SCUDDER INTERNATIONAL FUND INC, 497, 1996-03-18

SCUDDER INTERNATIONAL FUND INC
497, 1996-03-18

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This prospectus sets forth concisely the information about Scudder Global
Discovery Fund, a series of Scudder Global 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 March 1, 1996, as revised March 6, 1996, may be obtained without charge by
writing to 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
Global Discovery
Fund

Prospectus
March 1, 1996
As Revised
March 6, 1996

A pure no-load(TM) (no sales charges) mutual fund which seeks above-average
capital appreciation over the long term by investing primarily in the equity
securities of small companies located throughout the world.
<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 Global Discovery 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 October 31, 1995.

Investment management fee 1.10%
12b-1 fees NONE
Other expenses 0.59%
-----
Total Fund operating expenses 1.69%
-----
-----

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
------ ------- ------- --------
$17 $53 $92 $200

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 and other performance information derived from the audited financial
statements.

The Fund changed its name from Scudder Global Small Company Fund on March 6,
1996. If you would like more detailed information concerning the Fund's
performance, a complete portfolio listing and audited financial statements are
available in the Fund's Annual Report dated October 31, 1995 and may be obtained
without charge by writing or calling Scudder Investor Services, Inc.

<TABLE>
<CAPTION>
For the Period
September 10, 1991
(commencement
Years Ended October 31, of operations)
-------------------------------------------------- to October 31,
1995 1994 1993 1992 1991
--------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period . . . . . . . . . $16.27 $16.14 $12.05 $11.92 $12.00
------ ------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss) (a) . . . . . . . . . . (.03) (.02) .04 .07 .01
Net realized and unrealized gain (loss) on investment
transactions . . . . . . . . . . . . . . . . . . . 1.38 .48 4.24 .08 (.09)
------ ------ ------ ------ ------
Total from investment operations . . . . . . . . . . . 1.35 .46 4.28 .15 (.08)
------ ------ ------ ------ ------
LESS DISTRIBUTIONS:
From net investment income . . . . . . . . . . . . . - - (.07) (.02) -
In excess of net investment income . . . . . . . . . - (.18) - - -
From net realized gains on investment transactions . (.08) (.15) (.12) - -
------ ------ ------ ------ ------
Total distributions. . . . . . . . . . . . . . . . . . (.08) (.33) (.19) (.02) -
------ ------ ------ ------ ------
Net asset value, end of period . . . . . . . . . . . . $17.54 $16.27 $16.14 $12.05 $11.92
------ ------ ------ ------ ------
------ ------ ------ ------ ------
Total Return (%) . . . . . . . . . . . . . . . . . . . 8.32 2.80 36.04 1.26 (.67)*
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period ($ millions) . . . . . . . . 255 256 198 55 9
Ratio of operating expenses net, to average daily
net assets (%) (a) . . . . . . . . . . . . . . . . . 1.69 1.70 1.50 1.50 1.50**
Ratio of net investment income (loss) to average daily
net assets (%) . . . . . . . . . . . . . . . . . . . (.12) (.28) .53 .78 2.47**
Portfolio turnover rate (%). . . . . . . . . . . . . . 43.7 45.8 54.6 23.4 -
(a) Reflects a per share amount of expenses, exclusive of
management fees, reimbursed by the Adviser of . . $ - $ - $ - $ - $ .06
Reflects a per share amount of management fee not
imposed by the Adviser of . . . . . . . . . . . . $ - $ .01 $ .04 $ .09 $ .01
Operating expense ratio including expenses
reimbursed, management fee and other expenses
not imposed (%) . . . . . . . . . . . . . . . . . - 1.76 2.01 2.53 15.34**
* Not annualized
** Annualized
</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 $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.
/s/Daniel Pierce

Scudder Global Discovery Fund

Investment objective

o above-average capital appreciation over the long term by investing
primarily in the equity securities of small companies located throughout
the world.

Investment characteristics

o participation in a diversified, professionally-managed portfolio of
smaller, often lesser-known companies based in the U.S. and foreign
countries

o access to global investment opportunities and diversification

o potential for above-average long-term capital appreciation with the
likelihood of above-average stock market volatility

Contents

Investment objective and policies 5

Why invest in the Fund? 6

International investment experience 7

Special risk considerations 7

Additional information about policies
and investments 8

Distribution and performance information 11

Fund organization 11

Purchases 12

Exchanges and redemptions 13

Transaction information 14

Shareholder benefits 18

Directors and Officers 21

Investment products and services 22

How to contact Scudder 23

4
<PAGE>

Investment objective and policies

Scudder Global Discovery Fund (the "Fund"), a diversified series of Scudder
Global Fund, Inc., seeks above-average capital appreciation over the long term
by investing primarily in the equity securities of small companies located
throughout the world. The Fund is designed for investors looking for
above-average appreciation potential (when compared with the overall domestic
stock market as reflected by Standard & Poor's 500 Composite Price Index) and
the benefits of investing globally, but who are willing to accept above-average
stock market risk, the impact of currency fluctuation and little or no current
income.

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 in small companies

In pursuit of its objective, the Fund generally invests in small, rapidly
growing companies that offer the potential for above-average returns relative to
larger companies, yet are frequently overlooked and thus undervalued by the
market. The Fund has the flexibility to invest in any region of the world. It
can invest in companies based in emerging markets, typically in the Far East,
Latin America and lesser developed countries in Europe, as well as in firms
operating in developed economies, such as those of the United States, Japan and
Western Europe.

The Fund's investment adviser, Scudder, Stevens & Clark, Inc. (the "Adviser"),
invests the Fund's assets in companies it believes offer above-average
earnings, cash flow or asset growth potential. It also invests in companies
which may receive greater market recognition over time. The Adviser believes
that these factors offer significant opportunity for long-term capital
appreciation. The Adviser evaluates investments for the Fund from both a
macroeconomic and microeconomic perspective, using fundamental analysis,
including field research. The Adviser analyzes the growth potential and relative
value of possible investments. When evaluating an individual company, the
Adviser takes into consideration numerous factors, including the depth and
quality of management; a company's product line, business strategy and
competitive position; research and development efforts; financial strength,
including degree of leverage; cost structure; revenue and earnings growth
potential; price-earnings ratios and other stock valuation measures.
Secondarily, the Adviser weighs the attractiveness of the country and region in
which a company is located.

Under normal circumstances, the Fund invests at least 65% of its total assets in
the equity securities of small companies. While the Adviser believes that
smaller, lesser-known companies can offer greater growth potential than larger,
more established firms, the former also involve greater risk and price
volatility. To help reduce risk, the Fund expects, under normal market
conditions, to diversify its portfolio widely by company, industry and country.
The Fund intends to allocate investments among at least three countries at all
times, one of which may be the United States.

The Fund invests primarily in companies whose individual equity market
capitalization would place them in the same size range as companies in
approximately the lowest 20% of world market capitalization as represented by
the Salomon Brothers Broad Market Index, an index comprised of equity securities
of more than 6,500 small-, medium- and large-sized companies based in 22 markets
around the globe. Based on this policy, the companies held by the Fund

5
<PAGE>

Investment objective and policies (cont'd)

typically will have individual equity market capitalizations of between
approximately $50 million and $2 billion (although the Fund will be free to
invest in smaller capitalization issues that satisfy the Fund's size standard).
Furthermore, the median market capitalization of the companies in which the Fund
invests will not exceed $750 million.

The equity securities in which the Fund may invest consist of common stocks,
preferred stocks (either convertible or nonconvertible), rights and warrants.
These securities may be listed on the U.S. or foreign securities exchanges or
traded over-the-counter. For capital appreciation purposes, the Fund may
purchase notes, bonds, debentures, government securities and zero coupon bonds
(any of which may be convertible or nonconvertible). The Fund may invest in
foreign securities and American Depositary Receipts which may be sponsored or
unsponsored. The Fund may also invest in closed-end investment companies holding
foreign securities, enter into repurchase agreements, purchase securities on a
when-issued or forward delivery basis, and engage in strategic transactions. For
temporary defensive purposes, the Fund may, during periods in which conditions
in securities markets warrant, invest without limit in cash and cash
equivalents. More information about investment techniques is provided under
"Additional information about policies and investments."

Why invest in the Fund?

Scudder Global Discovery Fund offers convenient, low-cost access to a
diversified, global portfolio of equity securities issued by smaller companies.
The Fund's experienced, professional management can help investors take
advantage of a rapidly changing world economy.

Unlike small company funds which limit themselves to U.S. investments, the Fund
seeks investment opportunities wherever they arise. The Fund enjoys the
flexibility to invest in all established markets, as well as in newly opened or
newly industrialized economies around the world. Because the Fund operates
globally, it may, under certain market conditions, augment the returns available
from a comparable investment in the U.S. market alone.

The Fund focuses specifically on small companies believed to have favorable
long-term growth prospects. Small companies can be attractive because they are
frequently sources of new technologies and services, often compete with larger
companies on the basis of lower labor costs and often grow faster than larger
firms. Their smaller size often allows them to respond rapidly to changing
business conditions. Also, small companies may not be closely followed by
securities analysts, so they may reward the investor with the patience and
knowledge to carefully seek them out and understand them. This can mean
significant long-term opportunity as these companies achieve greater recognition
over time.

While the Fund is broadly diversified, it is not a complete investment program.
However, adding shares of the Fund to a portfolio can increase diversification,
which should moderate overall portfolio risk.

The Fund is appropriate for investors who can accept the greater risks of
global, small company investing for the potentially greater rewards. Investing
directly in foreign securities is usually impractical for individual investors.
Investors frequently find it difficult to arrange purchases and sales, obtain
current information about companies abroad, hold securities in safekeeping, and
convert their profits from foreign currencies to U.S. dollars. The Fund makes it
easy for investors to take advantage of small company

6
<PAGE>

opportunities on a global basis and benefit from the Adviser's experience
researching and managing investment both in the U.S. and abroad.

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 for over 40
years. Its investment company clients include Scudder International Fund, Inc.,
which was incorporated in Canada in 1953 as the first foreign investment company
registered with the United States Securities and Exchange Commission, Scudder
International Bond Fund, which invests internationally, Scudder Global Fund and
Scudder Global Bond Fund, which invest worldwide, The Japan Fund, Inc., which
invests primarily in securities of Japanese companies, Scudder Latin America
Fund, which invests in Latin American issuers, Scudder Pacific Opportunities
Fund, which invests 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 Greater Europe Growth Fund, which invests
in equity securities of European companies. The Adviser also manages the assets
of eight closed-end investment companies which invest 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.

Special risk considerations

The Fund is designed for long-term investors who can accept international
investment risk. Since the Fund normally will invest in both U.S. and foreign
securities markets, changes in the Fund's share price may have a low correlation
with movements in the U.S. markets, which enhances the Fund's appeal as a
diversification tool. The Fund's share price will reflect the movements of the
different stock markets in which it is invested and the different currencies in
which the investments are denominated. The strength or weakness of the U.S.
dollar against foreign currencies is likely to account for part of the Fund's
investment performance, although the Adviser believes that, over the long term,
the impact of currency changes on Fund performance will not be as significant as
changes in the underlying investments. As with any long-term investment, the
value of shares when sold may be higher or lower than when purchased.

Global investing involves economic and political considerations not typically
found in U.S. markets. These considerations, which may favorably or unfavorably
affect the Fund's performance, include changes in exchange rates and exchange
rate controls (which may include suspension of the ability to transfer currency
from a given country), costs incurred in conversions between currencies,
nonnegotiable brokerage commissions, different accounting standards, lower
trading volume and greater market volatility, the difficulty of enforcing
obligations in other countries, less securities regulation, different tax
provisions (including withholding on interest and dividends paid to the Fund),
war, expropriation, political and social instability, and diplomatic
developments.

7
<PAGE>

Special risk considerations (cont'd)

upheaval and the dependence on foreign economic assistance may be greater in
these countries than in developed countries. The Adviser seeks to mitigate the
risks associated with these considerations through diversification and active
professional management. The Fund will limit investments in securities of
issuers located in Eastern Europe to 5% of its total assets.

There is typically less publicly available information concerning foreign and
smaller companies than for domestic and larger, more established companies. Some
small companies have limited product lines, distribution channels and financial
and managerial resources. Also, because smaller companies normally have fewer
shares outstanding than larger companies and trade less frequently, it may be
more difficult for the Fund to buy and sell significant amounts of such shares
without an unfavorable impact on prevailing market prices. Some of the companies
in which the Fund may invest may distribute, sell or produce products which have
recently been brought to market and may be dependent on key personnel with
varying degrees of experience.

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.

In addition, as a matter of nonfundamental policy, the Fund may not invest more
than 10% of its total assets in securities which are not readily marketable, in
restricted securities or in repurchase agreements maturing in more than seven
days.

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

The Fund may invest up to 35% of its total assets in equity securities of larger
companies located throughout the world and in debt securities if the Adviser
determines that the capital appreciation of debt securities is likely to exceed
the capital appreciation of equity securities. The Fund may purchase
investment-grade bonds, those rated Aaa, Aa, A or Baa by Moody's Investors
Service, Inc. ("Moody's"), or AAA, AA, A or BBB by Standard & Poor's ("S&P") or,
if unrated, of equivalent quality as determined by the Adviser. The Fund may
also invest up to 5% of its net assets in debt securities rated below
investment-grade. See "Risk factors."

Special situation securities

From time to time, the Fund may invest in equity or debt securities issued by
companies that are determined by the Adviser to possess "special situation"
characteristics. In general, a special situation company is a company whose
securities are expected to increase in value solely by reason of a development
particularly or uniquely applicable to the company. Developments that may create
special situations include, among others, a liquidation, reorganization,
recapitalization or merger, material litigation, technological breakthrough and
new management or management policies. The principal risk associated with
investments in special situation companies is that the anticipated development
thought to create the special situation may not occur and the investments
therefore may not appreciate in value or may decline in value.

8
<PAGE>

Convertible securities

The Fund may invest in convertible securities which may offer higher income than
the common stocks into which they are convertible. The convertible securities in
which the Fund may invest consists of bonds, notes, debentures and preferred
stocks which may be converted or exchanged at a stated or determinable exchange
ratio into underlying shares of common stock.

Prior to their conversion, convertible securities may have characteristics
similar to nonconvertible securities.

Repurchase agreements

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.

9
<PAGE>

Additional information about policies and investments (cont'd)

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.

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

Debt securities. The Fund may invest up to 5% of its net assets in debt
securities which are rated below investment-grade, that is, rated below Baa by
Moody's or below BBB by S&P, or unrated securities of equivalent quality.
Securities rated below Baa/BBB are commonly referred to as "junk bonds." The
lower the ratings of such debt securities, the greater their risks become. The
Fund may invest in securities rated D by S&P at the time of purchase, which may
be in default with respect to payment of principal or interest. Also, longer
maturity bonds tend to fluctuate more in price as interest rates change than do
short-term bonds, providing both opportunity and risk.

Repurchase agreements. If the seller under a repurchase agreement becomes
insolvent, the Fund's right to dispose of the securities may be restricted, 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.

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

10
<PAGE>

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.

Distribution and performance information

Dividends and capital gains distributions

The Fund intends to distribute any dividends from its net investment income and
any net realized capital gains after utilization of capital loss carryforwards,
if any, in December. An additional distribution may be made 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 the investment is in the form of a retirement
plan, all dividends and capital gains distributions must be reinvested into the
shareholder's account.

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

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 to its shareholders 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 and
the life of the Fund as of a stated ending date. "Cumulative total return"
represents the cumulative change in value of an investment in the Fund for
various periods. 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

The Fund is a diversified series of Scudder Global Fund, Inc. (the
"Corporation"), an open-end, management investment company registered under the
Investment Company Act of 1940 (the "1940 Act"). The Corporation was organized
as a Maryland corporation in May 1986.

(Continued on page 14)

11
<PAGE>

Purchases

<S> <C>

Opening Minimum initial investment: $1,000; IRAs $500
an account Group retirement plans (401(k), 403(b), etc.) have similar or lower minimums. See appropriate
plan literature.

o 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.

o 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; IRAs $50
additional Group retirement plans (401(k), 403(b), etc.) have similar or lower minimums. See appropriate
shares plan literature.

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

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

o 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.

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

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

</TABLE>

12
<PAGE>

Exchanges and redemptions

<TABLE>

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

o 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).

Send your instructions
by regular mail to: or by express, registered, or by fax to:
or certified mail to:

Redeeming o By Telephone To speak with a service representative, call 1-800-225-5163 from
shares 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.

o By Mail Send your instructions for redemption to the appropriate address or fax
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.

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

13
<PAGE>

Fund organization (cont'd)

(Continued from page 11)

The Fund changed its name from Scudder Global Small Company Fund on March 6,
1996.

The Fund's activities are supervised by the Corporation's Board of Directors.
Shareholders have one vote for each share held on matters on which they are
entitled to vote. The Fund is not required to hold 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 management agreement.
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 October 31, 1995, the Adviser received an investment
management fee of 1.10% of average daily net assets on an annual basis. The fee
is 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.

The fee is higher than that charged to most other funds. However, management of
the Fund involves analyzing companies, markets and economies throughout the
world and the management fee is not necessarily higher than the fees charged to
funds with similar investment objectives and policies.

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.

Custodian

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

Fund accounting agent

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

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.")

14
<PAGE>

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

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

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

Your wire instructions must also include:

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

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

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

By telephone order. Existing shareholders may purchase shares at a certain day's
price by calling 1-800-225-5163 before the close of regular trading on the New
York Stock Exchange (the "Exchange"), normally 4 p.m. eastern time, on that day.
Orders must be for $10,000 or more and cannot be for an amount greater than four
times the value of your account at the time the order is placed. You must
include with your payment the order number given at the time the order is
placed. A confirmation with complete purchase information is sent shortly after
your order is received. If payment by check or wire is not received within three
business days, the order is subject to cancelation 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.

15
<PAGE>

Transaction information (cont'd)

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

16
<PAGE>

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.

Trading in securities on European and Far Eastern securities exchanges is
normally completed before the close of regular trading on the Exchange. Trading
on these foreign exchanges may not take place on all days on which there is
regular trading on the Exchange, or may take place on days on which there is no
regular trading on the Exchange. If events materially affecting the value of the
Fund's portfolio securities occur between the time when these foreign exchanges
close and the time when the Fund's net asset value is calculated, such
securities will be valued at fair value as determined by the Corporation's Board
of Directors.

Processing time

All purchase and redemption requests received in good order by the Fund's
transfer agent 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

17
<PAGE>

Transaction information (cont'd)

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.

A team approach to investing

Scudder Global Discovery 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.

18
<PAGE>

Lead Portfolio Manager Gerald J. Moran has set the Fund's investment strategy
and overseen its daily operation since the Fund was introduced in 1991. Mr.
Moran joined Scudder's equity research and management area in 1968 as an analyst
and has focused on small company stocks since 1982 and has been a portfolio
manager since 1985.

Elizabeth Allan, Portfolio Manager, who joined the team in 1994, concentrates on
the Fund's Pacific Basin investments. Ms. Allan, who has been a portfolio
manager at Scudder since 1991, joined the firm in 1987 as a member of the
portfolio management team of a Scudder closed-end mutual fund concentrating its
investments in Asia.

Joan Gregory, Portfolio Manager, joined the team in 1994 and focuses on stock
selection, a role she has played since she joined Scudder in 1992. Ms. Gregory
has been involved with investment in global and international stocks as an
assistant portfolio manager since 1989.

Sewall Hodges, Portfolio Manager, joined Scudder in 1995 and the team in 1996.
Mr. Hodges, who has ten years in global analysis and portfolio management,
focuses on the Fund's stock selection and research.

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.

19
<PAGE>

Shareholder benefits (cont'd)

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.

20
<PAGE>

Directors and Officers

Edmond D. Villani*
Chairman of the Board and Director

Nicholas Bratt*
President and Director

Daniel Pierce*
Vice President and Director

Paul Bancroft III
Director; Venture Capitalist and Consultant

Sheryle J. Bolton
Director; Consultant

Thomas J. Devine
Director; Consultant

William H. Gleysteen, Jr.
Director; Consultant

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

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

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

Adam M. Greshin*
Vice President

Jerard K. Hartman*
Vice President

Thomas W. Joseph*
Vice President

Douglas M. Loudon*
Vice President

Gerald J. Moran*
Vice President

M. Isabel Saltzman*
Vice President

Cornelia M. Small*
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

Juris Padegs*
Vice President and Assistant Secretary

Kathryn L. Quirk*
Vice President and Assistant Secretary

Coleen Downs Dinneen*
Assistant Secretary

*Scudder, Stevens & Clark, Inc.

21
<PAGE>

Investment products and services

The Scudder Family of Funds Income
Money market Scudder Emerging Markets Income Fund
Scudder Cash Investment Trust Scudder Global Bond 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 Zero Coupon 2000 Fund
Tax free+ Growth
Scudder California Tax Free Fund* Scudder Capital Growth Fund
Scudder High Yield Tax Free Fund Scudder Development Fund
Scudder Limited Term Tax Free Fund Scudder Global Discovery Fund
Scudder Managed Municipal Bonds Scudder Global Fund
Scudder Massachusetts Limited Term Tax Free Fund* Scudder Gold Fund
Scudder Massachusetts Tax Free Fund* Scudder Greater Europe Growth Fund
Scudder Medium Term Tax Free Fund Scudder International Fund
Scudder New York Tax Free Fund* Scudder Latin America Fund
Scudder Ohio Tax Free Fund* Scudder Pacific Opportunities Fund
Scudder Pennsylvania Tax Free Fund* Scudder Quality Growth Fund
Growth and Income Scudder Small Company Value 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
401(k) Plans Money Purchase Pension Plans
------------------------------------------------------------------------------------------------------------------------
Closed-end Funds#
The Argentina Fund, Inc. Scudder New Europe Fund, Inc.
The Brazil Fund, Inc. Scudder World Income Opportunities Fund, Inc.
The First Iberian Fund, Inc.
The Korea Fund, Inc. Institutional Cash Management
The Latin America Dollar Income Fund, Inc. Scudder Institutional Fund, Inc.
Montgomery Street Income Securities, Inc. Scudder Fund, Inc.
Scudder New Asia 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.

</TABLE>

22
<PAGE>

How to contact Scudder

<TABLE>

<S> <C>
Account Service and Information: Please address all correspondence to:

For existing account Scudder Investor The Scudder Funds
service and transactions Relations P.O. Box 2291
Boston, Massachusetts
1-800-225-5163 02107-2291

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

Investment Information: Or Stop by a Scudder Funds Center:

To receive information Scudder Investor Many shareholders enjoy the personal, one-on-one
about the Scudder funds, Relations service of the Scudder Funds Centers. Check for a
for additional applications Funds Center near you--they can be found in the
and prospectuses, or for 1-800-225-2470 following cities:
investment questions

For establishing 401(k) and Scudder Defined Boca Raton New York
403(b) plans Contribution Services Boston Portland, OR
1-800-323-6105 Chicago San Diego
Cincinnati San Francisco
Los Angeles Scottsdale

For information on Scudder Treasurers Trust(TM), an For information on Scudder Institutional Funds*,
institutional cash management service for corpo- funds designed to meet the broad investment
rations, non-profit organizations and trusts which management and service needs of banks and
utilizes certain portfolios of Scudder Fund, Inc.* other institutions, call: 1-800-854-8525.
($100,000 minimum), call: 1-800-541-7703.

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.

</TABLE>

23
<PAGE>
Scudder
Greater Europe Growth Fund

Prospectus
March 1, 1996

A pure no-load(TM) (no sales charges) mutual fund seeking long-term growth of
capital through investments primarily in the equity securities of European
companies.

This prospectus sets forth concisely the information about
Scudder Greater Europe Growth 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 March 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.

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.

<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 Greater Europe Growth Fund (the "Fund"). By
reviewing this table and those in other mutual funds' prospectuses, you can
compare the Fund's fees and expenses with those of other funds. With Scudder's
pure no-load(TM) funds, you pay no commissions to purchase or redeem shares, or
to exchange from one fund to another. As a result, all of your investment goes
to work for you.

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

Sales commissions to NONE
purchase shares (sales
load)

Commissions to reinvest NONE
dividends

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
October 31, 1995.

Investment management 0%**
fee (after waiver)

12b-1 fees NONE

Other expenses 1.50%**

-----
Total Fund operating 1.50%**
expenses =====

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 5 Years 10 Years 3 Years
- ------ ------- -------- -------
$15 $47 $82 $179

** Until February 28, 1997, the Adviser has agreed to waive a portion of its
fee to the extent necessary so that the total annualized expenses of the
Fund do not exceed 1.50% of average daily net assets. If the Adviser had
not agreed to waive its fee, Fund expenses would have been: investment
management fee 1.00%, other expenses 1.74% and total operating expenses
2.74% for the fiscal year ended October 31, 1995. To the extent that
expenses fall below 1.50% during the fiscal year, the Adviser reserves the
right to recoup, during the fiscal year incurred, amounts waived during the
period, but only to the extent that the Fund's expenses do not exceed
1.50%.

2
<PAGE>

Financial highlights

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

Ratios and Supplemental Data
Net assets, end of period ($ millions) . . . . . . . . . . . . . . . . 41 8
Ratio of operating expenses, net to average daily net assets (%) (a) 1.50 1.50*
Ratio of net investment income to average daily net assets (%) . . . . 1.25 2.40*
Portfolio turnover rate (%). . . . . . . . . . . . . . . . . . . . . . 27.9 -
(a) Reflects a per share amount of expenses, exclusive of
management fees, reimbursed by the Adviser of . . . . . . . . . $ - $ .01
Reflects a per share amount of management fee and other
fees not imposed. . . . . . . . . . . . . . . . . . . . . . . . $ .13 $ .02
Operating expense ratio including expenses reimbursed,
management fee and other expenses not imposed (%) . . . . . . . 2.74 11.46*

* Annualized
** Not annualized

</TABLE>
<PAGE>

A message from Scudder's chairman

/s/Daniel Pierce

Scudder Greater Europe Growth Fund

Investment objective

o long-term growth of capital through investments primarily in the equity
securities of European companies

Investment characteristics

o focus on well-managed companies standing to benefit from economic growth and
changes underway in Europe

o actively managed by Scudder, Stevens & Clark, Inc., an investment adviser
with over 35 years of experience investing in Europe

o a pure no-load(TM) fund: no sales charges, redemption fees, or annual 12b-1
payments

Contents

Investment objective and policies 5

Why invest in the Fund? 6

International investment experience 7

Additional information about policies
and investments 7

Risk considerations 9

Distribution and performance information 11

Purchases 12

Exchanges and redemptions 13

Fund organization 14

Transaction information 15

Shareholder benefits 19

Directors and Officers 22

Investment products and services 23

How to contact Scudder Back cover

4
<PAGE>

Investment objective and policies

Scudder Greater Europe Growth Fund (the "Fund"), a non-diversified series of
Scudder International Fund, Inc., seeks long-term growth of capital through
investments primarily in the equity securities of European companies. Although
its focus is on long-term growth, the Fund may provide current income
principally through holdings in dividend-paying securities.

Greater Europe includes both the industrialized nations of Western Europe and
the less wealthy or developed countries in Southern and Eastern Europe. Within
this diverse area, the Fund seeks to benefit from accelerating economic growth
transformation and deregulation taking hold. These developments involve, among
other things, increased privatizations and corporate restructurings, the
reopening of equity markets and economies in Eastern Europe, further broadening
of the European Community, and the implementation of economic policies to
promote non-inflationary growth. The Fund invests in companies it believes are
well placed to benefit from these and other structural and cyclical changes now
underway in this region of the world.

Investments

The Fund will invest, under normal market conditions, at least 80% of its total
assets in the equity securities of European companies. The Fund defines a
European company as follows:

o A company organized under the laws of a European country or for which the
principal securities trading market is in Europe; or

o A company, wherever organized, where at least 50% of the company's
non-current assets, capitalization, gross revenue or profit in its most
recent fiscal year represents (directly or indirectly through subsidiaries)
assets or activities located in Europe.

The Fund expects the majority of its equity assets to be in the more established
and liquid markets of Western and Southern Europe. These more established
Western and Southern European countries include: Austria, Belgium, Denmark,
Finland, France, Germany, Iceland, Ireland, Italy, Luxembourg, the Netherlands,
Norway, Spain, Sweden, Switzerland, and the United Kingdom. To enhance return
potential, however, the Fund may pursue investment opportunities in the less
wealthy nations of Southern Europe, currently Greece, Portugal and Turkey, and
the former communist countries of Eastern Europe, including countries once part
of the Soviet Union. The Fund may invest in other countries of Europe when their
markets become sufficiently developed, in the opinion of the Fund's investment
adviser, Scudder, Stevens & Clark, Inc. (the "Adviser").

The Fund intends to allocate its investments among at least three countries at
all times and does not expect to concentrate investments in any particular
industry. The Fund's equity investments are common stock, preferred stock
(convertible or non-convertible), depositary receipts (sponsored or unsponsored)
and warrants. These may be restricted securities. Equity securities may also be
purchased through rights. Securities may be listed on securities exchanges,
traded over-the-counter or have no organized market. In addition, the Fund may
engage in strategic transactions.

The Fund may invest, under normal market conditions, up to 20% of its total
assets in European debt securities. Capital appreciation in debt securities may

5
<PAGE>

arise from a favorable change in relative interest rate levels or in the
creditworthiness of issuers. Within this 20% limit, the Fund may invest in debt
securities which are unrated, rated, or the equivalent of those rated below
investment grade (commonly referred to as "junk bonds"); that is, rated below
Baa by Moody's Investors Service, Inc. ("Moody's") or below BBB by Standard &
Poor's Corporation ("S&P").

The Fund may invest in when-issued securities and convertible securities and may
enter into repurchase agreements. The Fund may also invest in closed-end
investment companies that invest primarily in Europe.

In addition, to provide for redemptions or distributions, the Fund may borrow
from banks and other entities in an amount not exceeding the value of one-third
of the Fund's total assets. The Fund does not expect to borrow for investment
purposes.

When, in the opinion of the Adviser, market conditions warrant, the Fund may
hold foreign or U.S. debt instruments as well as cash or cash equivalents,
including foreign and domestic money market instruments, short-term government
and corporate obligations, and repurchase agreements without limit for temporary
defensive purposes and up to 20% to maintain liquidity. More information about
investment techniques is provided under "Additional information about policies
and investments."

Investment strategy

The Adviser will conduct regional, country, industry and company analysis in
search of investments likely to benefit from economic, political, industrial and
other changes occurring across Europe. In investigating these four areas, the
Adviser relies heavily on fundamental analysis supplemented by field research.

Regional and country analysis involves evaluating such factors as projected
levels of economic growth, changes in interest rates and inflation, trade
patterns, fluctuations in currencies and political developments within and among
nations. Along with this macroeconomic analysis, the Adviser weighs the
prospects for individual industries and companies. The focus will be on looking
for companies with strong management teams, solid finances, leading products,
franchises or technologies, and market strategies well positioned to benefit
from growth and developments in the region.

Why invest in the Fund?

The goal of Scudder Greater Europe Growth Fund is to provide investors with
long-term growth of capital by participating in investments, primarily in the
form of equity securities, located throughout Greater Europe, which encompasses
both the industrialized nations of Western Europe and the less wealthy or
developed markets in Southern and Eastern Europe. Greater Europe is a region of
more than 3.8 million square miles, 800 million consumers, and has a total
wealth unsurpassed by any other continent. While this region is diverse in
culture, politics and industrial development, it is taking steps to promote
greater economic integration and cooperation.

6
<PAGE>

European Community; economic reform and modernization of the former communist
countries of Eastern Europe; expected further growth of an already large middle
class and a general increase in consumer confidence; and anticipated labor
market restructurings. The Adviser believes that active management, based on
disciplined fundamental research, will yield promising investment opportunities
for long-term capital appreciation.

The Fund seeks to provide appreciation over time with average international
equity fund risk. It is designed as a long-term investment and not for
short-term trading purposes, and should not be considered a complete investment
program. While the Fund entails stock market and other risks, movements in its
share price may have a low correlation with movements in the U.S. markets, so
adding shares of the Fund to an investor's portfolio may increase the investor's
portfolio diversification, and thus may moderate overall portfolio risk.

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 German deutschemark, for example, the dollar value of a German
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
deutschemark, the dollar value of the German stock will fall.

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

International investment
experience

The Adviser, a leader in international investment management, has been investing
in Europe for over 35 years. In 1953, the Adviser introduced the first foreign
investment company registered with the United States Securities and Exchange
Commission, Scudder International Fund. International assets under Scudder's
supervision as of December 31, 1995 exceeded $20 billion, of which over $10
billion was invested in Europe.

The Adviser also manages a number of offshore and U.S. investment companies that
can invest in all or select regions of Europe, including two closed-end funds
that trade on the New York Stock Exchange: Scudder New Europe Fund, Inc. and The
First Iberian Fund, Inc. The Adviser maintains an office in London with various
contacts there and elsewhere in Europe.

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.

7
<PAGE>

Additional information about policies and investments (cont'd)

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, in 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.

When-issued securities

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

Convertible securities

The Fund may invest in convertible securities which may offer higher income than
the common stocks into which they are convertible. The convertible securities in
which the Fund may invest consist of bonds, notes, debentures and preferred
stocks which may be converted or exchanged at a stated or determinable exchange
ratio into underlying shares of common stock. Prior to their conversion,
convertible securities may have characteristics similar to non-convertible
securities.

Repurchase agreements

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

Strategic Transactions and derivatives

The Fund may, but is not required to, utilize various other investment
strategies as described below to hedge various market risks (such as interest
rates, currency exchange rates, and broad or specific equity or fixed-income
market movements), to manage the effective maturity or duration of fixed-income
securities in the Fund's portfolio or to enhance potential gain. These
strategies may be executed through the use of derivatives 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.

8
<PAGE>

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 considerations--Strategic
Transactions and derivatives" for more information.

Risk considerations

Investing in Europe. The Fund's performance is susceptible to political, social
and economic factors affecting issuers in European countries. Such factors may
include, but are not limited to: growth of GDP or GNP, rate of inflation,
capital reinvestment, resource self-sufficiency and balance of payments
position, as well as interest and monetary exchange rates among European
countries.

Eastern European countries and certain Southern European countries are
considered to be emerging markets. Securities traded in certain emerging
European markets may be subject to additional risks due to political and
economic reforms including efforts to decentralize the economic decision-making
process and move toward a market-oriented economy. Additionally, the
inexperience of financial intermediaries, lack of modern technology and the
possibility of permanent or temporary termination of trading of securities may
affect the Fund's performance. To the extent that the Fund purchases equity
securities of smaller companies, such securities may experience greater
volatility and have limited liquidity.

Former communist regimes of a number of Eastern European countries had
expropriated a large amount of property, the claims on which have not been
entirely settled. There can be no assurance that the Fund's investments in
Eastern Europe would not also be expropriated, nationalized or otherwise
confiscated. Finally, any change in the leadership or policies of Eastern
European countries, or the countries that exercise a significant influence over
those countries, may halt the expansion of or reverse the liberalization of
foreign investment policies now occurring and adversely affect existing
investment opportunity.

Although the governments of certain Eastern European countries currently are
implementing or considering reforms directed at political and economic
liberalization, there can be no
9
<PAGE>

Risk considerations (cont'd)

assurance that these reforms will continue or achieve their goals.

Currency movements. 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. Should the U.S. dollar appreciate against
foreign currencies, then the value of the Fund's securities holdings would
depreciate, all other things being equal. If the reverse is true, then the
Fund's holdings would appreciate in value.

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

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

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

Debt securities. The Fund may invest up to 20% of its total assets in debt
securities which are unrated, rated or the equivalent of those rated below
investment-grade. The lower the ratings of such debt securities, the greater
their risks render them like equity securities. The Fund may invest in
securities rated C by Moody's or D by S&P, which may be in default with respect
to payment of principal or interest. Also, longer maturity bonds tend to

10
<PAGE>

fluctuate more in price as interest rates change than do short-term bonds,
providing both opportunity and risk. The trading market for lower-grade
securities is generally less liquid than for higher rated securities and the
Fund may have difficulty disposing of these securities at the time it wishes to.

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

Strategic Transactions and derivatives. Strategic Transactions, including
derivatives 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.

Distribution and performance information

Dividends and capital gains distributions

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

(Continued on page 14)

11
<PAGE>
<TABLE>
<CAPTION>

Purchases
<S> <C> <C> <C>

Opening Minimum initial investment: $1,000; IRAs $500
an account Group retirement plans (401(k), 403(b), etc.) have similar or lower minimums. See appropriate
plan literature.

Make checks payable o By Mail Send your completed and signed application and check
to "The Scudder
Funds."
by regular mail to: or by express, registered,
or certified mail to:
The Scudder Funds Scudder Shareholder Services
P.O. Box 2291 Center
Boston, MA 42 Longwater Drive
02107-2291 Norwell, MA
02061-1612

o 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.

o 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; IRAs $50
additional shares Group retirement plans (401(k), 403(b), etc.) have similar or lower minimums. See appropriate
plan literature.

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

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

o 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.

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

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

</TABLE>

12
<PAGE>
<TABLE>
<CAPTION>

Exchanges and redemptions
<S> <C> <C> <C> <C>

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

o By Mail Print or type your instructions and include:
or Fax - 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, registered, or by fax to:
or certified mail to:
The Scudder Funds Scudder Shareholder Services 1-800-821-6234
P.O. Box 2291 Center
Boston, MA 02107-2291 42 Longwater Drive
Norwell, MA
02061-1612
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Redeeming shares o 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
proceeds of up to $50,000 sent to your address of record.

o By Mail Send your instructions for redemption to the appropriate address or fax number
or Fax 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.

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

13
<PAGE>

Distribution and performance information (cont'd)

(Continued from page 11)

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, and
the life of the Fund as of a stated ending date. "Cumulative total return"
represents the cumulative change in value of an investment in the Fund for
various periods. 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 Greater Europe Growth Fund is a non-diversified series of Scudder
International Fund, Inc. (the "Corporation"), an open-end, management investment
company registered under the 1940 Act. The Corporation was organized as a
Maryland corporation in July 1975.

The Fund's activities are supervised by the Corporation's Board of Directors.
Shareholders have one vote for each share held on matters on which they are
entitled to vote. The 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 Directors have overall responsibility for the management of the Fund under
Maryland law.

The Fund pays the Adviser an annual fee of 1.00% of the Fund's average daily net
assets. The fee is payable monthly, provided that the Fund will make such
interim payments as may be requested by the Adviser not to exceed 75% of the
amount of the fee then accrued on the books of the Fund and unpaid. The fee is
higher than that charged by many funds which invest primarily in U.S. securities

14
<PAGE>

but not necessarily higher than the fees charged to funds with investment
objectives similar to that of the Fund.

The Adviser has agreed to maintain the annualized expenses of the Fund at no
more than 1.50% of the average daily net assets of the Fund until February 28,
1997.

For the fiscal year ended October 31, 1995, the Adviser waived its investment
management fee.

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

Custodian

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

Fund accounting agent

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

Transaction information

Purchasing shares

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.

15
<PAGE>

Transaction information (cont'd)

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

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

By 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.

16
<PAGE>

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

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

"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

Share price

17
<PAGE>

Transaction information (cont'd)

Trading in securities on European securities exchanges is normally completed
before the close of regular trading on the Exchange. Trading on these foreign
exchanges may not take place on all days on which there is regular trading on
the Exchange, or may take place on days on which there is no regular trading on
the Exchange. If events materially affecting the value of the Fund's portfolio
securities occur between the time when these foreign exchanges close and the
time when the Fund's net asset value is calculated, such securities will be
valued at fair value as determined by the Corporation's Board of Directors.

Processing time

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

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

Short-term trading

Tax information

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

Tax identification number

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

18
<PAGE>

minimum to avoid involuntary redemption.

Third party transactions

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 Fund 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

A team approach to investing

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

Carol Franklin, Lead Portfolio Manager, sets Fund investment strategy and
oversees its daily operation. Ms. Franklin joined Scudder in 1981 and has nine
years of European research and investment management experience. Nicholas Bratt,
Portfolio Manager, helps set the Fund's general investment strategies. Mr. Bratt
has over 20 years of experience in worldwide investing and has been with Scudder
since 1976. Joan Gregory, Portfolio Manager, focuses on stock selection, a role
she has played since she joined Scudder in 1992. Ms. Gregory has been involved
with investment in global and international stocks as an assistant portfolio
manager since 1989.

SAIL(TM)--Scudder Automated Information Line

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

19
<PAGE>

Shareholder benefits (cont'd)

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

Shareholder reports

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

Newsletters

Scudder Funds Centers

T.D.D. service for the hearing impaired

20
<PAGE>
Scudder tax-advantaged retirement plans

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.

21
<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

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

William H. Gleysteen, Jr.
Director; Consultant

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

Dr. Wilson Nolen
Director; Consultant

Juris Padegs*
Director, Vice President and Assistant
Secretary

Daniel Pierce*
Director

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

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.

22
<PAGE>

<TABLE>
<CAPTION>
Investment products and services

<S> <C>

The Scudder Family of Funds Income
Money market Scudder Emerging Markets Income Fund
Scudder Cash Investment Trust Scudder Global Bond 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 Zero Coupon 2000 Fund
Tax free+ Growth
Scudder California Tax Free Fund* Scudder Capital Growth Fund
Scudder High Yield Tax Free Fund Scudder Development Fund
Scudder Limited Term Tax Free Fund Scudder Global Fund
Scudder Managed Municipal Bonds Scudder Global Small Company Fund
Scudder Massachusetts Limited Term Tax Free Fund* Scudder Gold Fund
Scudder Massachusetts Tax Free Fund* Scudder Greater Europe Growth Fund
Scudder Medium Term Tax Free Fund Scudder International Fund
Scudder New York Tax Free Fund* Scudder Latin America Fund
Scudder Ohio Tax Free Fund* Scudder Pacific Opportunities Fund
Scudder Pennsylvania Tax Free Fund* Scudder Quality Growth Fund
Growth and Income Scudder Small Company Value 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
401(k) Plans Money Purchase Pension Plans
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
Closed-end Funds#
The Argentina Fund, Inc. Scudder New Europe Fund, Inc.
The Brazil Fund, Inc. Scudder World Income Opportunities Fund, Inc.
The First Iberian Fund, Inc.
The Korea Fund, Inc. Institutional Cash Management
The Latin America Dollar Income Fund, Inc. Scudder Institutional Fund, Inc.
Montgomery Street Income Securities, Inc. Scudder Fund, Inc.
Scudder New Asia Fund, Inc. Scudder Treasurers Trust(TM)++
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
<FN>
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.
</FN>
</TABLE>

23
<PAGE>

How to contact Scudder
<TABLE>
<CAPTION>

<C> <C> <C>
Account Service and Information: Please address all correspondence to:

For existing account Scudder Investor The Scudder Funds
service and transactions Relations P.O. Box 2291
1-800-225-5163 Boston, Massachusetts
02107-2291

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

Investment Information: Or Stop by a Scudder Funds Center:

To receive information Scudder Investor Many shareholders enjoy the personal, one-on-one
about the Scudder funds, Relations service of the Scudder Funds Centers. Check for a
for additional applications 1-800-225-2470 Funds Center near you--they can be found in the
and prospectuses, or for following cities:
investment questions

For establishing 401(k) and Scudder Defined Boca Raton New York
403(b) plans Contribution Boston Portland, OR
Services Chicago San Diego
1-800-323-6105 Cincinnati San Francisco
Los Angeles Scottsdale

For information on Scudder Treasurers Trust(TM), an For information on Scudder Institutional Funds*,
institutional cash management service for funds designed to meet the broad investment
corporations, non-profit organizations and trusts which management and service needs of banks and
utilizes certain portfolios of Scudder Fund, Inc.* other institutions, call: 1-800-854-8525.
($100,000 minimum), call: 1-800-541-7703.

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

Scudder
Pacific Opportunities
Fund

Prospectus
March 1, 1996

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

This prospectus sets forth concisely the information about Scudder Pacific
Opportunities Fund, a series of Scudder International Fund, Inc., an open-end
management investment company, that a prospective investor should know before
investing. Please retain it for future reference. If you require more detailed
information, a Statement of Additional Information dated March 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.

Contents--see page 4.

<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 Pacific Opportunities Fund (the "Fund"). By
reviewing this table and those in other mutual funds' prospectuses, you can
compare the Fund's fees and expenses with those of other funds. With Scudder's
pure no-load(TM) funds, you pay no commissions to purchase or redeem shares, or
to exchange from one fund to another. As a result, all of your investment goes
to work for you.

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

Sales commissions to purchase shares (sales load) NONE
Commissions to reinvest dividends NONE
Redemption fees NONE*
Fees to exchange shares NONE

2) Annual Fund operating expenses: Expenses paid by the Fund before it
distributed its net investment income, expressed as a percentage of the
Fund's average daily net assets for the fiscal year ended October 31, 1995.

Investment management fee 1.10%
12b-1 fees NONE
Other expenses 0.64%
-----
Total Fund operating expenses 1.74%
=====

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
------ ------- ------- --------
$18 $55 $94 $205

</TABLE>

2
<PAGE>

Financial highlights

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

<TABLE>
<CAPTION>
FOR THE PERIOD
DECEMBER 8, 1992
YEARS ENDED OCTOBER 31, (COMMENCEMENT
--------------------- OF OPERATIONS) TO
1995 1994 OCTOBER 31, 1993
------- ------- ----------------
<S> <C> <C> <C>
Net asset value, beginning of period ................................... $ 17.57 $ 16.21 $ 12.00
------- ------- -------
Income from investment operations:
Net investment income (a) ........................................ .10 .04 .04
Net realized and unrealized gain (loss) on investment
transactions...................................................... (1.98) 1.41 4.17
------- ------- -------
Total from investment operations ....................................... (1.88) 1.45 4.21
------- ------- -------
Less distributions from:
Net investment income ............................................ (.10) (.08) --
Net realized gains on investment transactions .................... -- (.01) --
------- ------- -------
Total distributions .................................................... (.10) (.09) --
------- ------- -------
Net asset value, end of period ......................................... $ 15.59 $ 17.57 $ 16.21
======= ======= =======
TOTAL RETURN (%) ....................................................... (10.73) 8.97 35.08**
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period ($ millions) ................................. 384 499 270
Ratio of operating expenses, net to average daily net assets (%) (a) ... 1.74 1.81 1.75*
Ratio of net investment income to average daily net assets (%) ......... .65 .28 1.41*
Portfolio turnover rate (%) ............................................ 64.0 38.5 9.9*
(a) Reflects a per share amount of management fee and other fees
not imposed by the Adviser of .................................. -- -- .03
Operating expense ratio including expenses reimbursed,
management fee and other expenses not imposed (%) .............. -- -- 2.90*
</TABLE>

* Annualized

** Not annualized

3
<PAGE>

A message from Scudder's chairman

/s/Daniel Pierce

Scudder Pacific Opportunities Fund

Investment objective

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

Investment characteristics

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

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

o increased international diversification

o daily liquidity at net asset value

o above-average investment risk

Contents

Investment objective and policies 5
Why invest in the Fund? 6
International investment experience 7
Additional information about policies
and investments 7
Distribution and performance information 10
Fund organization 11
Purchases 12
Exchanges and redemptions 13
Transaction information 14
Shareholder benefits 18
Directors and Officers 21
Investment products and services 22
How to contact Scudder 23

4
<PAGE>

Investment objective and policies

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

Investments

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

The Fund defines securities of Pacific Basin companies as follows:

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

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

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

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

5
<PAGE>

Investment objective and policies (cont'd)

business results. The Fund may also purchase shares of closed-end investment
companies that invest primarily in the Pacific Basin. In addition, the Fund may
invest in when-issued securities and convertible securities and may engage in
strategic transactions. For temporary defensive purposes, the Fund may hold
without limit debt instruments as well as cash and cash equivalents, including
foreign and domestic money market instruments, short-term government and
corporate obligations, and repurchase agreements when the Adviser deems such a
position advisable in light of economic or market conditions. More information
about investment techniques is provided under "Additional information about
policies and investments."

Investment strategy

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

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

Why invest in the Fund?

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

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

6
<PAGE>

for safekeeping and convert profits from foreign currencies to U.S. dollars. The
Fund manages these tasks for the investor. The Adviser has had long experience
in dealing in foreign markets and believes the Fund affords a convenient and
cost-effective method of investing in the more dynamic, developing countries in
the Pacific Basin region. See "Additional information about policies and
investments--Risk factors."

International investment experience

The Adviser, a leader in international investment management, has been investing
in the Pacific Basin for over 35 years. The Adviser manages a number of offshore
and U.S. investment companies that invest in all or select regions of the
Pacific Basin, including two closed-end funds that trade on the New York Stock
Exchange: Scudder New Asia Fund, Inc. and The Korea Fund, Inc. The Adviser also
manages The Japan Fund, Inc., an open-end investment company investing primarily
in securities of Japanese companies.

Additional information about policies and investments

Investment restrictions

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

The Fund may not borrow money except as a temporary measure for extraordinary or
emergency purposes and may not make loans except through the lending of
portfolio securities, the purchase of debt securities or through repurchase
agreements. The Fund may not invest more than 25% of its total assets in
securities of companies in the same industry.

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, in restricted securities or in repurchase agreements
maturing in more than seven days.

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

When-issued securities

Convertible securities

The Fund may invest in convertible securities which may offer higher income than
the common stocks into which they are convertible. The convertible securities in
which the Fund may invest consist of bonds, notes, debentures and preferred
stocks which may be converted or exchanged at a stated or determinable exchange
ratio into underlying shares of common stock. Prior to their conversion,
convertible securities may have characteristics similar to non-convertible
securities.

7
<PAGE>

Additional information about policies and investments (cont'd)

Repurchase agreements

Strategic Transactions and derivatives

Risk factors

8
<PAGE>

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

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

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

Repurchase agreements. If the seller under a repurchase agreement becomes
insolvent, the Fund's right to dispose of the securities may be restricted, 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 security 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 security.

9
<PAGE>

Additional information about policies and investments (cont'd)

Distribution and performance information

Dividends and capital gains distributions

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

Generally, dividends from net investment income are taxable to shareholders as
ordinary income. Long-term capital gains distributions, if any, are taxable as

10
<PAGE>

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 to its shareholders by January 31 of the following year.

Performance information

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

Fund organization

Scudder Pacific Opportunities Fund is a non-diversified series of Scudder
International Fund, Inc. (the "Corporation"), an open-end, management investment
company registered under the 1940 Act. The Corporation was organized as a
Maryland corporation in July 1975.

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

Investment adviser

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

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

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

(Continued on page 14)

11
<PAGE>
<TABLE>
<CAPTION>

Purchases
<S> <C>

Opening Minimum initial investment: $1,000; IRAs $500
an account Group retirement plans (401(k), 403(b), etc.) have similar or lower minimums. See appropriate
plan literature.

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

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

o 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.

o 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; IRAs $50
additional shares Group retirement plans (401(k), 403(b), etc.) have similar or lower minimums. See appropriate
plan literature.

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

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

o 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.

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

o By Automatic You may arrange to make investments on a
Investment Plan regular basis through automatic
($50 minimum) 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

Send your instructions

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

The Scudder Funds Scudder Shareholder Services 1-800-821-6234
P.O. Box 2291 Center
Boston, MA 02107-2291 42 Longwater Drive
Norwell, MA
02061-1612
- ----------------------------------------------------------------------------------------------------------------------------------
Redeeming o By Telephone To speak with a service representative,
shares 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.

o By Mail Send your instructions for redemption to the appropriate address or fax number
or Fax 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.

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

13
<PAGE>

Fund organization (cont'd)

(Continued from page 11)

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

Custodian

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

Fund accounting agent

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

Transaction information

Purchasing shares

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

Your wire instructions must also include:

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

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

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

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

14
<PAGE>

Scudder retirement plan accounts.

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

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

Redeeming shares

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

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

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

15
<PAGE>

Transaction information (cont'd)

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

Telephone transactions

Share price

Processing time

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

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

16
<PAGE>

Short-term trading

Tax information

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

Tax identification number

Minimum balances

Third party transactions

Redemption-in-kind

17
<PAGE>

Shareholder benefits

Experienced professional management

A team approach to investing

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

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

SAIL(TM)--Scudder Automated Information Line

Investment flexibility

Dividend reinvestment plan

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

Shareholder statements

18
<PAGE>

Shareholder reports

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

Newsletters

Scudder Funds Centers

T.D.D. service for the hearing impaired

19
<PAGE>

Scudder tax-advantaged retirement 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.

20
<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

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

William H. Gleysteen, Jr.
Director; Consultant

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

Dr. Wilson Nolen
Director; Consultant

Juris Padegs*
Director, Vice President and Assistant Secretary

Daniel Pierce*
Director

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

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.

21
<PAGE>
<TABLE>
<CAPTION>

Investment products and services
<S> <C>
The Scudder Family of Funds Income
Money market Scudder Emerging Markets Income Fund
Scudder Cash Investment Trust Scudder Global Bond 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 Zero Coupon 2000 Fund
Tax free+ Growth
Scudder California Tax Free Fund* Scudder Capital Growth Fund
Scudder High Yield Tax Free Fund Scudder Development Fund
Scudder Limited Term Tax Free Fund Scudder Global Fund
Scudder Managed Municipal Bonds Scudder Global Small Company Fund
Scudder Massachusetts Limited Term Tax Free Fund* Scudder Gold Fund
Scudder Massachusetts Tax Free Fund* Scudder Greater Europe Growth Fund
Scudder Medium Term Tax Free Fund Scudder International Fund
Scudder New York Tax Free Fund* Scudder Latin America Fund
Scudder Ohio Tax Free Fund* Scudder Pacific Opportunities Fund
Scudder Pennsylvania Tax Free Fund* Scudder Quality Growth Fund
Growth and Income Scudder Small Company Value 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
401(k) Plans Money Purchase Pension Plans
------------------------------------------------------------------------------------------------------------------------
Closed-end Funds#
The Argentina Fund, Inc. Scudder New Europe Fund, Inc.
The Brazil Fund, Inc. Scudder World Income Opportunities Fund, Inc.
The First Iberian Fund, Inc.
The Korea Fund, Inc. Institutional Cash Management
The Latin America Dollar Income Fund, Inc. Scudder Institutional Fund, Inc.
Montgomery Street Income Securities, Inc. Scudder Fund, Inc.
Scudder New Asia 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.

</TABLE>
22
<PAGE>

How to contact Scudder
<S> <C> <C> <C>
Account Service and Information: Please address all correspondence to:
For existing account service Scudder Investor Relations The Scudder Funds
and transactions 1-800-225-5163 P.O. Box 2291
Boston, Massachusetts
02107-2291
For personalized information Scudder Automated
about your Scudder accounts; Information Line
exchanges and redemptions; or (SAIL)
information on any Scudder 1-800-343-2890
fund

Investment Information: Or Stop by a Scudder Funds Center:

To receive information about Scudder Investor Relations Many shareholders enjoy the personal, one-on-one
the Scudder funds, for 1-800-225-2470 service of the Scudder Funds Centers. Check for a
additional applications and Funds Center near you--they can be found in the
prospectuses, or for following cities:
investment questions

For establishing 401(k) and Scudder Defined Boca Raton New York
403(b) plans Contribution Services Boston Portland, OR
1-800-323-6105 Chicago San Diego
Cincinnati San Francisco
Los Angeles Scottsdale

For information on Scudder Treasurers Trust(TM), an For information on Scudder Institutional Funds*, funds
institutional cash management service for corporations, designed to meet the broad investment management and
non-profit organizations and trusts which utilizes service needs of banks and other institutions, call:
certain portfolios of Scudder Fund, Inc.* ($100,000 1-800-854-8525.
minimum), call: 1-800-541-7703.

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.

</TABLE>

<PAGE>
Scudder
Latin America
Fund

Prospectus
March 1, 1996

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

This prospectus sets forth concisely the information about Scudder Latin America
Fund, a series of Scudder International Fund, Inc., an open-end management
investment company, that a prospective investor should know before investing.
Please retain it for future reference. If you require more detailed information,
a Statement of Additional Information dated March 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.

Contents--see page 4.
<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 Latin America Fund (the "Fund"). By reviewing
this table and those in other mutual funds' prospectuses, you can compare the
Fund's fees and expenses with those of other funds. With Scudder's pure
no-load(TM) funds, you pay no commissions to purchase or redeem shares, or to
exchange from one fund to another. As a result, all of your investment goes to
work for you.

1) Shareholder transaction expenses: Expenses charged directly to your
individual account in the Fund for various transactions.
<TABLE>
<CAPTION>
<S> <C>

Sales commissions to purchase shares (sales load) NONE
Commissions to reinvest dividends NONE
Deferred sales charge NONE
Redemption fees payable to the Fund 2.00%*
Exchange fees payable to the Fund 2.00%*

Investment management fee (after state imposed expense limitation) 1.22%**
12b-1 fees NONE
Other expenses 0.86%
-----
Total Fund operating expenses 2.08%**
-----
-----
Example

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
$21 $65 $112 $241
</TABLE>

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

** For the fiscal year ended October 31, 1995, the Adviser did not impose a
portion of its management fee. Without the state imposed expense
limitation, the total annualized expenses of the Fund would have been 2.11%
(of which 1.25% would have consisted of investment management fees) for the
fiscal year.

2
<PAGE>

Financial highlights

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

If you would like more detailed information concerning the Fund's performance, a complete portfolio listing and
audited financial statements are available in the Fund's Annual Report dated October 31, 1995 and may be obtained
without charge by writing or calling Scudder Investor Services, Inc.
<CAPTION>
For the Period
December 8, 1992
(Commencement
Years Ended October 31, of operations)
------------------------- to October 31,
1995 1994 1993
------------------------- ---------------
<S> <C> <C> <C>
Net asset value, beginning of period ......................................... $24.44 $18.41 $12.00
------ ------ ------
Income from investment operations:
Net investment income (loss) (a) ..................................... .09 (.03) .03
Net realized and unrealized gain (loss) on investment transactions .. (7.58) 6.18 6.38
------ ------ ------
Total from investment operations ............................................. (7.49) 6.15 6.41
------ ------ ------
Less distributions:
In excess of net investment income ................................... -- (.06) --
From net realized gains on investment transactions ................... (.73) (.06) --
------ ------ ------
Total distributions .......................................................... (.73) (.12) --
------ ------ ------
Net asset value, end of period ............................................... $16.22 $24.44 $18.41
====== ====== ======
TOTAL RETURN (%) ............................................................. (30.96) 33.43 53.42(b)**
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period ($ millions) ....................................... 519 809 261
Ratio of operating expenses, net to average daily net assets (%) (a) ......... 2.08 2.01 2.00*
Ratio of net investment income (loss) to average daily net assets (%) ........ .52 (.20) .44*
Portfolio turnover rate (%) .................................................. 39.5 22.4 4.6*
<FN>
(a) Reflects a per share amount of management fee not imposed
by the Adviser of ...................................................... $ .01 $ .01 $ .04
Operating expense ratio including management fee not imposed (%) ....... 2.11 2.05 2.69*
(b) Total return does not reflect the effect of the applicable redemption fees.
* Annualized
** Not annualized
</FN>
</TABLE>

3
<PAGE>

A message from Scudder's chairman

/s/Daniel Pierce

Scudder Latin America Fund

Investment objective

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

Investment characteristics

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

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

o above-average investment risk

Contents

Investment objective and policies 5
Why invest in the Fund? 7
Latin American investment experience 7
Additional information about policies
and investments 7
Risk factors 9
Distribution and performance information 12
Fund organization 13
Purchases 14
Exchanges and redemptions 15
Transaction information 16
Shareholder benefits 20
Directors and Officers 23
Investment products and services 24
How to contact Scudder 25

4
<PAGE>

Investment objective and policies

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

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

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

Investments

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

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

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

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

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

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

5
<PAGE>

Investment objective and policies (cont'd)

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

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

The Fund may invest up to 35% of its total assets in the equity securities of
U.S. and other non-Latin American issuers. In evaluating non-Latin American
investments, the Adviser seeks investments where an issuer's Latin American
business activities and the impact of developments in Latin America may have a
positive effect on the issuer's business results.

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

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

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

6
<PAGE>

advisable in light of economic or market conditions. The Fund may also invest in
closed-end investment companies investing primarily in Latin America. In
addition, the Fund may invest in loan participations and assignments,
when-issued securities, convertible securities and repurchase agreements and may
engage in strategic transactions. See "Additional information about policies and
investments" for more information about these investment techniques.

Why invest in the Fund?

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

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

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

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

Latin American investment experience

The Adviser has been active in international investment for over 40 years. The
Adviser manages a number of offshore and U.S. investment companies that invest
in all or select regions of Latin America, including three closed-end funds
trading on the New York Stock Exchange: The Argentina Fund, Inc., The Brazil
Fund, Inc., and The Latin America Dollar Income Fund, Inc.

Additional information about policies and investments

Investment restrictions

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

The Fund may not borrow money except as a temporary measure for extraordinary or

7
<PAGE>

Additional information about policies and investments (cont'd)

emergency purposes and may not make loans except through the lending of
portfolio securities, the purchase of debt securities or through repurchase
agreements.

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

In addition, as a matter of nonfundamental policy, the Fund may not invest more
than 10% of its total assets, in the aggregate, in securities which are not
readily marketable, in restricted securities or in 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.

Loan participations and assignments

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

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

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

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

When-issued securities

Convertible securities

The Fund may invest in convertible securities which may offer higher income than
the common stocks into which they are convertible. The convertible securities in
which the Fund may invest include fixed-income or zero coupon debt securities
which may be converted or exchanged at a stated or determinable exchange ratio
into underlying shares of common stock. Prior to their conversion, convertible
securities may have characteristics similar to non-convertible securities.

Repurchase agreements

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

Strategic Transactions and derivatives

8
<PAGE>

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.

Risk factors

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

9
<PAGE>

Additional information about policies and investments (cont'd)

considerable difficulties in the past decade. Although there have been
significant improvements in recent years, the Latin American economies continue
to experience challenging problems, including high inflation rates and high
interest rates relative to the U.S. The emergence of the Latin American
economies and securities markets will require continued economic and fiscal
discipline which has been lacking at times in the past, as well as stable
political and social conditions. Recovery may also be influenced by
international economic conditions, particularly those in the U.S., and by world
prices for oil and other commodities. There is no assurance that recent economic
initiatives will be successful.

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

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

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

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

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

10
<PAGE>

regulation of securities exchanges, brokers and listed companies; and the
difficulty of enforcing obligations in other countries. Further, it may be more
difficult for the Fund's agents to keep currently informed about corporate
actions which may affect the prices of portfolio securities. Communications
between the U.S. and foreign countries may be less reliable than within the
U.S., increasing the risk of delayed settlements of portfolio transactions or
loss of certificates for portfolio securities. Certain markets may require
payment for securities before delivery. The Fund's ability and decisions to
purchase and sell portfolio securities may be affected by laws or regulations
relating to the convertibility of currencies and repatriation of assets. Some
countries restrict the extent to which foreigners may invest in their securities
markets.

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

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

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

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

Strategic Transactions and derivatives. Strategic Transactions, including
derivative contracts, have risks associated with them including possible

11
<PAGE>

Additional information about policies and investments (cont'd)

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.

Distribution and performance information

Dividends and capital gains distributions

The Fund intends to distribute dividends from its net investment income and net
realized capital gains after utilization of capital loss carryforwards, if any,
annually in December to prevent application of federal excise tax, although an
additional distribution may be made if required, at a later date. Any dividends
or capital gains distributions declared in October, November or December with a
record date in such a month and paid the following January will be treated by
shareholders for federal income tax purposes as if received on December 31 of
the calendar year declared. According to preference, shareholders may receive
distributions in cash or have them reinvested in additional shares of the Fund.
Distributions are not subject to the 2% redemption fee, whether paid in cash or
reinvested. If the investment is in the form of a retirement plan, all dividends
and capital gains distributions must be reinvested into the shareholder's
account.

Shareholders may be able to claim a credit or deduction on their income tax

12
<PAGE>

returns for their pro rata portion of qualified taxes paid by the Fund to
foreign countries.

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

Performance information

Fund organization

Scudder Latin America Fund is a non-diversified series of Scudder International
Fund, Inc. (the "Corporation"), an open-end, management investment company
registered under the 1940 Act. The Corporation was organized as a Maryland
corporation in July 1975.

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

Investment adviser

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

For the fiscal year ended October 31, 1995, the Adviser did not impose a portion
of its management fee, maintaining the annualized expenses for the Fund at 2.08%
and, accordingly, received an investment management fee of 1.22% 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 or administrative services.

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

(Continued on page 16)

13
<PAGE>

Purchases
<TABLE>
<CAPTION>
<S> <C> <C> <C>

Opening Minimum initial investment: $1,000; IRAs $500
an account Group retirement plans (401(k), 403(b), etc.) have similar or lower minimums. See appropriate
plan literature.

Make checks o By Mail Send your completed and signed application and check
payable to "The
Scudder Funds."
by regular mail to: or by express, registered,
or certified mail to:
The Scudder Funds Scudder Shareholder Services
P.O. Box 2291 Center
Boston, MA 42 Longwater Drive
02107-2291 Norwell, MA
02061-1612
o 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.

o 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; IRAs $50
additional Group retirement plans (401(k), 403(b), etc.) have similar or lower minimums. See appropriate
shares plan literature.

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

o 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.

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

</TABLE>

14
<PAGE>

Exchanges and redemptions

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

There may be a o By Mail Print or type your instructions and include:
2% fee payable or Fax - the name of the Fund and the account number you are exchanging from;
to the Fund for - your name(s) and address as they appear on your account;
exchanges of - the dollar amount or number of shares you wish to exchange;
shares held less - the name of the Fund you are exchanging into; and
than one year. - your signature(s) as it appears on your account and a daytime telephone
number.
Send your instructions

by regular mail to: or by express, registered, or by fax to:
or certified mail to:
The Scudder Funds Scudder Shareholder 1-800-821-6234
P.O. Box 2291 Services Center
Boston, MA 02107-2291 42 Longwater Drive
Norwell, MA 02061-1612
-----------------------------------------------------------------------------------------------------------------------

Redeeming shares o 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 proceeds of up to $50,000 sent to your address of record.

There may be a o By Mail Send your instructions for redemption to the appropriate address or fax number
2% fee payable or Fax above and include:
to the Fund for - the name of the Fund and account number you are redeeming from;
redemption of - your name(s) and address as they appear on your account;
shares held less - the dollar amount or number of shares you wish to redeem; and
than one year. - 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.

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

15
<PAGE>

Fund organization (cont'd)

(Continued from page 13)

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

Custodian

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

Fund accounting agent

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

Transaction information

Purchasing shares

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

Your wire instructions must also include:

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

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

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

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

16
<PAGE>

orders are not available for shares held in Scudder IRA accounts and most other
Scudder retirement plan accounts.

Exchanging and redeeming shares

Upon the redemption or exchange of shares held less than a year, a fee of 2% of
the lower of the cost or the current net asset value of the shares will be
assessed and retained by the Fund for the benefit of the remaining shareholders.
The fee is waived for all shares purchased through certain retirement plans,
including 401(k) plans, 403(b) plans, 457 plans, Keogh accounts, and Profit
Sharing and Money Purchase Pension Plans. However, this fee waiver does not
apply to IRA and SEP-IRA accounts. This fee is intended to encourage long-term
investment in the Fund, to avoid transaction and other expenses caused by early
redemptions, and to facilitate portfolio management. The fee is not a deferred
sales charge, is not a commission paid to the Adviser or its subsidiaries, and
does not benefit the Adviser in any way. The Fund reserves the right to modify
the terms of or terminate this fee at any time. The fee applies to redemptions
from the Fund and exchanges to other Scudder funds, but not to dividend or
capital gains distributions which have been automatically reinvested in the
Fund. The fee is applied to the shares being redeemed or exchanged in the order
in which they were purchased. See "Exchanges and Redemptions" in the Fund's
Statement of Additional Information for a more detailed description of the
redemption fee.

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

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

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

17
<PAGE>

Transaction information (cont'd)

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.

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

Telephone transactions

Share price

Purchases and redemptions, including exchanges, are made at net asset value.
There may be a 2% fee payable to the Fund for exchanges or redemptions of shares

18
<PAGE>

held less than one year. 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

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.

Short-term trading

Tax information

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

Tax identification number

Minimum balances

Third party transactions

If purchases and redemptions of Fund shares are arranged and settlement is made
at an investor's election through a member of the National

19
<PAGE>

Transaction information (cont'd)

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

Shareholder benefits

Experienced professional management

A team approach to investing

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

Lead Portfolio Manager Edmund B. Games, Jr. has set the Fund's investment
strategy and overseen its daily operation since the Fund was introduced in 1992.
Mr. Games joined Scudder's equity research area in 1960 and has focused on Latin
American stocks since 1988. Tara C. Kenney, Portfolio Manager, assists with the
Fund's research and investment strategy. Ms. Kenney, who joined the Fund's team
in 1996, has nine years of financial industry experience. Paul Rogers, Portfolio
Manager, also joined the Fund's team in 1996 and is primarily responsible for
research on Latin American corporations. Mr. Rogers joined Scudder in 1994 and
has over 10 years of investment experience.

SAIL(TM)--Scudder Automated Information Line

Investment flexibility

20
<PAGE>

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

Shareholder reports

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

Newsletters

Scudder Funds Centers

T.D.D. service for the hearing impaired

21
<PAGE>

Scudder tax-advantaged retirement 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.

22
<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

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

William H. Gleysteen, Jr.
Director; Consultant

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

Dr. Wilson Nolen
Director; Consultant

Juris Padegs*
Director, Vice President and Assistant Secretary

Daniel Pierce*
Director

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

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.

23
<PAGE>

Investment products and services

The Scudder Family of Funds Income
Money market Scudder Emerging Markets Income Fund
Scudder Cash Investment Trust Scudder Global Bond 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 Zero Coupon 2000 Fund
Tax free+ Growth
Scudder California Tax Free Fund* Scudder Capital Growth Fund
Scudder High Yield Tax Free Fund Scudder Development Fund
Scudder Limited Term Tax Free Fund Scudder Global Fund
Scudder Managed Municipal Bonds Scudder Global Small Company Fund
Scudder Massachusetts Limited Term Tax Free Fund* Scudder Gold Fund
Scudder Massachusetts Tax Free Fund* Scudder Greater Europe Growth Fund
Scudder Medium Term Tax Free Fund Scudder International Fund
Scudder New York Tax Free Fund* Scudder Latin America Fund
Scudder Ohio Tax Free Fund* Scudder Pacific Opportunities Fund
Scudder Pennsylvania Tax Free Fund* Scudder Quality Growth Fund
Growth and Income Scudder Small Company Value 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
401(k) Plans Money Purchase Pension Plans
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
Closed-end Funds#
The Argentina Fund, Inc. Scudder New Europe Fund, Inc.
The Brazil Fund, Inc. Scudder World Income Opportunities Fund, Inc.
The First Iberian Fund, Inc.
The Korea Fund, Inc. Institutional Cash Management
The Latin America Dollar Income Fund, Inc. Scudder Institutional Fund, Inc.
Montgomery Street Income Securities, Inc. Scudder Fund, Inc.
Scudder New Asia Fund, Inc. Scudder Treasurers Trust(TM)++
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------

24
<PAGE>

How to contact Scudder

Account Service and Information: Please address all correspondence to:

For existing account service Scudder Investor The Scudder Funds
and transactions Relations P.O. Box 2291
1-800-225-5163 Boston, Massachusetts
02107-2291
For personalized information Scudder Automated
about your Scudder accounts; Information Line
exchanges and redemptions; or (SAIL)
information on any 1-800-343-2890
Scudder fund

Investment Information: Or Stop by a Scudder Funds Center:

To receive information about Scudder Investor Many shareholders enjoy the personal, one-on-one
the Scudder funds, for Relations service of the Scudder Funds Centers. Check for a
additional applications and 1-800-225-2470 Funds Center near you--they can be found in the
prospectuses, or for following cities:
investment questions

For establishing 401(k) and Scudder Defined Boca Raton New York
403(b) plans Contribution Boston Portland, OR
Services Chicago San Diego
1-800-323-6105 Cincinnati San Francisco
Los Angeles Scottsdale

For information on Scudder Treasurers Trust(TM), an For information on Scudder Institutional Funds*,
institutional cash management service for corporations, funds designed to meet the broad investment
non-profit organizations and trusts which utilizes management and service needs of banks and other
certain portfolios of Scudder Fund, Inc.* ($100,000 institutions, call: 1-800-854-8525.
minimum), call: 1-800-541-7703.

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.
</TABLE>

<PAGE>
This combined prospectus sets forth concisely the information a prospective
investor should know before investing in the following open-end funds: Scudder
Global Fund and Scudder Global Discovery Fund, each a series of Scudder Global
Fund, Inc.; Scudder Greater Europe Growth Fund, Scudder International Fund,
Scudder Latin America Fund and Scudder Pacific Opportunities Fund, each a series
of Scudder International Fund, Inc. Please retain it for future reference.

If you require more detailed information, Statements of Additional Information
dated March 1, 1996 for Scudder Global Discovery Fund, Scudder Greater Europe
Growth Fund, Scudder Latin America Fund and Scudder Pacific Opportunities Fund;
November 1, 1995 for Scudder Global Fund; and August 1, 1995 for Scudder
International Fund, 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 Statements, which are incorporated by
reference into this prospectus, have been filed with the Securities and Exchange
Commission.

Contents--see page 14.

Scudder Global Fund
- -------------------------------------
November 1, 1995

Scudder Global Discovery
Fund
- -------------------------------------
March 1, 1996
As Revised March 6, 1996

Scudder Greater Europe
Growth Fund
- -------------------------------------
March 1, 1996

Scudder International Fund
- -------------------------------------
August 1, 1995

Scudder Latin America
Fund
- -------------------------------------
March 1, 1996

Scudder Pacific Opportunities Fund
- -------------------------------------
March 1, 1996

Six pure no-load(TM) (no sales charges) mutual funds offering a broad range of
worldwide equity opportunities in developed, newly industrialized and developing
countries.
<PAGE>

Expense information

Scudder Global Fund

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 Global 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

Investment management fee 0.97%
12b-1 fees NONE
Other expenses 0.41%
----
Total Fund operating expenses 1.38%
====

Example

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
$14 $44 $76 $166

2
<PAGE>
Expense information

Scudder Global Discovery Fund

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 Global Discovery 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

Investment management fee 1.10%
12b-1 fees NONE
Other expenses 0.59%
----
Total Fund operating expenses 1.69%
====

Example

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
$17 $53 $92 $200

3
<PAGE>

Expense information

Scudder Greater Europe Growth Fund

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 Greater Europe Growth 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

Investment management fee (after waiver) 0.00%**
12b-1 fees NONE
Other expenses 1.50%**
----
Total Fund operating expenses 1.50%**
====

Example

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
$15 $47 $82 $179

4
<PAGE>

Expense information

Scudder International Fund

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. 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

Investment management fee 0.83%
12b-1 fees NONE
Other expenses 0.36%
----
Total Fund operating expenses 1.19%
====

Example

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
$12 $38 $65 $144

5
<PAGE>

Expense information

Scudder Latin America Fund

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

This information is designed to help you understand the various costs and
expenses of investing in Scudder Latin America Fund. 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.

Investment management fee
(after state imposed expense limitation) 1.22%**
12b-1 fees NONE
Other expenses 0.86%
----
Total Fund operating expenses 2.08%**
====

Example

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
$21 $65 $112 $241

6
<PAGE>

Expense information

Scudder Pacific Opportunities Fund

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

This information is designed to help you understand the various costs and
expenses of investing in Scudder Pacific Opportunities Fund. 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

Investment management fee 1.10%
12b-1 fees NONE
Other expenses 0.64%
----
Total Fund operating expenses 1.74%
====

Example

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
$18 $55 $94 $205

7
<PAGE>

Financial Highlights

Scudder Global Fund

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

FOR THE PERIOD
JULY 23, 1986
(COMMENCEMENT
YEARS ENDED JUNE 30, OF OPERATIONS)
------------------------------------------------------------------------- TO JUNE 30,
1995 1994(d) 1993 1992 1991 1990 1989 1988 1987
------------------------------------------------------------------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period............. $23.93 $21.63 $19.56 $18.06 $20.36 $17.64 $14.47 $15.42 $12.00
------ ------ ------ ------ ------ ------ ------ ------ ------
Income from investment
operations:
Net investment income........... .25 .23 .15 .19 .40 .19 .19 .18 .05
Net realized and unrealized
gain (loss) on investment
transactions.................. 1.91 2.57 2.42 2.28 (1.50) 3.28 3.20 (.82) 3.37
------ ------ ------ ------ ------ ------ ------ ------ ------
Total from investment operations 2.16 2.80 2.57 2.47 (1.10) 3.47 3.39 (.64) 3.42
------ ------ ------ ------ ------ ------ ------ ------ ------
Less distributions from:
Net investment income........... (.11) (.24) (.16) (.31) (.37) (.20) (.14) (.06) -
Net realized gains on
investment transactions....... (.34) (.26) (.34) (.66) (.83) (.55) (.08) (.25) -
------ ------ ------ ------ ------ ------ ------ ------ ------
Total distributions.............. (.45) (.50) (.50) (.97) (1.20) (.75) (.22) (.31) -
------ ------ ------ ------ ------ ------ ------ ------ ------
Net asset value, end of period... $25.64 $23.93 $21.63 $19.56 $18.06 $20.36 $17.64 $14.47 $15.42
====== ====== ====== ====== ====== ====== ====== ====== ======
TOTAL RETURN (%)................. 9.11 12.99 13.45 14.09 (5.20) 20.00 23.90 (4.45) 28.50**
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period
($ millions)................... 1,168 1,096 577 371 268 257 91 81 102
Ratio of operating expenses,
to average daily net
assets (%)..................... 1.38 1.45 1.48 1.59 1.70 1.81 1.98 1.71(b) 1.84*(a)
Ratio of net investment income to
average daily net assets (%)... 1.03 .97 .90 1.09 2.21 1.77 1.22 1.23 .63*
Portfolio turnover rate (%)...... 44.4 59.7 64.9 44.6 85.0(c) 38.3 30.7 53.8 32.2*
<FN>
(a) The Adviser did not impose all of its management fee during the period July 23, 1986 (commencement of operations) to
December 31, 1986, amounting to $.01 per share.

(b) The Adviser absorbed a portion of the Fund's expenses exclusive of management fees, amounting to $.03 per share.

(c) The portfolio turnover rate on equity securities and debt securities was 62.7% and 174.4%, respectively, based on average
monthly equity holdings and average monthly debt holdings.

(d) Per share amounts have been calculated using weighted average shares outstanding.
</FN>
</TABLE>

* Annualized

** Not annualized

8
<PAGE>
Financial Highlights

Scudder Global Discovery Fund
<TABLE>
<CAPTION>
The following table includes selected data for a share outstanding throughout each period and other
performance information derived from the audited financial statements.

The Fund changed its name from Scudder Global Small Company Fund on March 6, 1996. If you would like more
detailed information concerning the Fund's performance, a complete portfolio listing and audited financial
statements are available in the Fund's Annual Report dated October 31, 1995 and may be obtained without charge
by writing or calling Scudder Investor Services, Inc.

For the Period
September 10, 1991
(commencement
Years Ended October 31, of operations)
-------------------------------------------------- to October 31
1995 1994 1993 1992 1991
--------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period . . . . . . . . . $16.27 $16.14 $12.05 $11.92 $12.00
------ ------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss) (a) . . . . . . . . . . (.03) (.02) .04 .07 .01
Net realized and unrealized gain (loss) on investment
transactions . . . . . . . . . . . . . . . . . . . 1.38 .48 4.24 .08 (.09)
------ ------ ------ ------ ------
Total from investment operations . . . . . . . . . . . 1.35 .46 4.28 .15 (.08)
------ ------ ------ ------ ------
LESS DISTRIBUTIONS:
From net investment income . . . . . . . . . . . . . - - (.07) (.02) -
In excess of net investment income . . . . . . . . . - (.18) - - -
From net realized gains on investment transactions . (.08) (.15) (.12) - -
------ ------ ------ ------ ------
Total distributions. . . . . . . . . . . . . . . . . . (.08) (.33) (.19) (.02) -
------ ------ ------ ------ ------
Net asset value, end of period . . . . . . . . . . . . $17.54 $16.27 $16.14 $12.05 $11.92
------ ------ ------ ------ ------
------ ------ ------ ------ ------
Total Return (%) . . . . . . . . . . . . . . . . . . . 8.32 2.80 36.04 1.26 (.67)*
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period ($ millions) . . . . . . . . 255 256 198 55 9
Ratio of operating expenses net, to average daily
net assets (%) (a) . . . . . . . . . . . . . . . . . 1.69 1.70 1.50 1.50 1.50**
Ratio of net investment income (loss) to average daily
net assets (%) . . . . . . . . . . . . . . . . . . . (.12) (.28) .53 .78 2.47**
Portfolio turnover rate (%). . . . . . . . . . . . . . 43.7 45.8 54.6 23.4 -
(a) Reflects a per share amount of expenses, exclusive of
management fees, reimbursed by the Adviser of . . $ - $ - $ - $ - $ .06
Reflects a per share amount of management fee not
imposed by the Adviser of . . . . . . . . . . . . $ - $ .01 $ .04 $ .09 $ .01
Operating expense ratio including expenses
reimbursed, management fee and other expenses
not imposed (%) . . . . . . . . . . . . . . . . . - 1.76 2.01 2.53 15.34**
* Not annualized
** Annualized
</TABLE>

9
<PAGE>
Financial Highlights

Scudder Greater Europe Growth Fund
<TABLE>
<CAPTION>
The following table includes selected data for a share outstanding throughout each period and other
performance information derived from the audited financial statements.

For the Period
Year October 10, 1994
Ended (commencement
October 31, of operations) to
1995 October 31, 1994
----------- -----------------
<S> <C> <C>
Net asset value, beginning of period . . . . . . . . . . . . . . . . . $12.18 $12.00
------ ------
Income from investment operations:
Net investment income (a) . . . . . . . . . . . . . . . . . . . . . . .13 .01
Net realized and unrealized gain on investment transactions . . . . . 1.70 .17
------ ------
Total from investment operations . . . . . . . . . . . . . . . . . . . 1.83 .18
------ ------
Less distributions from net investment income. . . . . . . . . . . . . (.02) -
------ ------
Net asset value, end of period . . . . . . . . . . . . . . . . . . . . $13.99 $12.18
------ ------
------ ------
Total Return (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.06 1.50**
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period ($ millions) . . . . . . . . . . . . . . . . 41 8
Ratio of operating expenses, net to average daily net assets (%) (a) 1.50 1.50*
Ratio of net investment income to average daily net assets (%) . . . . 1.25 2.40*
Portfolio turnover rate (%). . . . . . . . . . . . . . . . . . . . . . 27.9 -
(a) Reflects a per share amount of expenses, exclusive of
management fees, reimbursed by the Adviser of . . . . . . . . . $ - $ .01
Reflects a per share amount of management fee and other
fees not imposed. . . . . . . . . . . . . . . . . . . . . . . . $ .13 $ .02
Operating expense ratio including expenses reimbursed,
management fee and other expenses not imposed (%) . . . . . . . 2.74 11.46*

* Annualized
** Not annualized
</TABLE>

10
<PAGE>
Financial Hightlights

Scudder International Fund
<TABLE>
<CAPTION>
The following table includes selected data for a share outstanding throughout each period (a) and other
performance information derived from the audited financial statements.

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>

11
<PAGE>
Financial Highlights

Scudder Latin America Fund
<TABLE>
<CAPTION>
The following table includes selected data for a share outstanding throughout each period and other
performance information derived from the audited financial statements.

If you would like more detailed information concerning the Fund's performance, a complete portfolio listing
and audited financial statements are available in the Fund's Annual Report dated October 31, 1995 and may be
obtained without charge by writing or calling Scudder Investor Services, Inc.
FOR THE PERIOD
DECEMBER 8, 1992
(COMMENCEMENT
YEARS ENDED OCTOBER 31, OF OPERATIONS)
------------------------- TO OCTOBER 31,
1995 1994 1993
------------------------- ---------------
<S> <C> <C> <C>
Net asset value, beginning of period ......................................... $24.44 $18.41 $12.00
------ ------ ------
Income from investment operations:
Net investment income (loss) (a) ..................................... .09 (.03) .03
Net realized and unrealized gain (loss) on investment transactions .. (7.58) 6.18 6.38
------ ------ ------
Total from investment operations ............................................. (7.49) 6.15 6.41
------ ------ ------
Less distributions:
In excess of net investment income ................................... -- (.06) --
From net realized gains on investment transactions ................... (.73) (.06) --
------ ------ ------
Total distributions .......................................................... (.73) (.12) --
------ ------ ------
Net asset value, end of period ............................................... $16.22 $24.44 $18.41
====== ====== ======
TOTAL RETURN (%) ............................................................. (30.96) 33.43 53.42(b)**
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period ($ millions) ....................................... 519 809 261
Ratio of operating expenses, net to average daily net assets (%) (a) ......... 2.08 2.01 2.00*
Ratio of net investment income (loss) to average daily net assets (%) ........ .52 (.20) .44*
Portfolio turnover rate (%) .................................................. 39.5 22.4 4.6*
<FN>
(a) Reflects a per share amount of management fee not imposed
by the Adviser of ...................................................... $ .01 $ .01 $ .04
Operating expense ratio including management fee not imposed (%) ....... 2.11 2.05 2.69*
(b) Total return does not reflect the effect of the applicable redemption fees.
* Annualized
** Not annualized

</FN>
</TABLE>

12
<PAGE>
Financial Highlights

Scudder Pacific Opportunities Fund
<TABLE>
<CAPTION>
The following table includes selected data for a share outstanding throughout each period and other
performance information derived from the audited financial statements.

FOR THE PERIOD
DECEMBER 8, 1992
YEARS ENDED OCTOBER 31, (COMMENCEMENT
--------------------- OF OPERATIONS) TO
1995 1994 OCTOBER 31, 1993
------- ------- ----------------
<S> <C> <C> <C>
Net asset value, beginning of period ................................... $ 17.57 $ 16.21 $ 12.00
------- ------- -------
Income from investment operations:
Net investment income (a) ........................................ .10 .04 .04
Net realized and unrealized gain (loss) on investment
transactions...................................................... (1.98) 1.41 4.17
------- ------- -------
Total from investment operations ....................................... (1.88) 1.45 4.21
------- ------- -------
Less distributions from:
Net investment income ............................................ (.10) (.08) --
Net realized gains on investment transactions .................... -- (.01) --
------- ------- -------
Total distributions .................................................... (.10) (.09) --
------- ------- -------
Net asset value, end of period ......................................... $ 15.59 $ 17.57 $ 16.21
======= ======= =======
TOTAL RETURN (%) ....................................................... (10.73) 8.97 35.08**
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period ($ millions) ................................. 384 499 270
Ratio of operating expenses, net to average daily net assets (%) (a) ... 1.74 1.81 1.75*
Ratio of net investment income to average daily net assets (%) ......... .65 .28 1.41*
Portfolio turnover rate (%) ............................................ 64.0 38.5 9.9*
(a) Reflects a per share amount of management fee and other fees
not imposed by the Adviser of .................................. -- -- .03
Operating expense ratio including expenses reimbursed,
management fee and other expenses not imposed (%) .............. -- -- 2.90*
</TABLE>

* Annualized

** Not annualized

13
<PAGE>

A message from Scudder's chairman

/s/ Daniel Pierce

The Funds

Six pure no-load(TM) (no sales charges) mutual funds offering a broad range of
worldwide equity opportunities in developed, newly industrialized and developing
countries:

* Scudder Global Fund
* Scudder Global Discovery Fund
* Scudder Greater Europe Growth Fund
* Scudder International Fund
* Scudder Latin America Fund
* Scudder Pacific Opportunities Fund

Contents

Introduction ............................. 15
Scudder Global Fund ...................... 15
Scudder Global Discovery Fund ............ 17
Scudder Greater Europe Growth Fund ....... 19
Scudder International Fund ............... 21
Scudder Latin America Fund ............... 22
Purchases ................................ 24
Exchanges and redemptions ................ 25
Scudder Pacific Opportunities Fund ....... 27
Special risk considerations .............. 29
Additional information about policies
and investments ........................ 29
Distribution and performance
information ............................ 36
Fund organization ........................ 37
Transaction information .................. 39
Shareholder benefits ..................... 43
Investment products and services ......... 47
How to contact Scudder ............ Back Cover

14
<PAGE>

Introduction

Scudder Global Fund, Scudder Global Discovery Fund, Scudder Greater Europe
Growth Fund, Scudder International Fund, Scudder Latin America Fund and Scudder
Pacific Opportunities Fund (collectively, the "Funds"), are mutual funds advised
by Scudder, Stevens & Clark, Inc. (the "Adviser"). The six Funds' prospectuses
are presented together so you can understand their important differences and
decide which Fund or combination of Funds is most suitable for your investment
needs.

Each 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.

Except as otherwise indicated, each 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 a Fund's objectives. If there is a
change in investment objectives, shareholders should consider whether the Fund
remains an appropriate investment in light of their current financial position
and needs. There can be no assurance that each Fund's objective will be met.

Scudder Global Fund

Investment objective and policies

Scudder Global Fund seeks long-term growth of capital through a diversified
portfolio of marketable securities, primarily equity securities, including
common stocks, preferred stocks and debt securities convertible into common
stocks. The Fund invests on a worldwide basis in equity securities of companies
which are incorporated in the U.S. or in foreign countries. It also may invest
in the debt securities of U.S. and foreign issuers. Income is an incidental
consideration.

Investments

The Fund invests in companies that the Adviser believes will benefit from global
economic trends, promising technologies or products and specific country
opportunities resulting from changing geopolitical, currency or economic
relationships. It is expected that investments will be spread broadly around the
world. The Fund will be invested usually in securities of issuers located in at
least three countries, one of which may be the U.S. The Fund may be invested
100% in non-U.S. issues, and for temporary defensive purposes may be invested
100% in U.S. issues, although under normal circumstances it is expected that
both foreign and U.S. investments will be represented in the Fund's portfolio.
It is expected that investments will include companies of varying size as
measured by assets, sales or capitalization.

The Fund generally invests in equity securities of established companies listed
on U.S. or foreign securities exchanges but also may invest in securities traded
over-the-counter. It also may invest in debt securities convertible into common
stock, and convertible and nonconvertible preferred stock, and fixed-income
securities of governments, government agencies, supranational agencies and
companies when the Adviser believes the potential for appreciation will equal or
exceed that available from investments in equity securities. These debt and
fixed-income securities will be predominantly investment-grade securities, that
is, 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 those of equivalent quality
as determined by the Adviser. The Fund may not invest more than 5% of its total
assets in debt securities rated Baa or below by Moody's, or BBB or below by S&P
or deemed by the Adviser to be of comparable quality (see

15
<PAGE>

Scudder Global Fund (cont'd)

"Additional information about policies and investments--Risk factors").

The Fund may invest in zero coupon securities which pay no cash income and are
issued at substantial discounts from their value at maturity. When held to
maturity, their entire income, which consists of accretion of discount, comes
from the difference between the issue price and their value at maturity.
Fixed-income securities also may be held for temporary defensive purposes when
the Adviser believes market conditions so warrant and for temporary investment.
Similarly, the Fund may invest in cash equivalents (including foreign money
market instruments, such as bankers' acceptances, certificates of deposit,
commercial paper, short-term government and corporate obligations and repurchase
agreements) for temporary defensive purposes and for liquidity. The Fund may
invest in closed-end investment companies holding foreign securities. In
addition, the Fund may engage in strategic transactions.

Why invest in the Fund?

The management of the Fund believes that there is substantial opportunity for
long-term capital growth from a professionally managed portfolio of securities
selected from the U.S. and foreign equity markets. This global investment
framework seeks to take advantage of the investment opportunities created by the
global economy. The world has become highly integrated in economic, industrial
and financial terms. Companies increasingly operate globally as they purchase
raw materials, produce and sell their products and raise capital. As a result,
international trends such as movements in currency and trading relationships are
becoming more important to many industries than purely domestic influences. To
understand a company's business, it is frequently more important to understand
how it is linked to the world economy than whether or not it is, for example, a
U.S., French or Swiss company. Just as a company takes a global perspective in
deciding where to operate, so too may an investor benefit from looking globally
in deciding which industries are growing, which producers are efficient and
which companies' shares are undervalued. The Fund affords the investor access to
opportunities wherever they arise, without being constrained by the location of
a company's headquarters or the trading market for its shares.

The Fund is designed for investors seeking worldwide equity opportunities in
developed, newly industrialized and developing countries (some of these
developing countries are located in Latin America and Africa). Like consumers
who seek to buy a good product wherever it is made, the Fund seeks to find
investment opportunities regardless of location. Because the Fund's portfolio
invests globally, it provides the potential to augment returns available from
the U.S. stock market. In addition, since U.S. and foreign markets do not always
move in step with each other, a global portfolio will be more diversified than
one invested solely in U.S. securities.

Investing directly in foreign securities is usually impractical for most
investors because it presents complications and extra costs. Investors often
find it difficult to arrange purchases and sales, to obtain current information,
to hold securities in safekeeping and to convert the value of their investments
from foreign currencies into dollars. The Fund manages these problems for the
investor. With a single investment, the investor has a diversified worldwide
investment portfolio which is managed actively by experienced professionals. The
Adviser has had many years of experience investing in foreign markets and
dealing with trading, custody and currency transactions around the world. The
Adviser has the benefit of information it receives from worldwide sources and
believes the Fund affords investors an efficient and cost-effective method of
investing worldwide.

16
<PAGE>

Scudder Global Discovery Fund

Investment objective and policies

Scudder Global Discovery Fund seeks above-average capital appreciation over the
long term by investing primarily in the equity securities of small companies
located throughout the world. The Fund is designed for investors looking for
above-average appreciation potential (when compared with the overall domestic
stock market as reflected by Standard & Poor's 500 Composite Price Index) and
the benefits of investing globally, but who are willing to accept above-average
stock market risk, the impact of currency fluctuation and little or no current
income.

Investments in small companies

In pursuit of its objective, the Fund generally invests in small, rapidly
growing companies which offer the potential for above-average returns relative
to larger companies, yet are frequently overlooked and thus undervalued by the
market. The Fund has the flexibility to invest in any region of the world. It
can invest in companies based in emerging markets, typically in the Far East,
Latin America and lesser developed countries in Europe, as well as in firms
operating in developed economies, such as those of the United States, Japan and
Western Europe.

The Adviser invests the Fund's assets in companies it believes offer
above-average earnings, cash flow or asset growth potential. It also invests in
companies which may receive greater market recognition over time. The Adviser
believes that these factors offer significant opportunity for long-term capital
appreciation. The Adviser evaluates investments for the Fund from both a
macroeconomic and microeconomic perspective, using fundamental analysis,
including field research. The Adviser analyzes the growth potential and relative
value of possible investments. When evaluating an individual company, the
Adviser takes into consideration numerous factors, including the depth and
quality of management; a company's product line, business strategy and
competitive position; research and development efforts; financial strength,
including degree of leverage; cost structure; revenue and earnings growth
potential; price-earnings ratios and other stock valuation measures.
Secondarily, the Adviser weighs the attractiveness of the country and region in
which a company is located.

Under normal circumstances the Fund invests at least 65% of its total assets in
the equity securities of small companies. While the Adviser believes that
smaller, lesser-known companies can offer greater growth potential than larger,
more established firms, the former also involve greater risk and price
volatility. To help reduce risk, the Fund expects, under normal market
conditions, to diversify its portfolio widely by company, industry and country.
The Fund intends to allocate investments among at least three countries at all
times, one of which may be the United States.

The Fund may invest up to 35% of its total assets in equity securities of larger
companies located throughout the world and in debt securities if the Adviser
determines that the capital appreciation of debt securities is likely to exceed
the capital appreciation of equity securities. The Fund may purchase
investment-grade bonds, those rated Aaa, Aa, A or Baa by Moody's or AAA, AA, A
or BBB by S&P or, if unrated, of equivalent quality as determined by the
Adviser. The Fund may also invest up to 5% of its net assets in debt securities
rated below investment-grade (see "Additional information about policies and
investments--Risk factors").

17
<PAGE>

Scudder Global Discovery Fund (cont'd)

of more than 6,500 small-, medium- and large-sized companies based in 22 markets
around the globe. Based on this policy, the companies held by the Fund typically
will have individual equity market capitalizations of between approximately $50
million and $2 billion (although the Fund will be free to invest in smaller
capitalization issues that satisfy the Fund's size standard). Furthermore, the
median market capitalization of the Fund will not exceed $750 million.

The equity securities in which the Fund may invest consist of common stocks,
preferred stocks (either convertible or nonconvertible), rights and warrants.
These securities may be listed on the U.S. or foreign securities exchanges or
traded over-the-counter. For capital appreciation purposes, the Fund may
purchase notes, bonds, debentures, government securities and zero coupon bonds
(any of which may be convertible or nonconvertible). The Fund may invest in
foreign securities and American Depositary Receipts which may be sponsored or
unsponsored. The Fund may also invest in closed-end investment companies holding
foreign securities, enter into repurchase agreements and engage in strategic
transactions. For temporary defensive purposes, the Fund may, during periods in
which conditions in securities markets warrant, invest without limit in cash and
cash equivalents.

Why invest in the Fund?

Unlike small company funds which limit themselves to U.S. investments, the Fund
seeks investment opportunities wherever they arise. The Fund enjoys the
flexibility to invest in all established markets, as well as in newly free or
newly industrialized economies around the world. Because the Fund operates
globally, it may, under certain market conditions, augment the returns available
from a comparable investment in the U.S. market alone.

18
<PAGE>

Scudder Greater Europe Growth Fund

Investment objective and policies

Scudder Greater Europe Growth Fund seeks long-term growth of capital through
investments primarily in the equity securities of European companies. Although
the focus is on long-term growth, the Fund may provide current income
principally through holdings in dividend-paying securities.

Investments

The Fund will invest, under normal market conditions, at least 80% of its assets
in the equity securities of European companies. The Fund defines a European
company as follows:

* A company organized under the laws of a European country or for which the
principal securities trading market is in Europe; or

* A company, wherever organized, where at least 50% of the company's
non-current assets, capitalization, gross revenue or profit in its most
recent fiscal year represents (directly or indirectly through subsidiaries)
assets or activities located in Europe.

The Fund may invest, under normal market conditions, up to 20% of its total
assets in European debt securities. Capital appreciation in debt securities may
arise from a favorable change in relative interest rate levels or in the
creditworthiness of issuers. Within this 20% limit, the Fund may hold debt
securities which are unrated, rated, or the equivalent of those rated below
investment-grade (commonly referred to as "junk bonds"); that is, rated below
Baa by Moody's or below BBB by S&P.

19
<PAGE>

Scudder Greater Europe Growth Fund (cont'd)

When, in the opinion of the Adviser, market conditions warrant, the Fund may
hold foreign or U.S. debt instruments as well as cash or cash equivalents,
including foreign and domestic money market instruments, short-term government
and corporate obligations, and repurchase agreements without limit for temporary
defensive purposes and up to 20% to maintain liquidity. See "Additional
information about policies and investments--Risk factors."

Investment strategy

Why invest in the Fund?

The goal of the Fund is to provide investors with long-term growth of capital by
participating in investments, primarily in the form of equity securities,
located throughout Greater Europe, which encompasses both the industrialized
nations of Western Europe and the less wealthy or developed markets in Southern
and Eastern Europe. Greater Europe is a region of more than 3.8 million square
miles, 800 million consumers, and has a total wealth unsurpassed by any other
continent. While this region is diverse in culture, politics and industrial
development, it is taking steps to promote greater economic integration and
cooperation.

In selecting investments for the Fund, the Adviser seeks out well-managed
companies, both large multinationals and smaller local firms, standing to
benefit from structural and cyclical changes now underway in Europe. Economic
growth transformation and renewal are taking place in different areas and
different ways including: a trend toward privatizations and corporate
restructurings; deregulation and modernization of securities markets; reduction
in trade barriers and currency restrictions; global expansion by major European
companies of both exports and production; steps toward the broadening of the
European Community; economic reform and modernization of the former communist
countries of Eastern Europe; expected further growth of an already large middle
class and a general increase in consumer confidence; and anticipated labor
market restructurings. The Adviser believes that active management, based on
disciplined fundamental research, will yield promising investment opportunities
for long-term capital appreciation. The Fund seeks to provide appreciation over
time with average international equity fund risk. It is designed as a long-term
investment and not for short-term trading purposes, and should not be considered

20
<PAGE>

a complete investment program. While the Fund entails stock market and other
risks, movements in its share price may have a low correlation with movements in
the U.S. markets, so adding shares of the Fund to an investor's portfolio may
increase the investor's portfolio diversification, and thus may moderate overall
portfolio risk.

Scudder International Fund

Investment objective and policies

Scudder International Fund 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. In addition, the Fund may
engage in strategic transactions.

Investments

The Fund generally invests in equity securities of established companies, listed
on foreign exchanges, which the Fund's 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 or
AAA, AA, A or BBB by 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 "Additional
information about policies and investments--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.

21
<PAGE>

Scudder International Fund (cont'd)

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.

Scudder Latin America Fund

Investment objective and policies

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

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

The Fund involves above-average investment risk. It is designed as a long-term
investment and not for short-term trading purposes, and should not be considered
a complete investment program. A 2% redemption and exchange fee, described more
fully below, may be payable to the Fund for the benefit of remaining
shareholders on shares held less than one year. Please refer to "Transaction
Information -- Exchanging and Redeeming Shares from Scudder Latin America Fund"
for more information.

Investments

22
<PAGE>

in equity securities. For purposes of this prospectus, Latin America is defined
as Mexico, Central America, South America and the Spanish-speaking islands of
the Caribbean. The Fund defines securities of Latin American issuers as follows:

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

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

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

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

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

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

The allocation between equity and debt, and among countries in Latin America,
varies based on a number of factors, including: expected rates of economic and
corporate profit growth; past

(Continued on page 26)

23
<PAGE>
<TABLE>
<S> <C> <C> <C>
Purchases

Opening Minimum initial investment: $1,000; IRAs $500
an account Group retirement plans (401(k), 403(b), etc.) have similar or lower minimums.
See appropriate plan literature.

o By Mail Send your completed and signed application and check
Make checks
payable to "The
Scudder Funds."
by regular mail to: or by express, registered,
or certified mail to:
The Scudder Funds Scudder Shareholder Services
P.O. Box 2291 Center
Boston, MA 42 Longwater Drive
02107-2291 Norwell, MA
02061-1612
o 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.

o 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; IRAs $50
additional shares Group retirement plans (401(k), 403(b), etc.) have similar or lower minimums.
See appropriate plan literature.

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

o 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.

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

24
<PAGE>

Exchanges and redemptions
<TABLE>
<S> <C> <C> <C>
Exchanging Minimum investments: $1,000 to establish a new
shares account; $100 to exchange among existing accounts

o 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).

There may be a o By Mail Print or type your instructions and include:
2% fee payable or Fax - the name of the Fund and the account number you are exchanging from;
to the Scudder - your name(s) and address as they appear on your account;
Latin America - the dollar amount or number of shares you wish to exchange;
Fund for - the name of the Fund you are exchanging into; and
exchanges of - your signature(s) as it appears on your account and a daytime telephone
shares held less number.
than one year.
Send your instructions
by regular mail to: or by express, registered, or by fax to:
or certified mail to:
The Scudder Funds Scudder Shareholder 1-800-821-6234
P.O. Box 2291 Services Center
Boston, MA 02107-2291 42 Longwater Drive
Norwell, MA
02061-1612
- -----------------------------------------------------------------------------------------------------------------------

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

There may be a o By Mail Send your instructions for redemption to the appropriate address or fax number
2% fee payable or Fax above and include:
to the Scudder - the name of the Fund and account number you are redeeming from;
Latin America - your name(s) and address as they appear on your account;
Fund for - the dollar amount or number of shares you wish to redeem; and
redemption of - your signature(s) as it appears on your account and a daytime telephone
shares held less number.
than one year.

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

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

25
<PAGE>
Scudder Latin America Fund (cont'd)

(Continued from page 23)

performance and current and comparative valuations in Latin American capital
markets; the level and anticipated direction of interest rates; changes or
anticipated changes in Latin American government policy; and the condition of
the balance of payments and changes in the terms of trade. The Fund, in seeking
undervalued markets or individual securities, also considers the effects of past
economic crises or ongoing financial and political uncertainties.

Why invest in the Fund?

26
<PAGE>

Scudder Pacific Opportunities Fund

Investment objective and policies

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

Investments

The Fund defines securities of Pacific Basin companies as follows:

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

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

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

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

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<PAGE>

Scudder Pacific Opportunities Fund (cont'd)

More information about investment techniques is provided under "Additional
information about policies and investments."

Investment strategy

Why invest in the Fund?

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

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<PAGE>

Special risk considerations

Global and international investing involves economic and political
considerations not typically found in U.S. markets. These considerations include
changes in exchange rates and exchange rate controls (which may include
suspension of the ability to transfer currency from a given country), costs
incurred in conversions between currencies, nonnegotiable brokerage commissions,
less publicly available information, different accounting standards, lower
trading volume and greater market volatility, the difficulty of enforcing
obligations in other countries, less securities regulation, different tax
provisions (including withholding on dividends paid to a Fund), war,
expropriation, political and social instability, and diplomatic developments. In
addition, 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. A
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.

Further, the settlement period of securities transactions in foreign markets may
be longer than in domestic markets. These considerations generally are more of a
concern in developing countries. For example, the possibility of revolution and
the dependence on foreign economic assistance may be greater in these countries
than in developed countries. The Adviser seeks to mitigate the risks associated
with these considerations through diversification and active professional
management.

Each Fund is designed for long-term investors who can accept international
investment risk. Since the Funds normally will be invested in both U.S. and
foreign securities markets, changes in a Fund's share price may have a low
correlation with movements in the U.S. markets. A Fund's share price will
reflect the movements of both the different stock and bond markets in which it
is invested and the currencies in which the investments are denominated. As with
any long-term investment, the value of shares when sold may be higher or lower
than when purchased. Because of the Funds' investment policies and the
investment considerations discussed above, investment in shares of a Fund should
not be considered a complete investment program. Please see "Additional
information about policies and investments--Risk factors."

Additional information about policies and investments

Investment restrictions

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

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

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

Each Fund, as a matter of nonfundamental policy, 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 each Fund's Statement of Additional
Information.

Convertible securities

Each of the Funds, with the exception of Scudder International Fund, may invest
in convertible securities which may offer higher income than the common stocks

29
<PAGE>

Additional information about policies and investments (cont'd)

into which they are convertible. The convertible securities in which each Fund,
with the exception of Scudder Latin America Fund, may invest consist of bonds,
notes, debentures and preferred stocks which may be converted or exchanged at a
stated or determinable exchange ratio into underlying shares of common stock.
The convertible securities in which the Scudder Latin America Fund may invest
include fixed-income or zero coupon debt securities which may be converted or
exchanged at a stated or determinable exchange ratio into underlying shares of
common stock. Prior to their conversion, convertible securities may have
characteristics similar to both nonconvertible debt securities and equity
securities.

When-issued securities

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

Repurchase agreements

As a means of earning income for periods as short as overnight, each Fund may
enter into repurchase agreements with selected banks and broker/dealers. Under a
repurchase agreement, a Fund acquires securities, subject to the seller's
agreement to repurchase them at a specified time and price. Scudder Greater
Europe Growth Fund and Scudder Latin America Fund may also enter into repurchase
commitments for investment purposes for periods of 30 days or more. Such
commitments involve investment risk similar to that of debt securities.

Special situation securities

From time to time, Scudder Global Discovery Fund may invest in equity or debt
securities issued by companies that are determined by the Adviser to possess
"special situation" characteristics. In general, a special situation company is
a company whose securities are expected to increase in value solely by reason of
a development particularly or uniquely applicable to the company. Developments
that may create special situations include, among others, a liquidation,
reorganization, recapitalization or merger, material litigation, technological
breakthrough and new management or management policies. The principal risk
associated with investments in special situation companies is that the
anticipated development thought to create the special situation may not occur
and the investments therefore may not appreciate in value or may decline in
value.

Loan participations and assignments

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

When the Fund purchases assignments from lenders, it will acquire direct rights

30
<PAGE>

against the borrower, but these rights and the Fund's obligations may differ
from, and be more limited than, those held by the assigning lender.

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

Strategic Transactions and derivatives

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

In the course of pursuing these investment strategies, each 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 each Fund's portfolio resulting from securities markets or currency exchange
rate fluctuations, to protect the Funds' unrealized gains in the value of their
portfolio securities, to facilitate the sale of such securities for investment
purposes, to manage the effective maturity or duration of fixed-income
securities in each Fund's portfolio, or to establish a position in the
derivatives markets as a temporary substitute for purchasing or selling
particular securities. Some Strategic Transactions may also be used to enhance
potential gain although no more than 5% of each Fund's assets will be committed
to Strategic Transactions entered into for non-hedging purposes. Any or all of
these investment techniques may be used at any time and in any combination, and
there is no particular strategy that dictates the use of one technique rather
than another, as use of any Strategic Transaction is a function of numerous
variables including market conditions. The ability of the Funds to utilize these
Strategic Transactions successfully will depend on the Adviser's ability to
predict pertinent market movements, which cannot be assured. Each 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

Each 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 a
Fund may use from time to time.

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<PAGE>

Additional information about policies and investments (cont'd)

Debt securities. Scudder Global Fund may invest no more than 5% of its total
assets in debt securities rated BBB or Baa (investment-grade) or below, or in
unrated securities. Scudder Global Discovery Fund may invest no more than 5% of
its net assets in debt securities rated below investment-grade. Scudder Greater
Europe Growth Fund may invest up to 20% of its total assets in debt securities
which are unrated, rated or the equivalent of those rated below
investment-grade. All three Funds may invest in securities which are rated as
low as C by Moody's or D by S&P at the time of purchase.

Scudder Latin America Fund may invest in debt securities which are unrated,
rated or the equivalent of those rated below investment-grade and will invest no
more than 10% of its net assets in securities rated B or lower by Moody's or
S&P, and may also invest in securities rated C by Moody's or D by S&P.

Scudder International Fund may invest no more than 5% of its total assets in
debt securities which are rated below investment-grade and may invest in
securities which are rated C by Moody's or D by S&P or, if unrated, are of
equivalent quality.

Securities rated below Baa by Moody's and below BBB by S&P are commonly referred
to as "junk bonds" and involve greater price volatility and higher degrees of
speculation with respect to the payment of principal and interest than higher
quality fixed-income securities. Moody's considers bonds it rates Baa to have
speculative elements as well as investment-grade characteristics. Securities
rated C by Moody's or D by S&P may be in default with respect to payment of
principal and interest. The market price of such lower-rated debt securities may
decline significantly in periods of general economic difficulty. In addition,
the trading market for these securities is generally less liquid than for higher
rated securities and a Fund may have difficulty disposing of these securities at
the time it wishes to do so. The lack of a liquid secondary market for certain
securities may also make it more difficult for a Fund to obtain accurate market
quotations for purposes of valuing its portfolio and calculating its net asset
value. The lower the quality of such debt securities, the greater their risks
render them like equity securities. Also, longer maturity bonds tend to
fluctuate more in price as interest rates change than do short-term bonds,
providing both opportunity and risk.

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

Zero coupon securities. Zero coupon securities are subject to greater market
value fluctuations from changing interest rates than debt obligations of
comparable maturities which make current cash distributions of interest.

Repurchase agreements. If the seller under a repurchase agreement becomes
insolvent, a 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 sellers of the securities before repurchase of the securities under a
repurchase agreement, a Fund may encounter delay and incur costs, including a
decline in the value of the securities, before being able to sell the
securities.

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<PAGE>

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 and gains 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, military coups or other adverse political or economic
developments; less government supervision and regulation of securities
exchanges, brokers and listed companies; and the difficulty of enforcing
obligations in other countries. Purchases of foreign securities are usually made
in foreign currencies and, as a result, a 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 a 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. A 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. Some countries restrict the extent to
which foreigners may invest in their securities markets.

Currency movements. Purchases of foreign securities are usually made in foreign
currencies and, as a result, a 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. Should the U.S. dollar appreciate against
foreign currencies, then the value of a Fund's securities holdings would
depreciate, all other things being equal. If the reverse is true, then a Fund's
holdings would appreciate in value.

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

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

Investing in small companies. There is typically less publicly available
information concerning foreign and smaller companies than for domestic and
larger, more established companies. Some small companies have limited product
lines, distribution channels and financial and managerial resources. Also,
because smaller companies normally have fewer shares outstanding than larger
companies and trade less frequently, it may be more difficult for a Fund to buy
and sell significant amounts of such shares without an unfavorable impact on
prevailing market prices. Some of the companies in which a Fund may invest may
distribute, sell or produce products which have recently been brought to market
and may be dependent on key personnel with varying degrees of experience.

Investing in Latin America. The Adviser believes that investment opportunities
may result from recent trends in Latin America encouraging greater market
orientation and less governmental intervention in economic affairs. Investors,
however, should be aware that the Latin American economies have experienced
considerable difficulties in the past decade. Although there have been
significant improvements in recent years, the Latin American economies continue
to experience challenging problems, including high inflation rates and high
interest rates relative to the U.S. The emergence of the Latin American

33
<PAGE>

Additional information about policies and investments (cont'd)

economies and securities markets will require continued economic and fiscal
discipline which has been lacking at times in the past, as well as stable
political and social conditions. Recovery may also be influenced by
international economic conditions, particularly those in the U.S., and by world
prices for oil and other commodities. There is no assurance that recent economic
initiatives will be successful.

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

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

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

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

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

Investing in the Pacific Basin. Investments in Pacific Basin countries are
susceptible to political and economic factors affecting issuers in the region.
Similarly, some Pacific Basin economies are directly affected by Japanese
capital investment in the region and by Japanese consumer demands. This in turn

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<PAGE>

may affect a Fund's investments in the region, even though it may not be
invested directly in Japan. Many of the countries of the Pacific Basin are
developing both economically and politically. Pacific Basin countries may have
relatively unstable governments, economies based on only a few commodities or
industries, and securities markets trading infrequently or in low volumes.

Some Pacific Basin countries restrict the extent to which foreigners may invest
in their securities markets. Securities of issuers located in some Pacific Basin
countries tend to have volatile prices and may offer significant potential for
loss as well as gain. Further, certain companies in the Pacific Basin may not
have firmly established product markets, may lack depth of management, or may be
more vulnerable to political or economic developments such as nationalization of
their own industries.

Investing in Europe. A Fund's performance is susceptible to political, social
and economic factors affecting issuers in European countries. Such factors may
include, but are not limited to: growth of GDP or GNP, rate of inflation,
capital reinvestment, resource self-sufficiency and balance of payments
position, as well as interest and monetary exchange rates among European
countries.

Eastern European countries and certain Southern European countries are
considered to be emerging markets. Securities traded in certain emerging
European markets may be subject to additional risks due to political and
economic reforms including efforts to decentralize the economic decision-making
process and move toward a market-oriented economy. Additionally, the
inexperience of financial intermediaries, lack of modern technology and the
possibility of permanent or temporary termination of trading of securities may
affect a Fund's performance. To the extent that a Fund purchases equity
securities of smaller companies, such securities may experience greater
volatility and have limited liquidity.

Former communist regimes of a number of Eastern European countries had
expropriated a large amount of property, the claims on which have not been
entirely settled. There can be no assurance that a Fund's investments in Eastern
Europe would not also be expropriated, nationalized or otherwise confiscated.
Finally, any change in the leadership or policies of Eastern European countries,
or the countries that exercise a significant influence over those countries, may
halt the expansion of or reverse the liberalization of foreign investment
policies now occurring and adversely affect existing investment opportunity.

Although the governments of certain Eastern European countries currently are
implementing or considering reforms directed at political and economic
liberalization, there can be no assurance that these reforms will continue or
achieve their goals.

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<PAGE>

Additional information about policies and investments (cont'd)

risks. In particular, the variable degree of correlation between price movements
of futures contracts and price movements in the related portfolio position of a
Fund creates the possibility that losses on the hedging instrument may be
greater than gains in the value of a Fund's position. In addition, futures and
options markets may not be liquid in all circumstances and certain
over-the-counter options may have no markets. As a result, in certain markets, a
Fund might not be able to close out a transaction without incurring substantial
losses, if at all. Although the use of futures 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 a Fund may
use and some of their risks are described more fully in each Fund's respective
Statement of Additional Information.

Distribution and performance information

Dividends and capital gains distributions

Scudder Global Fund and Scudder International Fund intend to distribute any
dividends from 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 a federal excise tax. An additional distribution may be
made within three months of each Fund's fiscal year end, if necessary.

Scudder Greater Europe Growth Fund intends to distribute any dividends from its
ordinary income and any net realized capital gains after utilization of capital
loss carryforwards, if any, in December. An additional distribution may be made
if necessary.

Scudder Global Discovery Fund, Scudder Latin America Fund and Scudder Pacific
Opportunities Fund intend to distribute dividends from their net investment
income and any net realized capital gains after utilization of capital loss
carryforwards, if any, annually in December to prevent application of federal
excise tax, although an additional distribution may be made if required, at a
later date.

Any dividends or capital gains distributions declared in October, November or
December with a record date in such a month and paid during the following
January will be treated by shareholders for federal income tax purposes as if
received on December 31 of the calendar year declared.

According to preference, shareholders may receive distributions in cash or have
them reinvested in additional shares of the Fund. Distributions from the Scudder
Latin America Fund are not subject to the 2% redemption fee, whether paid in
cash or reinvested. If an investment is in the form of a retirement plan, all
dividends and capital gains distributions must be reinvested into the
shareholder's account.

Generally, dividends from net investment income are taxable to shareholders as
ordinary income. Long-term capital gains distributions, if any, are taxable as
long-term capital gains regardless of the length of time shareholders have owned
their shares. Short-term capital gains and any other taxable income
distributions are taxable as ordinary income. Shareholders may be able to claim

36
<PAGE>

a credit or deduction on their income tax returns for their pro rata portions of
qualified taxes paid by a Fund to foreign countries.

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

Performance information

From time to time, quotations of a 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 a Fund for a specified period. The "average annual total
return" of a Fund is the average annual compound rate of return of an investment
in a Fund assuming that the investment has been held for one year, five years
and ten years as of a stated ending date. (If a Fund has not been in operation
for at least ten years, the life of the Fund will be used where applicable.)
"Cumulative total return" represents the cumulative change in value of an
investment in a 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 a Fund. "Capital change" measures return from capital,
including reinvestment of any capital gains distributions but does not include
the reinvestment of dividends.

Performance for any of the six Funds will vary based upon, among other things,
changes in market conditions and the level of a Fund's expenses.

Fund organization

Scudder Global Fund and Scudder Global Discovery Fund are diversified series of
Scudder Global Fund, Inc. (the "Global Corporation"), an open-end, management
investment company registered under the 1940 Act. The Global Corporation was
organized as a Maryland corporation in May 1986.

Scudder Greater Europe Growth Fund, Scudder Latin America Fund and Scudder
Pacific Opportunities Fund are non-diversified series and Scudder International
Fund is a diversified series of Scudder International Fund, Inc. (the
"International Corporation"), an open-end, management investment company
registered under the 1940 Act. The International Corporation is a Maryland
corporation whose predecessor was organized in 1953.

The activities of the Funds are supervised by their respective Boards of
Directors. Shareholders have one vote for each share held on matters on which
they are entitled to vote. The Funds are not required to and have 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 management 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.

The prospectuses of each of the six Funds are combined in this prospectus. Each
Fund offers only its own shares, yet it is possible that a Fund might become
liable for a misstatement regarding another Fund. The Directors of each
Corporation have considered this and approved the use of a combined prospectus.

Investment adviser

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

The management fees for Scudder Global Fund and Scudder International Fund are
graduated so that increases in a Fund's net assets may result in a lower average
fee rate and decreases in a Fund's net assets may result in a higher average fee

37
<PAGE>

Fund organization (cont'd)

rate. The management fees are payable monthly, provided that each 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 a Fund and unpaid.

The Funds' management fees are higher than that charged to most other funds.
However, management of the Funds involves analyzing companies, markets and
economies throughout the world and the management fees are not necessarily
higher than the fees charged to funds with similar investment objectives and
policies.

For the fiscal year ended June 30, 1995, the Adviser received an investment
management fee of 0.97% of the average daily net assets of Scudder Global Fund.
The Adviser receives an investment management fee for these services equal, on
an annual basis, to 1.00% of the first $500 million of average daily net assets,
0.95% of such assets in excess of $500 million and 0.90% of such assets in
excess of $1 billion.

Prior to September 6, 1995, the Adviser received on an annual basis, an
investment management fee for its services equal to 1.00% of the first $500
million of average daily net assets and 0.95% of such assets in excess of $500
million.

For the fiscal year ended October 31, 1995, the Adviser received an investment
management fee of 1.10% of Scudder Global Discovery Fund's average daily net
assets.

Scudder Greater Europe Growth Fund pays the Adviser an annual fee of 1.00% of
the Fund's average daily net assets. The Adviser has agreed to maintain the
annualized expenses of the Fund at no more than 1.50% of the average daily net
assets of the Fund until February 28, 1997.

For the fiscal year ended October 31, 1995, the Adviser waived its investment
management fee. For the fiscal year ended March 31, 1995, the Adviser received
an investment management fee of 0.83% of Scudder International Fund's average
daily net assets. 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.

Scudder Latin America Fund pays the Adviser an annual fee of 1.25% of the Fund's
average daily net assets. For the fiscal year ended October 31, 1995, the
Adviser did not impose a portion of its management fee, maintaining the
annualized expenses for the Fund at 2.08% and, accordingly, received an
investment management fee of 1.22% of the Fund's average daily net assets.

Scudder Pacific Opportunities Fund pays the Adviser an annual fee of 1.10% of
the Fund's average daily net assets.

Under each Fund's respective Investment Management Agreement with the Adviser, a
Fund is responsible for all of its expenses, including fees and expenses
incurred in connection with membership in investment company organizations;
brokers' commissions; legal, auditing and accounting expenses; taxes and
governmental fees; the fees and expenses of the transfer agent; the expenses of
and the fees for registering or qualifying shares of the Fund for sale; the fees
and expenses of Directors, officers and employees of each Corporation who are
not affiliated with the Adviser; the cost of printing and distributing reports
and notices to shareholders; and the fees and disbursements of custodians.

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<PAGE>

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

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

Transfer agent

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

Underwriter

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

Custodian

Brown Brothers Harriman & Co. is the custodian for each of the Funds, with the
exception of Scudder Global Fund, whose custodian is State Street Bank and Trust
Company.

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 Funds.

Transaction information

Purchasing shares

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

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

Your wire instructions must also include:

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

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

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

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

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<PAGE>

Transaction information (cont'd)

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

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

If you purchase shares by "AutoBuy" and redeem them within seven days of the
purchase, a 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.

Redeeming shares

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

If you open an account by wire, you cannot redeem shares by telephone until the
Funds' 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 a Fund by telephone, you should write
to a Fund; see "How to contact Scudder" for the address.

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<PAGE>

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

Exchanging and redeeming shares from Scudder Latin America Fund

Upon the redemption or exchange of shares held less than a year in Scudder Latin
America Fund, a fee of 2% of the lower of the cost or the current net asset
value of the shares will be assessed and retained by the Fund for the benefit of
the remaining shareholders. The fee is waived for all shares purchased through
certain retirement plans, including 401(k) plans, 403(b) plans, 457 plans, Keogh
accounts, and Profit Sharing and Money Purchase Pension Plans. However, this fee
waiver does not apply to IRA and SEP-IRA accounts. This fee is intended to
encourage long-term investment in the Fund, to avoid transaction and other
expenses caused by early redemptions, and to facilitate portfolio management.
The fee is not a deferred sales charge, is not a commission paid to the Adviser
or its subsidiaries, and does not benefit the Adviser in any way. The Fund
reserves the right to modify the terms of or terminate this fee at any time. The
fee applies to redemptions from the Fund and exchanges to other Scudder funds,
but not to dividend or capital gains distributions which have been automatically
reinvested in the Fund. The fee is applied to the shares being redeemed or
exchanged in the order in which they were purchased. See "Exchanges and
Redemptions" in Scudder Latin America Fund's Statement of Additional Information
for a more detailed description of the redemption fee.

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 Funds reserve 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

41
<PAGE>

Transaction information (cont'd)

confirmation of telephone transactions. If a Fund does not follow such
procedures, it may be liable for losses due to unauthorized or fraudulent
telephone instructions. Each Fund will not be liable for acting upon
instructions communicated by telephone that it reasonably believes to be
genuine.

Share price

Purchases and redemptions, including exchanges, are made at net asset value.
There is a 2% fee payable to Scudder Latin America Fund for exchanges or
redemptions of shares held less than one year. 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.

Trading in securities on foreign securities exchanges is normally completed
before the close of regular trading on the Exchange. Trading on these foreign
exchanges may not take place on all days on which there is regular trading on
the Exchange, or may take place on days on which there is no regular trading on
the Exchange. If events materially affecting the value of a Fund's portfolio
securities occur between the time when these foreign exchanges close and the
time when the Fund's net asset value is calculated, such securities will be
valued at fair value as determined by each Corporation's Board of Directors.

Processing time

All purchase and redemption requests received in good order by the Funds'
transfer agent 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.

Each 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
Funds and Scudder Investor Services, Inc. each reserve 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 a 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 application
when you open an account. Federal tax law requires a 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. Each Fund reserves the right to reject new account
applications without a certified Social Security or tax identification number.
Each 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 a Fund with

42
<PAGE>

a tax identification number during the 30-day notice period. Redemptions for
failure to provide a tax identification number are not subject to the Scudder
Latin America Fund 2% redemption fee.

Minimum balances

Shareholders should maintain a share balance worth at least $1,000, which amount
may be changed by a Fund's Board of Directors. Scudder retirement plans have
similar or lower minimum share balance requirements. Each 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. Each 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

Redemption-in-kind

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

Shareholder benefits

Experienced professional management

A team approach to investing

Each Fund is managed by a team of Scudder investment professionals who each play
an important role in a Fund's management process. Team members work together to
develop investment strategies and select securities for each 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.

Scudder Global Fund. Lead Portfolio Manager William E. Holzer has had day-to-day
responsibility for Scudder Global Fund's worldwide strategy and investment
themes since its inception in 1986. Mr. Holzer, who has over 20 years'
experience in global investing, joined Scudder in 1980. Nicholas Bratt,
Portfolio Manager, directs Scudder's overall global equity investment
strategies. Mr. Bratt joined Scudder in 1976 and the team in 1993. Alice Ho,
Portfolio Manager, joined the team in 1994 and is also responsible for
implementing the Fund's strategy.

43
<PAGE>

Shareholder benefits (cont'd)

Ms. Ho, who joined Scudder in 1986 as a member of the institutional and private
investment counsel areas, has worked as a portfolio manager since 1989.

Scudder Global Discovery Fund. Lead Portfolio Manager Gerald J. Moran has set
the Scudder Global Discovery Fund's investment strategy and overseen its daily
operation since the Fund was introduced in 1991. Mr. Moran joined Scudder's
equity research and management area in 1968 as an analyst and has focused on
small company stocks since 1982 and has been a portfolio manager since 1985.
Elizabeth J. Allan, Portfolio Manager, who joined the team in 1994, concentrates
on the Fund's Pacific Basin investments. Ms. Allan, who has been a portfolio
manager at Scudder since 1991, joined the firm in 1987 as a member of the
portfolio management team of a Scudder closed-end mutual fund concentrating its
investments in Asia. Joan R. Gregory, Portfolio Manager, joined the team in 1994
and focuses on stock selection, a role she has played since she joined Scudder
in 1992. Ms. Gregory has been involved with investment in global and
international stocks as an assistant portfolio manager since 1989. Sewall
Hodges, Portfolio Manager, joined Scudder in 1995 and the team in 1996. Mr.
Hodges, who has ten years in global analysis and portfolio management, focuses
on the Fund's stock selection and research.

Scudder Greater Europe Growth Fund. Carol L. Franklin, Lead Portfolio Manager,
sets Fund investment strategy and oversees its daily operation. Ms. Franklin
joined Scudder in 1981 and has nine years of European research and investment
management experience. Nicholas Bratt, Portfolio Manager, helps set the Fund's
general investment strategies. Mr. Bratt has over 20 years of experience in
worldwide investing and has been with Scudder since 1976. Joan R. Gregory,
Portfolio Manager, focuses on stock selection, a role she has played since she
joined Scudder in 1992. Ms. Gregory has been involved with investment in global
and international stocks as an assistant portfolio manager since 1989.

Scudder International Fund. 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 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 R. 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.

Scudder Latin America Fund. Lead Portfolio Manager Edmund B. Games, Jr. has set
the Fund's investment strategy and overseen its daily operation since the Fund
was introduced in 1992. Mr. Games joined Scudder's equity research area in 1960
and has focused on Latin American stocks since 1988. Tara C. Kenney, Portfolio
Manager, assists with the Fund's research and investment strategy. Ms. Kenney,
who joined the Fund's team in 1996, has nine years of financial industry
experience. Paul Rogers, Portfolio Manager, also joined the Fund's team in 1996

44
<PAGE>

and is primarily responsible for research on Latin American corporations. Mr.
Rogers joined Scudder in 1994 and has over 10 years of investment experience.

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

SAIL(TM)--Scudder Automated Information Line

Investment flexibility

Dividend reinvestment plan

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

Shareholder statements

Shareholder reports

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

Newsletters

Scudder Funds Centers

T.D.D. service for the hearing impaired

45
<PAGE>

Scudder tax-advantaged retirement plans

* Scudder No-Fee IRAs. These retirement plans allow a maximum annual
contribution of $2,000 per person for anyone with earned income. Many
people can deduct all or part of their contributions from their taxable
income, and all investment earnings accrue on a tax deferred basis. The
Scudder No-Fee IRA charges no annual custodial fee.

* 401(k) Plans. 401(k) plans allow employers and employees to make
tax-deductible retirement contributions. Scudder offers a full service
program that includes recordkeeping, prototype plan, employee
communications and trustee services, as well as investment options.

* Profit Sharing and Money Purchase Pension Plans. These plans allow
corporations, partnerships and people who are self-employed to make annual,
tax-deductible contributions of up to $30,000 for each person covered by
the plans. Plans may be adopted individually or paired to maximize
contributions. These are sometimes known as Keogh plans.

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

* SEP-IRAs. Easily administered retirement plans for small businesses and
self-employed individuals. The maximum annual contribution to SEP-IRA
accounts is adjusted each year for inflation.

* Scudder Horizon Plan. A no-load variable annuity that lets you build assets
by deferring taxes on your investment earnings. You can start with $2,500
or more.

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

46
<PAGE>
<TABLE>
<S> <C>
Investment products and services

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.

47
<PAGE>
<TABLE>
<S> <C> <C>
How to contact Scudder

Account Service and Information: Please address all correspondence to:

For existing account service Scudder Investor Relations The Scudder Funds
and transactions 1-800-225-5163 P.O. Box 2291
Boston, Massachusetts
02107-2291

For personalized information Scudder Automated
about your Scudder accounts; Information Line
exchanges and redemptions; (SAIL)
or information on any 1-800-343-2980
Scudder fund

Investment Information: Or Stop by a Scudder Funds Center:

To receive information about Scudder Investor Many shareholders enjoy the personal,
the Scudder funds, for Relations one-on-one service of the Scudder Funds Centers.
additional applications and 1-800-225-2470 Check for a Funds Center near you--they can
prospectuses, or for be found in the following cities:
investment questions
Boca Raton New York
For establishing 401(k) and Scudder Defined Boston Portland, OR
403(b) plans Contribution Services Chicago San Diego
1-800-323-6105 Cincinnati San Francisco
Los Angeles Scottsdale

For information on Scudder Treasurers Trust(TM), an For information on Scudder Insititutional Funds*,
institutional cash management service for corporations, funds designed to meet the broad investment
non-profit organizations and trusts which utilizes management and service needs of banks and
certain portfolios of Scudder Fund, Inc.* ($100,000 other institutions, call: 1-800-854-8525.
minimum), call: 1-800-541-7703.
</TABLE>

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