      income to average
      net assets (%) ................      .86     .48     .75   1.13     1.25    2.22    1.33    1.20    1.16    1.19
     Portfolio turnover rate (%) ....     45.2    46.3    39.9   29.2     50.4    70.1    49.4    48.3    54.8    66.5

     (a) Based on monthly average shares outstanding during the period.
</TABLE>

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     A message from Scudder's chairman

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

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

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

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

     Scudder International Fund

     Investment objective
        o long-term growth of capital primarily from foreign equity
          securities

     Investment characteristics
        o professional management to help investors without the time or
          expertise to invest directly in foreign securities
        o international diversification which helps reduce international
          investment risk
        o convenient participation in investments denominated in foreign
          currencies
        o daily liquidity at current net asset value

     Contents

     Investment objective and policies

     Why invest in the Fund?

     International investment experience

     Additional information about policies and investments

     Investment results

     Distribution and performance information

     Fund organization

     Purchases

     Exchanges and redemptions

     Transaction information

     Shareholder benefits

     Directors and Officers

     Investment products and services

     How to contact Scudder

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     Investment objective and policies

     Scudder International Fund (the "Fund"), a 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.

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     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").

     In addition, the Fund may enter into repurchase agreements, and may
     engage in strategic transactions, which may include derivatives.

     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.

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     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.

     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-load(tm) funds and provides a wide range of services to help
     investors meet their investment needs. Please refer to "Investment
     products and services" for additional information.

     International investment experience

     The Adviser 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 Bond Fund, and Scudder Global Discovery 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,
     Scudder Emerging Markets Income Fund, which invests in debt securities
     issued in emerging markets, and Scudder Emerging Markets Growth Fund,
     which invests in equity investments 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 $8 billion as of June 30, 1996.

     Additional information about policies and investments

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

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

     The Fund may not invest more than 25% of its 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 total assets, in the aggregate, in
     securities which are not readily marketable, restricted securities and
     repurchase agreements maturing in more than seven days.

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

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

     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.

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

     Foreign securities. Investments in foreign securities involve special
     considerations due to 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.

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

     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.

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

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

     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."

      Annual capital changes -- past ten years*
      Years
      Ended      Net Asset       Dividends  Capital Gains       Capital
      March 31,  Value/Share     ---------- Distributions       Change
      ----------------------------          -------------------------------
      1986       $36.93
      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
      1996       45.71           0.40       1.18                +18.19

      Growth of a $10,000 investment
                                                  Total Return
                                                  -------------------------
      Years Ended March Value of Initial $10,000  Average
      31, 1996          Investment                Annual       Cumulative
      --------------------------------------------------------------------
      One Year          $ 11,925                  + 19.25%     + 19.25%
      Five Years        $ 15,670                  + 9.40%      + 56.70%
      Ten Years         $ 29,692                  + 11.50%     + 196.92%

     * 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.

     Distribution and performance information

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     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 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. All types of total return
     calculations assume that all dividends and capital gains distributions
     during the period were reinvested in shares of the Fund. "Capital
     change" measures return from capital, including reinvestment of any
     capital gains distributions but does not include the reinvestment of
     dividends. Performance will vary based upon, among other things,
     changes in market conditions and the level of the Fund's expenses.

     Fund organization

     Scudder 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 be called for purposes such as electing
     or removing Directors, changing fundamental investment policies or
     approving an investment advisory contract. Shareholders will be
     assisted in communicating with other shareholders in connection with
     removing a Director as if Section 16(c) of the 1940 Act were
     applicable.

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

     The Adviser receives an investment management fee for these services.
     As of September 4, 1996, the Fund pays the adviser an annual fee of
     0.90% of the first $500 million of average daily net assets, 0.85% of
     such assets in excess of $500 million, 0.80% of such assets in excess
     of $1 billion, 0.75% of such assets in excess of $2 billion and 0.70%
     of such assets in excess of $3 billion. The Fund's fee is graduated so
     that increases in the Fund's net assets may result in a lower annual
     fee rate and decreases in the Fund's net assets may result in a higher
     annual fee rate.

     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.

     Prior to September 4, 1996 the investment management fee was equal, on
     an annual basis, to 0.90% of the first $500 million of average daily
     net assets, 0.85% of such assets in excess of $500 million, 0.80% of
     such assets in excess of $1 billion, and 0.75% of such assets in
     excess of $2 billion.

     For the fiscal year ended March 31, 1996, the Adviser received an
     investment management fee of 0.82% of the Fund's average daily net
     assets.

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

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

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

     Custodian
     Brown Brothers Harriman & Co. is the Fund's custodian.

Profile|Application Request

     Purchases

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

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

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

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

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

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

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

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

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

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

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

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

Profile|Application Request

     Exchanges and redemptions

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

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

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

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

                                 Send your instructions

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

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

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

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

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

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

     Transaction information

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

     By check. If you purchase shares with a check that does not clear,
     your purchase will be canceled and you will be subject to any losses
     or fees incurred in the transaction. Checks must be drawn on or
     payable through a U.S. bank. If you purchase shares by check and
     redeem them within seven business days of purchase, the Fund may hold
     redemption proceeds until the purchase check has cleared. If you
     purchase shares by federal funds wire, you may avoid this delay.
     Redemption 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. 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 "AutoBuy." If you elected "AutoBuy" for your account, you can call
     toll-free to purchase shares. The money will be automatically
     transferred from your predesignated bank checking account. Your bank
     must be a member of the Automated Clearing House for you to use this
     service. If you did not elect "AutoBuy," call 1-800-225-5163 for more
     information.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     Minimum balances
     Shareholders should maintain a share balance worth at least $1,000,
     which amount may be changed by the Board of 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.

Profile|Application Request

     Shareholder benefits

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

     A team approach to investing
     Scudder 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
     19 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 12 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 personalized account information including fund prices, yields and
     account balances, to perform transactions in existing Scudder fund
     accounts, or to obtain information on any Scudder fund, shareholders
     can call Scudder's Automated Information Line (SAIL) at
     1-800-343-2890, 24 hours a day. During periods of extreme economic or
     market changes, or other conditions, it may be difficult for you to
     effect telephone transactions in your account. In such an event you
     should write to the Fund; please see "How to contact Scudder" for the
     address.

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

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

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

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

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

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

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

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

     Scudder tax-advantaged retirement plans

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

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

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

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

     Directors and Officers

     Daniel Pierce*
     Chairman of the Board and Director

     Nicholas Bratt*
     President and Director

     Paul Bancroft III
     Director; Venture Capitalist and Consultant

     Thomas J. Devine
     Director; Consultant

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

     William H. Gleysteen, Jr.
     Director; Consultant

     Dudley H. Ladd*
     Director

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

     Dr. Wilson Nolen
     Director; Consultant

     Juris Padegs*
     Director, Vice President and Assistant Secretary

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

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

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

     Elizabeth J. Allan*
     Vice President

     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

     Richard W. Desmond*
     Assistant Secretary

     Coleen Downs Dinneen*
     Assistant Secretary

     * Scudder, Stevens & Clark, Inc.

     Investment products and services

     The Scudder Family of Funds

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

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

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

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

     Growth and Income
          Scudder Balanced Fund
          Scudder Growth and Income Fund

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

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

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

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

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

     How to contact Scudder

     Account Service and Information:

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

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

     Please address all correspondence to:

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

     Visit the Scudder World Wide Web Site at:

          http://funds.scudder.com

     Investment Information:

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

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

     Or Stop by a Scudder Funds Center:

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

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

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

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

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

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

     ----------------------------------------------------------------------
     E-mail Scudder




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