SCUDDER INTERNATIONAL FUND INC, 485BPOS, 1997-11-24

SCUDDER INTERNATIONAL FUND INC
485BPOS, 1997-11-24

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Filed electronically with the Securities and Exchange Commission
on November 20, 1997

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.
Post-Effective Amendment No. 57

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 37

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

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

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

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

It is proposed that this filing will become effective

X immediately upon filing pursuant to paragraph (b)
--------

on August 1, 1997 pursuant to paragraph (b)
--------

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

on ________________________ pursuant to paragraph (a)(i)
--------

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

on ________________________ pursuant to paragraph (a)(ii) of
-------- Rule 485

If appropriate, check the following:

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

<PAGE>

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

Items Required By Form N-1A

PART A
<TABLE>
<CAPTION>
<S> <C> <C>

Item No. Item Caption Prospectus Caption

1. Cover Page COVER PAGE

2. Synopsis EXPENSE INFORMATION

3. Condensed Financial FINANCIAL HIGHLIGHTS
Information DISTRIBUTION AND PERFORMANCE INFORMATION

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

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

5A. Management's Discussion of NOT APPLICABLE
Fund Performance

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

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

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

9. Pending Legal Proceedings NOT APPLICABLE

Cross Reference-Page 1
<PAGE>

SCUDDER LATIN AMERICA FUND
(continued)

PART B

Caption in Statement of
Item No. Item Caption Additional Information

10. Cover Page COVER PAGE

11. Table of Contents TABLE OF CONTENTS

12. General Information and History FUND ORGANIZATION

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

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

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

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

17. Brokerage Allocation PORTFOLIO TRANSACTIONS-Brokerage Commissions, Portfolio Turnover
and Other Practices

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

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

20. Tax Status DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
TAXES

21. Underwriters DISTRIBUTOR

22. Calculation of PERFORMANCE INFORMATION
Performance Data

23. Financial Statements FINANCIAL STATEMENTS

Cross Reference-Page 2
<PAGE>

SCUDDER PACIFIC OPPORTUNITIES FUND
CROSS-REFERENCE SHEET

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

1. Cover Page COVER PAGE

2. Synopsis EXPENSE INFORMATION

3. Condensed Financial FINANCIAL HIGHLIGHTS
Information DISTRIBUTION AND PERFORMANCE INFORMATION

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

5A. Management's Discussion NOT APPLICABLE
of Fund Performance

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

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

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

9. Pending Legal Proceedings NOT APPLICABLE

Cross Reference-Page 4
<PAGE>

SCUDDER PACIFIC OPPORTUNITIES FUND
(continued)

PART B

Caption in Statement of
Item No. Item Caption Additional Information

10. Cover Page COVER PAGE

11. Table of Contents TABLE OF CONTENTS

12. General Information and History FUND ORGANIZATION

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

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

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

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

17. Brokerage Allocation PORTFOLIO TRANSACTIONS-Brokerage Commissions, Portfolio Turnover
and Other Practices

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

20. Tax Status DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
TAXES

21. Underwriters DISTRIBUTOR

22. Calculation of PERFORMANCE INFORMATION
Performance Data

23. Financial Statements FINANCIAL STATEMENTS

Cross Reference-Page 5
<PAGE>

SCUDDER GREATER EUROPE GROWTH FUND
CROSS-REFERENCE SHEET

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

1. Cover Page COVER PAGE

2. Synopsis EXPENSE INFORMATION

3. Condensed Financial FINANCIAL HIGHLIGHTS
Information DISTRIBUTION AND PERFORMANCE INFORMATION

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

5A. Management's Discussion of NOT APPLICABLE
Fund Performance

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

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

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

9. Pending Legal Proceedings NOT APPLICABLE

Cross Reference-Page 6
<PAGE>

SCUDDER GREATER EUROPE GROWTH FUND
(continued)

PART B

Caption in Statement of
Item No. Item Caption Additional Information

10. Cover Page COVER PAGE

11. Table of Contents TABLE OF CONTENTS

12. General Information and History FUND ORGANIZATION

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

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

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

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

17. Brokerage Allocation PORTFOLIO TRANSACTIONS-Brokerage Commissions, Portfolio Turnover
and Other Practices

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

20. Tax Status DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
TAXES

21. Underwriters DISTRIBUTOR

22. Calculation of PERFORMANCE INFORMATION
Performance Data

23. Financial Statements FINANCIAL STATEMENTS

Cross Reference-Page 7
<PAGE>

SCUDDER EMERGING MARKETS GROWTH FUND
CROSS-REFERENCE SHEET

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

1. Cover Page COVER PAGE

2. Synopsis EXPENSE INFORMATION

3. Condensed Financial NOT APPLICABLE
Information

5. Management of the Fund A MESSAGE FROM SCUDDER'S CHAIRMAN
FUND ORGANIZATION-Investment adviser, Transfer agent
SHAREHOLDER BENEFITS-A team approach to investing
DIRECTORS AND OFFICERS

5A. Management's Discussion of NOT APPLICABLE
Fund Performance

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

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

9. Pending Legal Proceedings NOT APPLICABLE

Cross Reference-Page 8
<PAGE>

SCUDDER EMERGING MARKETS GROWTH FUND
(continued)

Caption in Statement of
Item No. Item Caption Additional Information

10. Cover Page COVER PAGE

11. Table of Contents TABLE OF CONTENTS

12. General Information and History FUND ORGANIZATION

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

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

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

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

17. Brokerage Allocation PORTFOLIO TRANSACTIONS-Brokerage Commissions, Portfolio Turnover
and Other Practices

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

20. Tax Status DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
TAXES

21. Underwriters DISTRIBUTOR

22. Calculation of PERFORMANCE INFORMATION
Performance Data

23. Financial Statements FINANCIAL STATEMENTS

Cross Reference-Page 9
<PAGE>
SCUDDER INTERNATIONAL FUND, INC.
SCUDDER INTERNATIONAL GROWTH AND INCOME FUND
CROSS-REFERENCE SHEET

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

1. Cover Page COVER PAGE

2. Synopsis EXPENSE INFORMATION

3. Condensed Financial NOT APPLICABLE
Information

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

5. Management of the Fund A MESSAGE FROM SCUDDER'S CHAIRMAN
FUND ORGANIZATION-Investment adviser, Transfer agent
SHAREHOLDER BENEFITS-A team approach to investing
DIRECTORS AND OFFICERS

5A. Management's Discussion of NOT APPLICABLE
Fund Performance

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

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

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

9. Pending Legal Proceedings NOT APPLICABLE

Cross Reference-Page 10
<PAGE>

SCUDDER INTERNATIONAL GROWTH AND INCOME FUND
(continued)

PART B

Caption in Statement of
Item No. Item Caption Additional Information

10. Cover Page COVER PAGE

11. Table of Contents TABLE OF CONTENTS

12. General Information and History FUND ORGANIZATION

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

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

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

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

17. Brokerage Allocation PORTFOLIO TRANSACTIONS-Brokerage Commissions, Portfolio Turnover
and Other Practices

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

20. Tax Status DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
TAXES

21. Underwriters DISTRIBUTOR

22. Calculation of PERFORMANCE INFORMATION
Performance Data

23. Financial Statements FINANCIAL STATEMENTS

</TABLE>

Cross Reference-Page 11
<PAGE>
Part A (the Prospectus)

Part A of this Post-Effective Amendment No. 57 to the Registration statement is
incorporated by reference in its entirety to the Fund's current Post-Effective
Amendment No. 56 filed on July 31, 1997
<PAGE>
Scudder International Growth and Income Fund

Supplement to Prospectus
Dated June 5, 1997

The following table is to be inserted after the section entitled "Expense
information" on page 2.

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

If you would like more detailed information concerning the Fund's performance,
a complete portfolio listing and financial statements are available in the
Fund's Semiannual Report dated August 31, 1997 and may be obtained without
charge by writing or calling Scudder Investor Services Inc.
<TABLE>
<CAPTION>
For the Period
June 30, 1997
(commencement
of operations) to
August 31, 1997
(Unaudited)
------------------------------------------------------------------------------------------------------------
<S> <C>
-------------
Net asset value, beginning of period ............................................... $12.00
-------------
Income from investment operations:
Net investment income .............................................................. .02
Net realized and unrealized gain (loss) on investments ............................. (.38)
-------------
Total from investment operations ................................................... (.36)
-------------

-------------
Net asset value, end of period ..................................................... $11.64
-------------
------------------------------------------------------------------------------------------------------------
Total Return (%) (c) ............................................................... (3.00)**
Ratios and Supplemental Data
Net assets, end of period ($ millions) ............................................. 41
Ratio of operating expenses, net to average daily net assets (%) ................... 1.75*
Ratio of operating expenses before expense reductions, to average daily net
assets (%) ...................................................................... 4.02*
Ratio of net investment income to average daily net assets (%) ..................... 1.33*
Portfolio turnover rate (%) ........................................................ 42.4*
Average commission rate paid (b) ................................................... $0.0256
</TABLE>

(a) Based on monthly average shares outstanding during the period.
(b) Average commission rate paid per share of common and preferred stocks.
(c) Total return would have been lower had certain expenses not been reduced.
* Annualized
** Not annualized

November 4, 1997
<PAGE>

Part B (the Statement of Additional Information)

Part B of the Post-Effective Amendment No. 57 to the Registration statement is
incorporated by reference in its entirety to the Fund's current Post-Effective
Amendment No. 56 filed on July 31, 1997.

<PAGE>
Supplement to Statement of Additional Information dated June 5, 1997

FINANCIAL STATEMENTS

The financial statements and notes, including the investment portfolio
of the Fund, together with the Financial Highlights and Report of Independent
accountants, are incorporated by reference and attached hereto on pages 10
through 21 inclusive, in the Semiannual Report to Shareholders of the Fund dated
August 31, 1997 and are hereby deemed to be part of the Statement of Additional
Information.

<PAGE>

Scudder

International
Growth and
Income Fund

Semiannual Report
August 31, 1997

Pure No-Load(TM) Funds

A fund seeking long-term growth of capital and current income primarily from
foreign equity securities.

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

SCUDDER (logo)

<PAGE>

In Brief

o From the Fund's start of operations on June 30, 1997, and ending August 31,
1997, Scudder International Growth and Income Fund provided a total return of
- -3.00%, versus -5.67% for the unmanaged MSCI EAFE plus Canada Index.

o The Fund's geographic and industry allocations contributed to its strong
performance to date relative to the benchmark MSCI Index. The Fund is heavily
weighted in Europe, at roughly 70% of the portfolio.

o In an environment of increased volatility for overseas equities, we will
adhere to our relative yield-based discipline, including the important element
of strong fundamental analysis.

Table of Contents

3 Letter from the Fund's Chairman 17 Financial Highlights
4 Portfolio Summary 18 Notes to Financial Statements
5 Portfolio Management Discussion 24 Officers and Directors
8 Glossary of Investment Terms 25 Investment Products and Services
10 Investment Portfolio 26 Scudder Solutions
14 Financial Statements

2 - Scudder International Growth and Income Fund
<PAGE>

Letter From the Fund's Chairman
Dear Shareholders,

We are pleased to present the first semiannual report for Scudder
International Growth and Income Fund, encompassing the abbreviated period
beginning with the Fund's start of operations on June 30, 1997, and ending
August 31, 1997. We would also like to take this opportunity to welcome the more
than 5000 shareholders who have invested in the Fund over the brief period since
its inception. At the end of August, Fund assets totaled in excess of $40
million.

As outlined in the portfolio management discussion that follows, the
two-month period covered by this report witnessed an abrupt shift in overseas
market conditions, as July's favorable returns were in many cases more than
erased over the course of August. The Fund provided a total return of -3.00% for
the period, outperforming its benchmark, the MSCI EAFE plus Canada Index, which
returned -5.67%.

Scudder International Growth and Income Fund employs a yield-oriented
approach to international investing, seeking to provide long-term growth of
capital plus current income. The Fund is well-suited for investors who desire
international exposure but who wish to take a more conservative approach, given
its emphasis on the dividend paying stocks of established companies listed on
foreign exchanges. The Fund is also designed for investors seeking to balance
more aggressive international investments. The value of the Fund's relatively
conservative approach was demonstrated in August, when the Fund declined
significantly less than the overall international stock market, returning -4.43%
versus -7.37% for the MSCI Index. We believe the Fund is well-positioned to
negotiate the current environment for overseas equities, which has featured
increased volatility.

Thank you for your interest in Scudder International Growth and Income
Fund. Please do not hesitate to contact Scudder Investor Information at
1-800-225-2470 with any questions concerning your investment.

Sincerely,

/s/Daniel Pierce
Daniel Pierce
Chairman,
Scudder International Growth and Income Fund

2 - Scudder International Growth and Income Fund
<PAGE>

PORTFOLIO SUMMARY as of August 31, 1997
- ---------------------------------------------------------------------------
GEOGRAPHICAL
(Excludes 9% Cash Equivalents)
- ---------------------------------------------------------------------------
Europe 75%
Japan 12%
Pacific Basin 8%
Canada 3%
Latin America 2%
- --------------------------------------
100%
- --------------------------------------

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

The Fund is overweighted in
Europe and has modest
exposure in Japan.
- --------------------------------------------------------------------------
SECTORS
(Excludes 9% Cash Equivalents)
- --------------------------------------------------------------------------
Manufacturing 24%
Financial 22%
Consumer Staples 10%
Transportation 8%
Consumer Discretionary 8%
Durables 5%
Construction 5%
Communications 5%
Media 4%
Other 9%
- ---------------------------------------------
100%
- ---------------------------------------------

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

The Manufacturing and Financial
sectors are attractively valued
relative to the overall market.

- --------------------------------------------------------------------------
TEN LARGEST EQUITY HOLDINGS
(21% OF PORTFOLIO)
- --------------------------------------------------------------------------
1. RWE AG
Producer and marketer of petroleum and chemical
products in Germany
2. ALLIED IRISH BANK PLC
Bank
3. Moore Corp. Ltd.
Manufacturer of business communication
products in Canada
4. MOEBEL WALTHER AG
Furniture retailer in Germany
5. METSA-SERLA OY
Manufacturer of papers, corrugated and paper
board, soft and hardwood pulp in Finland.
6. SCOR SA
Property, casualty and life reinsurance
company in France
7. BHF-BANK AG
Universal banking services in Germany
8. GEORG FISCHER AG
Manufacturer of automotive products and
piping systems in Switzerland
9. SIKA FINANZ AG
Manufacturer of water management products
and systems in Switzerland
10.DYCKERHOFF AG
Producer of cement, ready-mixed concrete
and finishing products in Germany

Top holdings include European manufacturers
and financial companies
- -----------------------------------------------------------------------------
TICKER SYMBOL: SIGIX

For more complete details about the Fund's investment portfolio,
see page 10. A monthly Investment Portfolio Summary and quarterly Portfolio
Holdings are available upon request.

4 - Scudder International Growth and Income Fund
<PAGE>

Portfolio Management Discussion

In the following interview, Lead Portfolio Manager Sheridan Reilly discusses
Scudder International Growth and Income Fund's strategy and the market
environment over the period since the Fund began operations on June 30, 1997.

Q: Could you discuss the Fund's performance over the brief period since its
inception?

A: Scudder International Growth and Income Fund's initial two months of
operations witnessed a shifting environment, as July's generally benign
conditions yielded to downdrafts in a number of overseas markets in August. For
the abbreviated semiannual period covered by this report, beginning with the
Fund's start of operations on June 30, 1997, and ending August 31, 1997, Scudder
International Growth and Income Fund provided a total return of -3.00%, versus a
decline of 5.67% for the unmanaged MSCI EAFE plus Canada Index.

I am pleased to note that our relatively conservative approach to investing in
international equities worked as designed in August, when the market as gauged
by the Index fell 7.37% as against a decline of 4.43% for the Fund. The Fund's
"relative yield" discipline, which emphasizes stocks with higher dividends and
lower valuations, is designed to reduce average price volatility compared to
other international investments.

Q: Could you briefly review the Fund's investment approach?

A: Certainly. The Fund seeks long-term growth of capital and current income
through investment in dividend-paying common stocks listed on foreign stock
exchanges. The greater part of our holdings will typically be well-established
companies in mature overseas markets.

Importantly, the Fund utilizes a "relative yield" investment approach that has
previously been applied by Scudder's domestic Growth and Income team. This means
that we target for purchase stocks that have high dividend yields relative to
the median for their market -- typically 25% higher. When a stock's dividend
yield falls 25% below the median for its market, it becomes a candidate for
sale. We also look for attractive relative yield as indicated by a dividend
yield that is high in relation to the historical level for a particular stock.

Q: In addition to attractive relative yield, what other factors go into the
investment process?

A: We seek to add value in at least three other ways. Fundamental analysis is a
key component. Each individual company's financial strength, profitability,
projected earnings, competitive positioning, and management ability are
intensively reviewed.

We also pay close attention to the portfolio's sector and country
diversification. Assets are allocated among sectors based on our evaluation of
how different industries react to changes in economic factors such as interest
rates, inflation, GDP growth, and consumer spending. Finally, country and
currency allocation are critical. The Fund will seek to have broad country
representation, but weightings will naturally reflect our outlook for each
country's economy and currency.

5 - Scudder International Growth and Income Fund
<PAGE>

Q: What factors contributed most significantly to Fund performance over the
period under review?

A: The Fund's geographic distribution has played a positive role in performance
to date. We are heavily weighted in Europe, at roughly 70% of the portfolio.
Europe not only displayed strong performance in July but on the whole weathered
August fairly well. The Pacific Rim was hit hard in August, as Thailand's
devaluation of its currency precipitated a crisis of investor confidence. Our
exposure to the region, including Japan, has been underweight, in the range of
20% of portfolio assets.

Our management of currency risk was a plus during the period. First, we avoided
those currencies we felt were the most vulnerable, and our exposure to the
weakest currencies -- those in the Pacific Rim -- was modest. We also made a
point of including companies in the portfolio that generally benefit from a
decline in the local currency, for example, Japanese exporters. In Europe, our
dividend yield discipline is leading us to purchase non-exporters, and we
therefore purchased hedges against declines in key European currencies.

On an industry and sector level, the Fund has significant weightings in banks
and insurers, manufacturers, and consumer staples companies, all of which held
up better than the overall market in August. Our focus on attractive relative
yield will give the portfolio a bias towards areas of the market that are
undervalued and tend to be less volatile.

On the downside, as a new, smaller fund, we experienced heavy inflows as a
proportion of fund assets during July. This meant that we were investing funds
into a rising market, rather than being fully positioned as the market began its
rise, somewhat muting the positive impact of many of our selections. At the end
of August, the Fund had $40.8 million in assets, of which 9% was in liquid
short-term investments. The remainder was invested across more than 60 companies
in a broad range of countries and industries.

Q: Could you tell us about any specific companies in the portfolio that
demonstrate the Fund's approach?

A: Bank of Austria represents both the European and financial industry themes in
the portfolio. The stock's dividend yield is about 50% higher than the local
market -- approximately 2.5% versus 1.6% -- and it is priced well below the book
value of the company. The stock has been out of favor with investors due to
political infighting among bank insiders, but stands to benefit longer-term from
the trends of consolidation, restructuring, and rationalization sweeping the
larger European banks.

Dorling Kindersley is a U.K. publisher that represents another leg of the
relative yield strategy, so-called "fallen angels." At the time we purchased the
stock, the company's dividend yield was double its historical level. This
resulted from a price decline following disappointing results from a much
anticipated product introduction. For us, the stock's yield was a "buy" sign,
given the company's excellent growth prospects and sound financial condition.

6 - Scudder International Growth and Income Fund
<PAGE>

Q: What is your outlook for international equities?

A: The market seems to have entered a stage of increased volatility. In this
environment, we will adhere to our relative yield-based discipline, including
the important elements of strong fundamental analysis and close attention to
country and sector allocation. We intend to remain fully invested, and take
advantage of both the market highs and lows -- to take profits as stocks reach
their target prices and yields, and make opportunistic purchases where value is
reflected in lower prices and attractive relative yields.

We are confident in the long-term value of our approach, and believe Scudder
International Growth and Income Fund will continue to be appropriate for
investors who wish to allocate assets overseas in a relatively conservative
fashion, or investors seeking to add balance to other more aggressive
international investments.

7 - Scudder International Growth and Income Fund
<PAGE>

Glossary of Investment Terms

CURRENCY EXCHANGE RATE The price at which one country's currency can be
exchanged into another currency. When a country's
currency rises relative to other currencies, this
decreases the buying power of foreign purchasers of
that country's goods and services and tends to hurt
the earnings of companies that export; by contrast,
a weak currency promotes exports. From the
perspective of a U.S. investor in overseas
securities, a weakening U.S. dollar adds to total
returns, as assets denominated in foreign currencies
then translate into more in dollar terms; a
strengthening dollar relative to foreign currencies
reduces returns to U.S. investors.

DIVIDEND YIELD With stocks, a company's payment out of earnings to
shareholders divided by its share price. For example,
a stock that sells for $10 and pays annual
dividends totaling $1 has a yield of 10%; if the
stock price goes up to $20, the yield would fall
to 5%.

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

GROWTH STOCK Stock of a company that has displayed above average
earnings growth and is expected to continue to
increase profits rapidly going forward. Stocks of
such companies usually trade at higher multiples to
earnings (see price/earnings ratio) and experience
more price volatility than the market as a whole.
Distinct from value stock.

LIQUIDITY A stock that is liquid has enough shares outstanding
and a substantial enough market capitalization to
allow large purchases and sales to occur without
causing a significant move in its market price as a
result.

MARKET CAPITALIZATION The value of a company's outstanding shares of
common stock, determined by the number of shares
outstanding multiplied by the share price (shares x
price = market capitalization). The universe of
publicly traded companies is frequently divided into
large-, mid-, and small-capitalization. "Large-cap"
stocks tend to be more liquid.

8 - Scudder International Growth and Income Fund

<PAGE>

OVER/UNDER WEIGHTING Refers to the allocation of assets -- usually by
sector, industry, or country -- within a portfolio
relative to the portfolio's benchmark index or
investment universe.

PRICE/EARNINGS RATIO A widely used gauge of a stock's valuation, that
indicates what investors are paying for a company's
earning power at the current stock price. May be
based on a company's projected earnings for the
coming 12 months. A higher "earnings multiple"
indicates higher expected earnings growth, along
with greater risk of earnings disappointments.

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

(Sources: Scudder; Barron's Dictionary of Finance and Investment Terms)

9 - Scudder International Growth and Income Fund

<PAGE>

Investment Portfolio as of August 31, 1997 (Unaudited)

<TABLE>
<CAPTION>
Principal Market
Amount ($)* Value ($)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Repurchase Agreements 2.7%
- ------------------------------------------------------------------------------------------------------------------------------
Repurchase Agreement with Donaldson, Lufkin & Jenrette dated 8/29/97 at 5.53%,
to be repurchased at $1,056,649 on 9/2/97, collateralized by a $1,011,000 U.S. ------------
Treasury Note, 7.5%, 10/31/99 (Cost $1,056,000) ....................................... 1,056,000 1,056,000
------------

Short Term Notes 6.3%
- ------------------------------------------------------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp. Discount Note, 9/2/97 (Cost $2,499,618) ................ 2,500,000 2,499,618
------------

Convertible Bonds 4.8%
- ------------------------------------------------------------------------------------------------------------------------------
Hong Kong 1.3%
Hysan Development Finance Co., Ltd., 6.750%, 6/1/00 (Investment holding company) ........ 470,000 526,400
-----------
United Kingdom 1.6%
Royal & Sun Alliance Insurance Group PLC, 7.250%, 11/30/08 (Multi-national
insurance company) ..................................................................... GBP 291,000 617,827
-----------
Netherlands 1.9%
BPH Finance Co., 3%, 5/22/02 (Finance company) .......................................... 700,000 742,000
- ------------------------------------------------------------------------------------------------------------------------------
Total Convertible Bonds (Cost $1,853,598) 1,886,227
- ------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
Shares
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Preferred Stocks 1.7%
- ------------------------------------------------------------------------------------------------------------------------------
Austria
Bank Austria AG (Commercial and corporate banking and financial services) ------------
(Cost $549,510) ....................................................................... 17,370 655,678
------------

Common Stocks 84.4%
- ------------------------------------------------------------------------------------------------------------------------------
Australia 2.6%
Commonwealth Bank of Australia (Bank) ................................................... 43,850 484,406
Foster's Brewing Group, Ltd. (Leading brewery) .......................................... 283,010 534,228
-----------
1,018,634
-----------
Brazil 2.1%
Aracruz Celulose SA (ADR) (Producer of eucalyptus kraft pulp) ........................... 18,400 374,900
Usinas Siderurgicas de Minas Gerais SA (pfd.) (Steel manufacturer) ...................... 44,500 452,625
-----------
827,525
-----------
Canada 2.2%
Moore Corp. Ltd. (Manufacturer of business communication products) ...................... 42,600 856,204
-----------
Finland 3.8%
Merita Ltd. "B" (Financial services group) .............................................. 179,210 705,136
Metsa-Serla Oy "B" (Manufacturer of papers, corrugated and paper board, soft and
hardwood pulp) ........................................................................ 96,700 800,085
-----------
1,505,221
-----------
</TABLE>

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

10 - Scudder International Growth and Income Fund
<PAGE>

<TABLE>
<CAPTION>
Market
Shares Value ($)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
France 9.9%
Bongrain SA (Manufacturer of cheese and other dairy products) ........................... 1,580 559,287
Credit Local de France (Bank) ........................................................... 7,820 674,648
Havas SA (Advertising, publishing and broadcasting conglomerate) ........................ 10,000 610,656
Scor SA (Property, casualty and life reinsurance company) ............................... 19,470 799,790
Societe Nationale Elf Aquitaine (Petroleum company) ..................................... 5,550 616,789
Sommer-Allibert (Manufacturer of plastic products for automotive industry) .............. 18,660 662,062
-----------
3,923,232
-----------
Germany 10.1%
BHF-Bank AG (Universal banking services) ................................................ 28,345 789,325
Bayer AG (Leading chemical producer) .................................................... 19,045 700,902
Dyckerhoff AG (Producer of cement, ready-mixed concrete and finishing products) ......... 2,205 757,606
Moebel Walther AG (Furniture retailer) .................................................. 16,420 809,853
RWE AG (Producer and marketer of petroleum and chemical products) ....................... 20,990 948,011
-----------
4,005,697
-----------
India 1.0%
Indorama Synthetics (Foreign registered) (Producer of polyester fiber,
yarn and fabric) ...................................................................... 756,000 410,034
-----------
Ireland 2.3%
Allied Irish Bank PLC (Bank) ............................................................ 108,080 911,115
-----------
Italy 2.9%
La Rinascente SpA di Risparmio (Department store chain) ................................. 237,000 671,217
Telecom Italia SpA (Telecommunications, electronics, network construction) .............. 138,000 486,981
-----------
1,158,198
-----------
Japan 10.5%
East Japan Railway Co. (Railroad operator) .............................................. 160 728,597
Matsushita Electric Works, Inc. (Leading maker of building materials and lighting
equipment) ............................................................................ 65,000 699,619
Mitsubishi Heavy Industries, Ltd. (Diversified heavy machinery manufacturer and
leading shipbuilder) .................................................................. 68,000 449,843
Mitsubishi Rayon Co., Ltd. (Producer of acrylic and polyester fibers) ................... 127,000 481,586
Nintendo Co., Ltd. (Game equipment manufacturer) ........................................ 9,200 757,145
Nippon Meat Packers, Inc. (Leading meat processor) ...................................... 53,000 636,281
Sumitomo Metal Industries, Ltd. (Leading integrated crude steel producer) ............... 179,000 414,969
-----------
4,168,040
-----------
</TABLE>

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

11 - Scudder International Growth and Income Fund

<PAGE>

<TABLE>
<CAPTION>
Market
Shares Value ($)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Malaysia 0.9%
Guinness Anchor (Brewery) ............................................................... 214,000 365,968
-----------
Netherlands 6.1%
DSM NV (Plastics producer) .............................................................. 5,910 556,834
KLM Royal Dutch Air Lines NV (World-wide full service airline) .......................... 20,620 657,405
Koninklijke Nedlloyd Groep NV (Container shipping and transportation) ................... 20,330 602,148
Royal Dutch Petroleum Co. (Owner of 60% of Royal Dutch/Shell Group) ..................... 12,130 615,900
-----------
2,432,287
-----------
New Zealand 1.8%
Telecom Corp. of New Zealand (Telecommunication services) ............................... 140,800 694,416
-----------
Spain 4.2%
Autopistas del Mare Nostrum SA (Builder and operator of toll motorways) ................. 27,000 389,828
Banco Bilbao Vizcaya SA (Commercial bank) ............................................... 15,150 398,200
Compania Telefonica Nacional de Espana SA (Telecommunication services) .................. 19,100 495,127
Iberdrola SA (Electric utility) ......................................................... 33,100 371,459
-----------
1,654,614
-----------
Sweden 5.4%
AssiDoman AB (Forestry group) ........................................................... 20,540 623,389
OM Gruppen AB (Free) (Operator of financial exchanges and clearing organizations) ....... 17,390 485,828
S.K.F. AB "B" (Free) (Manufacturer of roller bearings) .................................. 20,770 561,793
Svedala Industri AB (Manufacturer of machinery for construction, mineral processing and
materials handling) ................................................................... 21,130 456,151
-----------
2,127,161
-----------
Switzerland 7.3%
ABB AG (Registered) (Manufacturer of electrical equipment and rail transit systems) ..... 2,365 698,999
Georg Fischer AG (Bearer) (Manufacturer of automotive products and piping systems) ...... 557 770,005
Sika Finanz AG (Registered) (Manufacturer of water management products and systems) ..... 14,760 763,431
Winterthur Schweizerische Versicherungs-Gesellschaft "B" (Registered)
(Multi-line insurance company) ........................................................ 762 660,294
-----------
2,892,729
-----------
United Kingdom 11.3%
Courtaulds Textiles PLC (Producer of clothing, fabrics and home furnishings) ............ 105,370 560,990
Dorling Kindersley Holdings PLC (Book publisher) ........................................ 165,700 717,029
Energy Group PLC (Electricity generation and distribution) .............................. 58,880 595,464
General Electric Co., PLC (Manufacturer of power, communications and defense equipment
and other various electrical components) .............................................. 92,450 572,365
</TABLE>

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

12 - Scudder International Growth and Income Fund
<PAGE>

<TABLE>
<CAPTION>
Market
Shares Value ($)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Harrisons & Crosfield PLC (Manufacturer of chemicals, timber products, pet food, flour,
breakfast cereals and other consumer products) ........................................ 291,270 521,628
Railtrack Group PLC (Operator of most of British railway infrastructure) ................ 41,620 521,079
Rank Group PLC (Diversified leisure services: hotels, amusement machines, restaurants,
film and television) .................................................................. 92,950 533,280
Tomkins PLC (Manufacturer of fluid controls, industrial products, garden and
leisure products) ..................................................................... 95,320 461,911
-----------
4,483,746
- ------------------------------------------------------------------------------------------------------------------------------
Total Common Stocks (Cost $34,812,525) 33,434,821
- ------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
Principal
Amount*
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Purchased Options 0.1%
2 - Scudder International Growth and Income Fund---------------------------------------------------------------
Put on French Francs, strike price 6.515 FRF, expire 2/10/98 ........................... FRF 19,545,000 18,372
Put on British Pounds, strike price 0.6514 GBP, expire 2/10/98 ......................... GBP 1,954,397 29,121
Put on Deutsche Marks, strike price 1.93 DEM, expire 2/10/98 ........................... DEM 5,790,000 20,265
- ------------------------------------------------------------------------------------------------------------------------------
Total Purchased Options (Cost $134,850) 67,758
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
Total Investment Portfolio -- 100.0% (Cost $40,906,101) (a) 39,600,102
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) The cost for federal income tax purposes was $40,906,101. At August 31,
1997, net unrealized depreciation for all securities based on tax cost was
$1,305,999. This consisted of aggregate gross unrealized appreciation for
all securities in which there was an excess of market value over tax cost
of $639,107 and aggregate gross unrealized depreciation for all securities
in which there was an excess of tax cost over market value of $1,945,106.

* Principal amount is stated in U.S. dollars unless otherwise specified.

Currency abbreviations:
FRF French Franc
GBP British Pound
DEM German Deutschemark

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

13 - Scudder International Growth and Income Fund

<PAGE>

Financial Statements

Statement of Assets and Liabilities
as of August 31, 1997 (Unaudited)

<TABLE>
<S> <C>
Assets
- ----------------------------------------------------------------------------------------------------------------------------
Investments, at market (identified cost $40,906,101) ................... $ 39,600,102
Foreign currency, at value (identified cost $427,523) .................. 428,537
Receivable for investments sold ........................................ 1,757,511
Dividends and interest receivable ...................................... 86,224
Receivable for Fund shares sold ........................................ 296,336
Foreign taxes recoverable .............................................. 7,208
Reimbursement from Adviser ............................................. 11,705
Deferred organization expenses ......................................... 38,456
----------------
Total assets ........................................................... 42,226,079
Liabilities
- ----------------------------------------------------------------------------------------------------------------------------
Payable for investments purchased ...................................... 1,173,392
Due to custodian bank .................................................. 97,715
Payable for Fund shares redeemed ....................................... 59,322
Other payables and accrued expenses .................................... 93,443
----------------
Total liabilities ...................................................... 1,423,872
--------------------------------------------------------------------------------------------
Net assets, at market value $ 40,802,207
--------------------------------------------------------------------------------------------
Net Assets
- ----------------------------------------------------------------------------------------------------------------------------
Net assets consist of:
Undistributed net investment income .................................... 80,531
Unrealized appreciation (depreciation) on:
Investments ......................................................... (1,305,999)
Foreign currency related transactions ............................... 7,918
Accumulated net realized loss .......................................... (120,176)
Paid-in capital ........................................................ 42,139,933
--------------------------------------------------------------------------------------------
Net assets, at market value $ 40,802,207
--------------------------------------------------------------------------------------------
Net Asset Value
- ----------------------------------------------------------------------------------------------------------------------------
Net Asset Value, offering and redemption price per share
($40,802,207 / 3,504,165 shares of capital stock ----------------
outstanding, $.01 par value, 100,000,000 shares authorized) ......... $11.64
----------------
</TABLE>

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

14 - Scudder International Growth and Income Fund
<PAGE>

Statement of Operations
For the period June 30, 1997 (commencement of operations)
to August 31, 1997 (Unaudited)

<TABLE>
<S> <C>
Investment Income
- ------------------------------------------------------------------------------------------------------------------------------
Income:
Dividends (net of foreign taxes withheld of $12,114) ................... $ 103,753
Interest ............................................................... 82,671
-----------------
186,424
-----------------
Expenses:
Management fee ......................................................... 60,511
Custodian and accounting fees .......................................... 51,704
Services to shareholders ............................................... 60,676
Directors' fees and expenses ........................................... 4,667
Registration fees ...................................................... 33,496
Auditing ............................................................... 13,140
Reports to shareholders ................................................ 11,789
Legal .................................................................. 2,719
Amortization of organization expense ................................... 988
Other .................................................................. 3,766
-----------------
Total expenses before reductions ....................................... 243,456
Expense reductions ..................................................... (137,563)
-----------------
Expenses, net .......................................................... 105,893
---------------------------------------------------------------------------------------------
Net investment income 80,531
---------------------------------------------------------------------------------------------
Realized and unrealized gain (loss) on investment transactions
- ------------------------------------------------------------------------------------------------------------------------------
Net realized gain (loss) from:
Investments ............................................................ (105,843)
Foreign currency related transactions .................................. (14,333)
-----------------
(120,176)
-----------------
Net unrealized appreciation (depreciation) during the period on:
Investments ............................................................ (1,305,999)
Foreign currency related transactions .................................. 7,918
-----------------
(1,298,081)
---------------------------------------------------------------------------------------------
Net gain (loss) on investment transactions (1,418,257)
---------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations $ (1,337,726)
---------------------------------------------------------------------------------------------
</TABLE>

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

15 - Scudder International Growth and Income Fund
<PAGE>

Statement of Changes in Net Assets

<TABLE>
<CAPTION>
For the Period
June 30, 1997
(commencement
of operations) to
August 31, 1997
Increase (Decrease) in Net Assets (Unaudited)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Operations:
Net investment income .............................................. $ 80,531
Net realized loss .................................................. (120,176)
Net unrealized depreciation on investment transactions during
the period ......................................................... (1,298,081)
--------------------
Net decrease in net assets resulting from operations ............... (1,337,726)
--------------------
Fund share transactions:
Proceeds from shares sold .......................................... 45,946,104
Cost of shares redeemed ............................................ (3,807,371)
--------------------
Net increase in net assets from Fund share transactions ............ 42,138,733
--------------------
Increase in net assets ............................................. 40,801,007
Net assets at beginning of period .................................. 1,200
Net assets at end of period (including undistributed net --------------------
investment income of $80,531) ................................... $40,802,207
--------------------
Other Information
- -------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in Fund shares
Shares outstanding at beginning of period .......................... 100
--------------------
Shares sold ........................................................ 3,819,244
Shares redeemed .................................................... (315,179)
--------------------
Net increase in Fund shares ........................................ 3,504,065
--------------------
Shares outstanding at end of period ................................ 3,504,165
--------------------
</TABLE>

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

16 - Scudder International Growth and Income Fund
<PAGE>

Financial Highlights

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

<TABLE>
<CAPTION>
For the Period
June 30, 1997
(commencement
of operations) to
August 31, 1997
(Unaudited)
------------------------------------------------------------------------------------------------------------
<S> <C>
-------------
Net asset value, beginning of period ............................................... $12.00
-------------
Income from investment operations:
Net investment income .............................................................. .02
Net realized and unrealized gain (loss) on investments ............................. (.38)
-------------
Total from investment operations ................................................... (.36)
-------------

17 - Scudder International Growth and Income Fund
<PAGE>

Notes to Financial Statements (Unaudited)

A. Significant Accounting Policies

Scudder International Growth and Income Fund ("the Fund") is a diversified
series of Scudder International Fund, Inc. (the "Corporation"). The corporation
is organized as a Maryland corporation and is registered under the Investment
Company Act of 1940, as amended, as an open-end, management investment company.

The Fund's financial statements are prepared in accordance with generally
accepted accounting principles which require the use of management estimates.
The policies described below are followed by the Fund in the preparation of its
financial statements.

Security Valuation. Portfolio securities which are traded on U.S. or foreign
stock exchanges are valued at the most recent sale price reported on the
exchange on which the security is traded most extensively. If no sale occurred,
the security is then valued at the calculated mean between the most recent bid
and asked quotations. If there are no such bid and asked quotations, the most
recent bid quotation is used. Securities quoted on the Nasdaq System, for which
there have been sales, are valued at the most recent sale price reported on such
system. If there are no such sales, the value is the high or "inside" bid
quotation. Securities which are not quoted on the Nasdaq System but are traded
in another over-the-counter market are valued at the most recent sale price on
such market. If no sale occurred, the security is then valued at the calculated
mean between the most recent bid and asked quotations. If there are no such bid
and asked quotations, the most recent bid quotation shall be used.

Portfolio debt securities with remaining maturities greater than sixty days are
valued by pricing agents approved by the officers of the Fund, which quotations
reflect broker/dealer-supplied valuations and electronic data processing
techniques. If the pricing agents are unable to provide such quotations, the
most recent bid quotation supplied by a bona fide market maker shall be used.
Short-term investments having a maturity of sixty days or less are valued at
amortized cost. All other securities are valued at their fair value as
determined in good faith by the Valuation Committee of the Board of Directors.

Options. An option contract is a contract in which the writer of the option
grants the buyer of the option the right to purchase from (call option), or sell
to (put option), the writer a designated instrument at a specified price within
a specified period of time. Certain options, including options on indices, will
require cash settlement by the Fund if the option is exercised. During the
period, the Fund purchased put options on currencies as a hedge against
potential adverse price movements in the value of portfolio assets.

If the Fund writes an option and the option expires unexercised, the Fund will
realize income, in the form of a capital gain, to the extent of the amount
received for the option (the "premium"). If the Fund elects to close out the
option it would recognize a gain or loss based on the difference between the
cost of closing the option and the initial premium received. If the Fund
purchased an option and allows the option to expire it would realize a loss to
the extent of the premium paid. If the Fund elects to close out the option it
would recognize a gain or loss equal to the difference between the cost of
acquiring the option and the amount realized upon the sale of the option.

The gain or loss recognized by the Fund upon the exercise of a written call or
purchased put option is adjusted for the amount of option premium. If a written
put or purchased call option is exercised the Fund's cost basis of the acquired
security or currency would be the exercise price adjusted for the amount of the
option premium.

The liability representing the Fund's obligation under an exchange traded
written option or investment in a purchased option is valued at the last sale
price or, in the absence of a sale, the mean between the closing bid and asked
price or at the most recent

18 - Scudder International Growth and Income Fund
<PAGE>

asked price (bid for purchased options) if no bid and asked price are available.
Over-the-counter written or purchased options are valued using dealer supplied
quotations.

When the Fund writes a covered call option, the Fund foregoes, in exchange for
the premium, the opportunity to profit during the option period from an increase
in the market value of the underlying security or currency above the exercise
price. When the Fund writes a put option it accepts the risk of a decline in the
market value of the underlying security or currency below the exercise price.
Over-the-counter options have the risk of the potential inability of
counterparties to meet the terms of their contracts. The Fund's maximum exposure
to purchased options is limited to the premium initially paid. In addition,
certain risks may arise upon entering into option contracts including the risk
that an illiquid secondary market will limit the Fund's ability to close out an
option contract prior to the expiration date and that a change in the value of
the option contract may not correlate exactly with changes in the value of the
securities or currencies hedged.

Repurchase Agreements. The Fund may enter into repurchase agreements with
certain banks and broker/dealers whereby the Fund, through its custodian,
receives delivery of the underlying securities, the amount of which at the time
of purchase and each subsequent business day is required to be maintained at
such a level that the market value, depending on the maturity of the repurchase
agreement, is equal to at least 100.5% of the repurchase price.

Forward Foreign Currency Exchange Contracts. A forward foreign currency exchange
contract (forward contract) is a commitment to purchase or sell a foreign
currency at the settlement date at a negotiated rate. During the period, the
Fund utilized forward contracts as a hedge in connection with portfolio
purchases and sales of securities denominated in foreign currencies.

Forward contracts are valued at the prevailing forward exchange rate of the
underlying currencies and unrealized gain/loss is recorded daily. Forward
contracts having the same settlement date and broker are offset and any gain
(loss) is realized on the date of offset; otherwise, gain (loss) is realized on
settlement date. Realized and unrealized gains and losses which represent the
difference between the value of the forward contract to buy and the forward
contract to sell are included in net realized and unrealized gain (loss) from
foreign currency related transactions.

Certain risks may arise upon entering into forward contracts from the potential
inability of counterparties to meet the terms of their contracts. Additionally,
when utilizing forward contracts to hedge, the Fund gives up the opportunity to
profit from favorable exchange rate movements during the term of the contract.

Foreign Currency Translations. The books and records of the Fund are maintained
in U.S. dollars. Foreign currency transactions are translated into U.S. dollars
on the following basis:

(i) market value of investment securities, other assets and other
liabilities at the daily rates of exchange, and

(ii) purchases and sales of investment securities, dividend and interest
income and certain expenses at the rates of exchange prevailing on
the respective dates of such transactions.

The Fund does not isolate that portion of gains and losses on investments which
is due to changes in foreign exchange rates from that which is due to changes in
market prices of the investments. Such fluctuations are included with the net
realized and unrealized gains and losses from investments.

19 - Scudder International Growth and Income Fund
<PAGE>

Net realized and unrealized gain (loss) from foreign currency related
transactions includes gains and losses between trade and settlement dates on
securities transactions, gains and losses arising from the sales of foreign
currency, and gains and losses between the ex and payment dates on dividends,
interest, and foreign withholding taxes.

Federal Income Taxes. The Fund's policy is to comply with the requirements of
the Internal Revenue Code which are applicable to regulated investment companies
and to distribute all of its taxable income to its shareholders. The Fund paid
no federal income taxes and no federal income tax provision was required.

Distribution of Income and Gains. Distributions of net investment income are
made semiannually. During any particular year net realized gains from investment
transactions, in excess of available capital loss carryforwards, would be
taxable to the Fund if not distributed and, therefore, will be distributed to
shareholders annually. An additional distribution may be made to the extent
necessary to avoid the payment of a four percent federal excise tax.

The timing and characterization of certain income and capital gains
distributions are determined annually in accordance with federal tax regulations
which may differ from generally accepted accounting principles. The differences
primarily relate to investments in forward contracts, passive foreign investment
companies, foreign denominated investments, and certain securities sold at a
loss. As a result, net investment income (loss) and net realized gain (loss) on
investment transactions for a reporting period may differ significantly from
distributions during such period. Accordingly, the Fund may periodically make
reclassifications among certain of its capital accounts without impacting the
net asset value of the Fund.

The Fund uses the identified cost method for determining realized gain or loss
on investments for both financial and federal income tax reporting purposes.

Organization Costs. Costs incurred by the Fund in connection with its
organization have been deferred and are being amortized on a straight-line basis
over a five-year period.

Other. Investment security transactions are accounted for on a trade date basis.
Dividend income and distributions to shareholders are recorded on the
ex-dividend date. Interest income is recorded on the accrual basis.

B. Purchases and Sales of Securities

For the period June 30, 1997 (commencement of operations) to August 31, 1997,
purchases and sales of investment securities (excluding short-term investments)
aggregated $39,811,080 and $2,489,604, respectively.

C. Related Parties

Under the Fund's Investment Management Agreement (the "Agreement") with Scudder,
Stevens & Clark, Inc. (the "Adviser"), the Fund pays the Adviser a fee equal to
an annual rate of 1.00% of the Fund's average daily net assets, computed and
accrued daily and payable monthly. As manager of the assets of the Fund, the
Adviser directs the investments of the Fund in accordance with its investment
objective, policies, and restrictions. The Adviser determines the securities,
instruments and other contracts relating to investments to be purchased, sold or
entered into by the Fund. In addition to portfolio management services, the
Adviser provides certain administrative services in accordance with the
Agreement. The Agreement also provides that if the Fund's expenses, exclusive of
taxes, interest, and extraordinary expenses, exceed specified limits, such
excess, up to the amount of the management fee, will be paid by the Adviser. In
addition, the Adviser has agreed not to impose all or a portion of its

20 - Scudder International Growth and Income Fund

<PAGE>

management fee until June 30, 1998 in order to maintain the annualized expenses
of the Fund at not more than 1.75% of average daily net assets. For the period
June 30, 1997 (commencement of operations) to August 31, 1997, the Adviser did
not impose any of its management fee which amounted to $60,511. Further due to
the limitations of such Agreement, the Adviser reimbursement payable to the Fund
for the period amounted to $11,705.

On June 26, 1997, the Adviser entered into an agreement with The Zurich
Insurance Company ("Zurich"), an international insurance and financial services
organization, pursuant to which Zurich will acquire a majority interest in the
Adviser, and the Adviser will form a new global investment organization by
combining with Zurich's subsidiary, Zurich Kemper Investments, Inc. and change
its name to Scudder Kemper Investments, Inc. Subject to the receipt of the
required regulatory and shareholder approvals, the transaction is expected to
close in the fourth quarter of 1997.

Scudder Service Corporation ("SSC"), a subsidiary of the Adviser, is the
transfer, dividend paying and shareholder service agent for the Fund. For the
period June 30, 1997 (commencement of operations) to August 31,1997, SSC did not
impose any of its fee amounting to $53,558.

Scudder Trust Company ("STC"), a subsidiary of the Adviser, provides
recordkeeping and other services in connection with certain retirement and
employee benefit plans invested in the Fund. For the period June 30, 1997
(commencement of operations) to August 31,1997, STC did not impose any of its
fee amounting to $750.

Scudder Fund Accounting Corporation ("SFAC"), a subsidiary of the Adviser, is
responsible for determining the daily net asset value per share and maintaining
the portfolio and general accounting records of the Fund. For the period June
30, 1997 (commencement of operations) to August 31,1997, SFAC did not impose any
of its fee amounting to $11,039.

The Fund pays each Director not affiliated with the Adviser $4,000 annually plus
specified amounts for attended board and committee meetings. For the period June
30, 1997 (commencement of operations) to August 31, 1997, Directors' fees and
expenses aggregated $4,667.

21 - Scudder International Growth and Income Fund

<PAGE>

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intentionally
left blank.

22 - Scudder International Growth and Income Fund

<PAGE>

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intentionally
left blank.

23 - Scudder International Growth and Income Fund

<PAGE>

Officers and Directors

Daniel Pierce*
Chairman of the Board and
Director

Nicholas Bratt*
President and Director

Paul Bancroft III
Director; Venture Capitalist and
Consultant

Thomas J. Devine
Director; Consultant

Keith R. Fox
Director; Private Equity
Investor, 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

Kathryn L. Quirk*
Director, Vice President and
Assistant Secretary

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

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

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

Elizabeth J. Allan*
Vice President

Joyce E. Cornell*
Vice President

Carol L. Franklin*
Vice President

Edmund B. Games, Jr.*
Vice President

Jerard K. Hartman*
Vice President

Thomas W. Joseph*
Vice President

David S. Lee*
Director, Vice President and A
ssistant Treasurer

Thomas F. McDonough*
Vice President and Secretary

Pamela A. McGrath*
Vice President and Treasurer

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

Richard W. Desmond*
Assistant Secretary

*Scudder, Stevens & Clark, Inc.

24 - Scudder International Growth and Income Fund
<PAGE>

Investment Products and Services

The Scudder Family of Funds+++
- --------------------------------------------------------------------------------
Money Market
- ------------
Scudder U.S. Treasury Money Fund
Scudder Cash Investment Trust
Scudder Money Market Series --
Premium Shares*
Managed Shares*
Scudder Government Money Market Series --
Managed Shares*

Tax Free Money Market+
- ----------------------
Scudder Tax Free Money Fund
Scudder Tax Free Money Market Series--
Managed Shares*
Scudder California Tax Free Money Fund**
Scudder New York Tax Free Money Fund**

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

U.S. Income
- -----------
Scudder Short Term Bond Fund
Scudder Zero Coupon 2000 Fund
Scudder GNMA Fund
Scudder Income Fund
Scudder High Yield Bond Fund

Global Income
- -------------
Scudder Global Bond Fund
Scudder International Bond Fund
Scudder Emerging Markets Income Fund

Asset Allocation
- ----------------
Scudder Pathway Conservative Portfolio
Scudder Pathway Balanced Portfolio
Scudder Pathway Growth Portfolio
Scudder Pathway International Portfolio

U.S. Growth and Income
- ----------------------
Scudder Balanced Fund
Scudder Growth and Income Fund
Scudder S&P 500 Index Fund

U.S. Growth
- -----------
Value
Scudder Large Company Value Fund
Scudder Value Fund
Scudder Small Company Value Fund
Scudder Micro Cap Fund

Growth
Scudder Classic Growth Fund
Scudder Large Company Growth Fund
Scudder Development Fund
Scudder 21st Century Growth Fund

Global Growth
- -------------
Worldwide
Scudder Global Fund
Scudder International Growth and Income Fund
Scudder International Fund
Scudder Global Discovery Fund
Scudder Emerging Markets Growth Fund
Scudder Gold Fund

Regional
Scudder Greater Europe Growth Fund
Scudder Pacific Opportunities Fund
Scudder Latin America Fund
The Japan Fund, Inc.

Retirement Programs
- -------------------
IRA
SEP IRA
Keogh Plan
401(k), 403(b) Plans
Scudder Horizon Plan**+++ +++
(a variable annuity)

Closed-End Funds#
- --------------------------------------------------------------------------------
The Argentina Fund, Inc.
The Brazil Fund, Inc.
The Korea Fund, Inc.
The Latin America Dollar Income Fund, Inc.
Montgomery Street Income Securities, Inc.
Scudder New Asia Fund, Inc.
Scudder New Europe Fund, Inc.
Scudder Spain and Portugal Fund, Inc.
Scudder World Income Opportunities
Fund, Inc.

For complete information on any of the above Scudder funds, including
management fees and expenses, call or write for a free prospectus. Read it
carefully before you invest or send money. +++Funds within categories are listed
in order from expected least risk to most risk. Certain Scudder funds may not be
available for purchase or exchange. +A portion of the income from the tax-free
funds may be subject to federal, state, and local taxes. *A class of shares of
the Fund. **Not available in all states. +++ +++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.

25 - Scudder International Growth and Income Fund

<PAGE>

Scudder Solutions
<TABLE>
<CAPTION>

Convenient ways to invest, quickly and reliably:
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Automatic Investment Plan QuickBuy

A convenient investment program in which you designate Lets you purchase Scudder fund shares
the purchase details and the bank account, and money is electronically, avoiding potential mailing delays;
electronically debited from that account monthly to designate a bank account and the transaction
regularly purchase fund shares and "dollar cost average" details, and money for each of your transactions is
-- buy more shares when the fund's price is lower and electronically debited from that account.
fewer when it's higher, which can reduce your average
purchase price over time.

Automatic Dividend Transfer Payroll Deduction and Direct Deposit

The most timely, reliable, and convenient way to Have all or part of your paycheck -- even government
purchase shares -- use distributions from one Scudder checks -- invested in up to four Scudder funds at
fund to purchase shares in another, automatically one time.
(accounts with identical registrations or the same
social security or tax identification number).

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

Around-the-clock electronic account service and information, including some transactions:
- ------------------------------------------------------------------------------------------------------------------------------
Scudder Automated Information Line: SAIL(TM) -- Scudder's Web Site -- http://funds.scudder.com
1-800-343-2890
Scudder Electronic Account Services: Offering
Personalized account information, the ability to account information and transactions, interactive
exchange or redeem shares, and information on other worksheets, prospectuses and applications for all
Scudder funds and services via touchtone telephone. Scudder funds, plus your current asset allocation,
whenever you need them. Scudder's Site also
provides news about Scudder funds, retirement
planning information, and more.

Retirees and those who depend on investment proceeds for living expenses can enjoy these convenient,
timely, and reliable automated withdrawal programs:
- ------------------------------------------------------------------------------------------------------------------------------
Automatic Withdrawal Plan QuickSell

You designate the bank account, determine the schedule Provides speedy access to your money by
(as frequently as once a month) and amount of the electronically crediting your redemption proceeds
redemptions, and Scudder does the rest. to the bank account you designate.

DistributionsDirect

Automatically deposits your fund distributions into the
bank account you designate within three business days
after each distribution is paid.

26 - Scudder International Growth and Income Fund
<PAGE>

Mutual Funds and More -- Brokerage and Guidance Services:
- ------------------------------------------------------------------------------------------------------------------------------
Scudder Brokerage Services Scudder Portfolio Builder

Offers you access to a world of investments, A free service designed to help suggest ways investors like
including stocks, corporate bonds, Treasuries, plus you can diversify your portfolio among domestic and global,
over 6,000 mutual funds from at least 150 mutual as well as equity, fixed-income, and money market funds,
fund companies. And Scudder Fund Folio(SM) provides using Scudder funds.
investors with access to a marketplace of more than
500 no-load funds from well-known companies--with no Personal Counsel from Scudder(SM)
transaction fees or commissions. Scudder
shareholders can take advantage of a Scudder Developed for investors who prefer the benefits of no-load
Brokerage account already reserved for them, with Scudder funds but want ongoing professional assistance in
no minimum investment. For information about managing a portfolio. Personal Counsel(SM) is a highly
Scudder Brokerage Services, call 1-800-700-0820. customized, fee-based asset management service for
individuals investing $100,000 or more.

Fund Folio funds held less than six months will be charged a fee for redemptions. You can buy
shares directly from the fund itself or its principal underwriter or distributor without
paying this fee. Scudder Brokerage Services, Inc., 42 Longwater Drive, Norwell, MA 02061. Member SIPC.
Personal Counsel From Scudder(SM) and Personal Counsel(SM) are service marks of and represent a
program offered by Scudder Investor Services, Inc., Adviser.

For more information about these services, call a Scudder representative at 1-800-225-5163
- ------------------------------------------------------------------------------------------------------------------------------
Additional Information on How to Contact Scudder:
- ------------------------------------------------------------------------------------------------------------------------------
For existing account services and transactions Please address all written correspondence to
Scudder Investor Relations -- 1-800-225-5163 The Scudder Funds
P.O. Box 2291
For establishing 401(k) and 403(b) plans Boston, Massachusetts
Scudder Defined Contribution Services -- 02107-2291
1-800-323-6105
Or Stop by a Scudder Investor Center

For information about The Scudder Funds, including Many shareholders enjoy the personal, one-on-one service of
additional applications and prospectuses, or for the Scudder Investor Centers. Check for an Investor Center near
answers to investment questions you -- they can be found in the following cities:

Scudder Investor Relations -- 1-800-225-2470 Boca Raton Chicago San Francisco
[email protected] Boston New York

</TABLE>

27 - Scudder International Growth and Income Fund
<PAGE>
Celebrating Over 75 Years of Serving Investors

Established in 1919 by Theodore Scudder, Sidney Stevens, and F. Haven Clark,
Scudder, Stevens & Clark was the first independent investment counsel firm in
the United States. Since its birth, Scudder's pioneering spirit and commitment
to professional long-term investment management have helped shape the investment
industry. In 1928, we introduced the nation's first no-load mutual fund. Today
we offer over 40 pure no load(TM) funds, including the first international
mutual fund offered to U.S. investors.

Over the years, Scudder's global investment perspective and dedication to
research and fundamental investment disciplines have helped us become one of the
largest and most respected investment managers in the world. Though times have
changed since our beginnings, we remain committed to our long-standing
principles: managing money with integrity and distinction; keeping the interests
of our clients first; providing access to investments and markets that may not
be easily available to individuals; and making investing as simple and
convenient as possible through friendly, comprehensive service.

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

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

SCUDDER

[LOGO]
<PAGE>
Item 24. Financial Statements and Exhibits
<TABLE>
<CAPTION>
<S> <C> <C>
a. Financial Statements

Included in Part A of this Registration Statement:

For Scudder International Fund:

Financial highlights for the ten fiscal years ended March 31, 1997
(Incorporated by reference to Post-Effective Amendment No. 56 to the
Registration Statement.)

For Scudder Latin America Fund:

Financial highlights for the period December 8, 1992
(commencement of operations) to October 31, 1993 and for the three fiscal
years ended October 31, 1996
(Incorporated by reference to Post-Effective Amendment No. 52 to the
Registration Statement.)

For Scudder Pacific Opportunities Fund:

For Scudder Greater Europe Growth Fund:

Financial highlights for the period October 10, 1994
(commencement of operations) to October 31, 1994 and for the two fiscal years
ended October 31, 1996
(Incorporated by reference to Post-Effective Amendment No. 52 to the
Registration Statement.)

For Scudder Emerging Markets Growth Fund:

Financial highlights for the period May 8, 1996 (commencement of operations)
to October 31, 1996
(Incorporated by reference to Post-Effective Amendment No. 52 to the
Registration Statement.)

For Scudder International Growth and Income Fund:

Financial highlights for the period June 30, 1997
(commencement of operations) to August 31, 1997

Included in Part B of this Registration Statement:

For Scudder International Fund:

Investment Portfolio as of March 31, 1997
Statement of Assets and Liabilities as of March 31, 1997

Part C - Page 1
<PAGE>

Statement of Operations for the fiscal year ended March 31, 1997
Statements of Changes in Net Assets for the two fiscal years ended
March 31, 1997
Financial Highlights for the ten fiscal years ended March 31, 1997
Notes to Financial Statements
Report of Independent Accountants
(Incorporated by reference to Post-Effective Amendment No. 56 to the
Registration Statement.)

For Scudder Latin America Fund:

Investment Portfolio as of October 31, 1996
Statement of Assets and Liabilities as of October 31, 1996
Statement of Operations for the fiscal year ended October 31, 1996
Statements of Changes in Net Assets for the three fiscal years ended October
31, 1996
Financial Highlights for the period December 8, 1992
(commencement of operations) to October 31, 1993 and for the three fiscal
years ended October 31, 1996
Notes to Financial Statements
Report of Independent Accountants
(Incorporated by reference to Post-Effective Amendment No. 52 to the
Registration Statement.)

For Scudder Pacific Opportunities Fund:

For Scudder Greater Europe Growth Fund:

Investment Portfolio as of October 31, 1996
Statement of Assets and Liabilities as of October 31, 1996
Statement of Operations for the fiscal year ended October 31, 1996
Statement of Changes in Net Assets for the period October 10, 1994
(commencement of operations) to October 31, 1994 and for the two fiscal years
ended October 31, 1996
Financial Highlights for the period October 10, 1994 (commencement of
operations) to October 31, 1994 and for the two fiscal years ended October 31,
1996
Notes to Financial Statements
Report of Independent Accountants
(Incorporated by reference to Post-Effective Amendment No. 52 to the
Registration Statement.)

Part C - Page 2
<PAGE>

For Scudder Emerging Markets Growth Fund:

Investment Portfolio as of October 31, 1996
Statement of Assets and Liabilities as of October 31, 1996
Statement of Operations for the period May 8, 1996 (commencement of
operations) to October 31, 1996
Statement of Changes in Net Assets for the period May 8, 1996 (commencement of
operations) to October 31, 1996
Financial Highlights for the period May 8, 1996 (commencement of operations)
to October 31, 1996
Notes to Financial Statements
Report of Independent Accountants
(Incorporated by reference to Post-Effective Amendment No. 52 to the
Registration Statement.)

For Scudder International Growth and Income Fund:

Statement of Assets and Liabilities as of May 23, 1997 and related notes
(Incorporated by reference to Post-Effective Amendment No. 55 to the
Registration Statement.)
Investment Portfolio as of August 31, 1997
Statement of Assets and Liabilities as of August 31, 1997
Statement of Operations for the period ended August 31, 1997
Statements of Changes in Net Assets for the period ended August 31, 1997
Financial Highlights for the period June 30, 1997 (commencement of operations)
to August 31, 1997
Notes to Financial Statements

b. Exhibits:

1. (a) Articles of Amendment and Restatement of the Registrant as of
January 24, 1991.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

(b) Articles Supplementary dated September 17, 1992.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

(c) Articles Supplementary dated December 1, 1992.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

(d) Articles Supplementary dated August 3, 1994.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

(e) Articles Supplementary dated February 20, 1996.
(Incorporated by reference to Exhibit 1(e) to Post-Effective
Amendment No. 46 to the Registration Statement.)

(f) Articles Supplementary dated September 5, 1996.
(Incorporated by reference to Exhibit 1(f) to Post-Effective
Amendment No. 52 to the Registration Statement.)

Part C - Page 3
<PAGE>

(g) Articles Supplementary dated December 12, 1996.
(Incorporated by reference to Post-Effective Amendment No. 55 to
the Registration Statement.)

(h) Articles Supplementary dated March 3, 1997.
(Incorporated by reference to Post-Effective Amendment No. 55 to
the Registration Statement.)

2. (a) Amended and Restated By-Laws of the Registrant dated March 4,
1991.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

(b) Amended and Restated By-Laws of the Registrant dated September
20, 1991.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

(c) Amended and Restated By-Laws of the Registrant dated December 12,
1991.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

(d) Amended and Restated By-Laws of the Registrant dated September 4,
1996.
(Incorporated by reference to Post-Effective Amendment No. 55 to
the Registration Statement.)

3. Inapplicable.

4. Specimen certificate representing shares of Common Stock ($.01
par value) for Scudder International Fund.
(Incorporated by reference to Exhibit 4 to Post-Effective
Amendment No. 31 to the Registration Statement.)

5. (a) Investment Management Agreement between the Registrant, on behalf
of Scudder International Fund, and Scudder, Stevens & Clark, Inc.
dated December 14, 1990.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

(b) Investment Management Agreement between the Registrant, on behalf
of Scudder Latin America Fund, and Scudder, Stevens & Clark, Inc.
dated December 7, 1992.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

(c) Investment Management Agreement between the Registrant, on behalf
of Scudder Pacific Opportunities Fund, and Scudder, Stevens &
Clark, Inc. dated December 7, 1992.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

Part C - Page 4
<PAGE>

(d) Investment Management Agreement between the Registrant, on behalf
of Scudder Greater Europe Growth Fund, and Scudder, Stevens &
Clark, Inc. dated October 10, 1994.
(Incorporated by reference to Post-Effective Amendment No. 44 to
the Registration Statement.)

(e) Investment Management Agreement between the Registrant on behalf
of Scudder International Fund, and Scudder, Stevens & Clark, Inc.
dated September 8, 1994.
(Incorporated by reference to Post-Effective Amendment No. 45 to
the Registration Statement.)

(f) Investment Management Agreement between the Registrant on behalf
of Scudder Emerging Markets Growth Fund and Scudder, Stevens &
Clark, Inc. dated May 8, 1996.
(Incorporated by reference to Post-Effective Amendment No. 48 to
the Registration Statement.)

(g) Investment Management Agreement between the Registrant, on behalf
of Scudder International Growth and Income Fund, and Scudder,
Stevens & Clark, Inc. dated June 10, 1997.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

(h) Investment Management Agreement between the Registrant, on behalf
of Scudder International Fund, and Scudder, Stevens & Clark, Inc.
dated September 5, 1996.
(Incorporated by reference to Post-Effective Amendment No. 55 to
the Registration Statement.)

6. (a) Underwriting Agreement between the Registrant and Scudder
Investor Services, Inc., formerly Scudder Fund Distributors,
Inc., dated July 15, 1985.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

(b) Underwriting Agreement between the Registrant and Scudder
Investor Services, Inc. dated September 17, 1992.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

7. Inapplicable.

8. (a)(1) Custodian Contract between the Registrant and Brown Brothers
Harriman & Co. dated April 14, 1986.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

(a)(2) Custodian Contract between the Registrant, on behalf of Scudder
Latin America Fund, and Brown Brothers Harriman & Co. dated
November 25, 1992.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

Part C - Page 5
<PAGE>

(a)(3) Custodian Contract between the Registrant, on behalf of Scudder
Pacific Opportunities Fund, and Brown Brothers Harriman & Co.
dated November 25, 1992.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

(a)(4) Custodian Contract between the Registrant, on behalf of Scudder
Greater Europe Growth Fund, and Brown Brothers Harriman & Co.
dated October 10, 1994.
(Incorporated by reference to Post-Effective Amendment No. 44 to
the Registration Statement.)

(a)(5) Fee schedule for Exhibit 8(a)(1).
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

(a)(6) Revised fee schedule for Exhibit 8(a)(1).
(Incorporated by reference to Post-Effective Amendment No. 45 to
the Registration Statement.)

(a)(7) Custodian Contract between the Registrant and Brown Brothers
Harriman & Co. dated March 7, 1995.
(Incorporated by reference to Post-Effective Amendment No. 55 to
the Registration Statement.)

(a)(8) Fee schedule for Exhibit 8(a)(7).
(Incorporated by reference to Post-Effective Amendment No. 55 to
the Registration Statement.)

(b)(1) Master Subcustodian Agreement between Brown Brothers Harriman &
Co. and Morgan Guaranty Trust Company of New York, Tokyo office,
dated November 8, 1976.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

(b)(2) Fee schedule for Exhibit 8(b)(1).
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

(c)(1) Master Subcustodian Agreement between Brown Brothers Harriman &
Co. and Morgan Guaranty Trust Company of New York, Brussels
office, dated November 15, 1976.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

(c)(2) Fee schedule for Exhibit 8(c)(l).
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

(d)(1) Subcustodian Agreement between Brown Brothers Harriman & Co. and
The Bank of New York, London office, dated January 30, 1979.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

Part C - Page 6
<PAGE>

(d)(2) Fee schedule for Exhibit 8(d)(1).
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

(e)(1) Master Subcustodian Agreement between Brown Brothers Harriman &
Co. and The Chase Manhattan Bank, N.A., Singapore office, dated
June 9, 1980.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

(e)(2) Fee schedule for Exhibit 8(e)(1).
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.).

(f)(1) Master Subcustodian Agreement between Brown Brothers Harriman &
Co. and The Chase Manhattan Bank, N.A., Hong Kong office, dated
June 4, 1979.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

(f)(2) Fee schedule for Exhibit 8(f)(1).
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

(g)(1) Master Subcustodian Agreement between Brown Brothers Harriman &
Co. and Citibank, N.A. New York office, dated July 16, 1981.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

(g)(2) Fee schedule for Exhibit 8(g)(1).
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

9. (a)(1) Transfer Agency and Service Agreement between the Registrant and
Scudder Service Corporation dated October 2, 1989.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

(a)(2) Fee schedule for Exhibit 9(a)(1).
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

(a)(3) Service Agreement between Copeland Associates, Inc. and Scudder
Service Corporation dated June 8, 1995.
(Incorporated by reference to Post-Effective Amendment No. 45 to
the Registration Statement.)

(b) Letter Agreement between the Registrant and Cazenove, Inc. dated
January 23, 1978, with respect to the pricing of securities.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

Part C - Page 7
<PAGE>

(c)(1) COMPASS Service Agreement between the Registrant and Scudder
Trust Company dated January 1, 1990.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

(c)(2) Fee schedule for Exhibit (9)(c)(1).
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

(c)(3) COMPASS and TRAK 2000 Service Agreement between the Registrant
and Scudder Trust Company dated October 1, 1995.
(Incorporated by reference to Exhibit 9(c)(3) to Post-Effective
Amendment No. 47 to the Registration Statement.)

(d)(1) Shareholder Services Agreement between the Registrant and Charles
Schwab & Co., Inc. dated June 1, 1990.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

(d)(2) Administrative Services Agreement between the Registrant and
McGladrey & Pullen, Inc. dated September 30, 1995.
(Incorporated by reference to Exhibit 9(d)(2) to Post-Effective
Amendment No. 47 to the Registration Statement.)

(e)(1) Fund Accounting Services Agreement between the Registrant, on
behalf of Scudder Greater Europe Growth Fund, and Scudder Fund
Accounting Corporation dated October 10, 1994.
(Incorporated by reference to Post-Effective Amendment No. 44 to
the Registration Statement.)

(e)(2) Fund Accounting Services Agreement between the Registrant, on
behalf of Scudder International Fund, and Scudder Fund Accounting
Corporation dated April 12, 1995 is filed herein.
(Incorporated by reference to Post-Effective Amendment No. 45 to
the Registration Statement.)

(e)(3) Fund Accounting Services Agreement between the Registrant, on
behalf of Scudder Latin America Fund, dated May 17, 1995.
(Incorporated by reference to Exhibit 9(e)(3) to Post-Effective
Amendment No. 47 to the Registration Statement.)

(e)(4) Fund Accounting Services Agreement between the Registrant, on
behalf of Scudder Pacific Opportunities Fund, dated May 5, 1995.
(Incorporated by reference to Exhibit 9(e)(4) to Post-Effective
Amendment No. 47 to the Registration Statement.)

(e)(5) Fund Accounting Services Agreement between the Registrant, on
behalf of Scudder Emerging Markets Growth Fund dated May 8, 1996.
(Incorporated by reference to Exhibit 9(e)(5) to Post-Effective
Amendment No. 49 to the Registration Statement.)

Part C - Page 8
<PAGE>

(e)(6) Fund Accounting Services Agreement between the Registrant, on
behalf of Scudder International Growth and Income Fund dated June
3, 1997.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

10. Opinion and Consent of Counsel.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

11. Inapplicable.

12. Inapplicable.

13. Inapplicable.

14. (a) Scudder Flexi-Plan for Corporations and Self-Employed Individuals.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

(b) Scudder Individual Retirement Plan.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

(c) Scudder Funds 403(b) Plan.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

(d) Scudder Employer - Select 403(b) Plan.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

(e) Scudder Cash or Deferred Profit Sharing Plan under Section 401(k).
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

15. Inapplicable.

16. Schedule for Computation of Performance Quotations.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

17. Financial Data Schedule for Scudder International Fund.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)

</TABLE>
18. Inapplicable.

Power of Attorney for Nicholas Bratt, Paul Bancroft III, Thomas
J. Devine, William H. Gleysteen, Jr., William H. Luers, Wilson
Nolen, Juris Padegs, Daniel Pierce, and Gordon Shillinglaw is
incorporated by reference to the signature page of Post-Effective
Amendment No. 35.

Part C - Page 9
<PAGE>

Power of Attorney for Keith R. Fox is incorporated by reference
to the Signature Page of Post-Effective Amendment No. 47.

Power of Attorney for Kathryn L. Quirk is incorporated by
reference to the signature page of Post-Effective Amendment No.
54.

Power of Attorney for David S. Lee is incorporated by reference
to the signature page of Post-Effective Amendment No. 56.

Item 25. Persons Controlled by or under Common Control with Registrant.

None

Item 25. Persons Controlled by or under Common Control with Registrant.

None

Item 26. Number of Holders of Securities (as of November 3, 1997).
<TABLE>
<CAPTION>
<S> <C>

(1) (2)

Title of Class Number of Shareholders

Capital Stock ($.01 par value per share)
Scudder International Fund 109,082
Scudder Latin America Fund 71,835
Scudder Pacific Opportunities Fund 24,031
Scudder Greater Europe Growth Fund 13,751
Scudder Emerging Markets Growth Fund 14,737
Scudder International Growth and Income Fund 6,635
</TABLE>

Item 27. Indemnification.

A policy of insurance covering Scudder, Stevens & Clark, Inc.,
its affiliates including Scudder Investor Services, Inc., and
all of the registered investment companies advised by Scudder,
Stevens & Clark, Inc. insures the Registrant's directors and
officers and others against liability arising by reason of an
alleged breach of duty caused by any negligent act, error or
accidental omission in the scope of their duties.

Article Tenth of Registrant's Articles of Incorporation state
as follows:

TENTH: Liability and Indemnification

To the fullest extent permitted by the Maryland
General Corporation Law and the Investment Company Act of
1940, no director or officer of the Corporation shall be
liable to the Corporation or to its stockholders for damages.
The limitation on liability applies to events occurring at the
time a person serves as a director or officer of the
Corporation, whether or not such person is a director or
officer at the time of any proceeding in which liability is
asserted. No amendment to these Articles of Amendment and
Restatement or repeal of any of its provisions shall limit or
eliminate the benefits provided to directors and officers
under this provision with respect to any act or omission which
occurred prior to such amendment or repeal.

The Corporation, including its successors and
assigns, shall indemnify its directors and officers and make
advance payment of related expenses to the fullest extent
permitted, and in accordance with the procedures required by
Maryland law, including Section 2-418 of the Maryland General
Corporation law, as may be amended from time to time, and the
Investment Company Act of 1940. The By-Laws may provide that
the Corporation shall indemnify its employees and/or agents in
any manner and within such limits as permitted by applicable
law. Such indemnification shall be in addition to any other
right or claim to which any director, officer, employee or
agent may otherwise be entitled.

Part C - Page 10
<PAGE>

The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer,
employee or agent of the Corporation or is or was serving at
the request of the Corporation as a director, officer,
partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust or
other enterprise or employee benefit plan against any
liability asserted against and incurred by such person in any
such capacity or arising out of such person's position,
whether or not the Corporation would have had the power to
indemnify against such liability.

The rights provided to any person by this Article
shall be enforceable against the Corporation by such person
who shall be presumed to have relied upon such rights in
serving or continuing to serve in the capacities indicated
herein. No amendment of these Articles of Amendment and
Restatement shall impair the rights of any person arising at
any time with respect to events occurring prior to such
amendment.

Nothing in these Articles of Amendment and
Restatement shall be deemed to (i) require a waiver of
compliance with any provision of the Securities Act of 1933,
as amended, or the Investment Company Act of 1940, as amended,
or of any valid rule, regulation or order of the Securities
and Exchange Commission under those Acts or (ii) protect any
director or officer of the Corporation against any liability
to the Corporation or its stockholders to which he would
otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of his or her
duties or by reason of his or her reckless disregard of his or
her obligations and duties hereunder.

Article V of Registrant's Amended and Restated By-Laws states
as follows:

ARTICLE V

INDEMNIFICATION AND INSURANCE

SECTION 1. Indemnification of Directors and Officers. Any person who
was or is a party or is threatened to be made a party in any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that such person is a current or former
Director or officer of the Corporation, or is or was serving while a Director or
officer of the Corporation at the request of the Corporation as a Director,
officer, partner, trustee, employee, agent or fiduciary or another corporation,
partnership, joint venture, trust, enterprise or employee benefit plan, shall be
indemnified by the Corporation against judgments, penalties, fines, excise
taxes, settlements and reasonable expenses (including attorneys' fees) actually
incurred by such person in connection with such action, suit or proceeding to
the fullest extent permissible under the Maryland General Corporation Law, the
Securities Act of 1933 and the 1940 Act, as such statutes are now or hereafter
in force, except that such indemnity shall not protect any such person against
any liability to the Corporation or any stockholder thereof to which such person
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office ("disabling conduct").

SECTION 2. Advances. Any current or former Director or officer of the
Corporation claiming indemnification within the scope of this Article V shall be
entitled to advances from the Corporation for payment of the reasonable expenses
incurred by him in connection with proceedings to which he is a party in the
manner and to the fullest extent permissible under the Maryland General
Corporation Law, the Securities Act of 1933 and the 1940 Act, as such statutes
are now or hereafter in force; provided however, that the person seeking
indemnification shall provide to the Corporation a written affirmation of his
good faith belief that the standard of conduct necessary for indemnification by
the Corporation has been met and a written undertaking by or on behalf of the
Director to repay any such advance if it is ultimately determined that he is not
entitled to indemnification, and provided further that at least one of the
following additional conditions is met: (1) the person seeking indemnification
shall provide a security in form and amount acceptable to the Corporation for
his undertaking; (2) the Corporation is insured against losses arising by reason
of the advance; or (3) a majority of a quorum of Directors of the Corporation
who are neither "interested persons" as defined in Section 2(a)(19) of the 1940
Act, as amended, nor parties to the proceeding ("disinterested non-party

Part C - Page 11
<PAGE>

Directors") or independent legal counsel, in a written opinion, shall determine,
based on a review of facts readily available to the Corporation at the time the
advance is proposed to be made, that there is reason to believe that the person
seeking indemnification will ultimately be found to be entitled to
indemnification.

SECTION 3. Procedure. At the request of any current or former Director
or officer, or any employee or agent whom the Corporation proposes to indemnify,
the Board of Directors shall determine, or cause to be determined, in a manner
consistent with the Maryland General Corporation Law, the Securities Act of 1933
and the 1940 Act, as such statutes are now or hereafter in force, whether the
standards required by this Article V have been met; provided, however, that
indemnification shall be made only following: (1) a final decision on the merits
by a court or other body before whom the proceeding was brought that the person
to be indemnified was not liable by reason of disabling conduct or (2) in the
absence of such a decision, a reasonable determination, based upon a review of
the facts, that the person to be indemnified was not liable by reason of
disabling conduct, by (a) the vote of the majority of a quorum of disinterested
non-party Directors or (b) an independent legal counsel in a written opinion.

SECTION 4. Indemnification of Employees and Agents. Employees and
agents who are not officers or Directors of the Corporation may be indemnified,
and reasonable expenses may be advanced to such employees or agents, in
accordance with the procedures set forth in this Article V to the extent
permissible under the Maryland General Corporation Law, the Securities Act of
1933 and the 1940 Act, as such statutes are now or hereafter in force, and to
such further extent, consistent with the foregoing, as may be provided by action
of the Board of Directors or by contract.

SECTION 5. Other Rights. The indemnification provided by this Article V
shall not be deemed exclusive of any other right, in respect of indemnification
or otherwise, to which those seeking such indemnification may be entitled under
any insurance or other agreement, vote of stockholders or disinterested
Directors or otherwise, both as to action by a Director or officer of the
Corporation in his official capacity and as to action by such person in another
capacity while holding such office or position, and shall continue as to a
person who has ceased to be a Director or officer and shall inure to the benefit
of the heirs, executors and administrators of such a person.

SECTION 6. Constituent, Resulting or Surviving Corporations. For the
purposes of this Article V, references to the "Corporation" shall include all
constituent corporations absorbed in a consolidation or merger as well as the
resulting or surviving corporation so that any person who is or was a Director,
officer, employee or agent of a constituent corporation or is or was serving at
the request of a constituent corporation as a Director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise shall stand in the same position under this Article V with respect to
the resulting or surviving corporation as he would if he had served the
resulting or surviving corporation in the same capacity.

Item 28. Business or Other Connections of Investment Adviser

The Adviser has stockholders and employees who are denominated
officers but do not as such have corporation-wide
responsibilities. Such persons are not considered officers for
the purpose of this Item 28.

Business and Other Connections of Board
Name of Directors of Registrant's Adviser
<TABLE>
<CAPTION>
<S> <C>

Stephen R. Beckwith Director, Vice President, Treasurer, Chief Operating Officer & Chief Financial Officer,
Scudder, Stevens & Clark, Inc. (investment adviser)**

Lynn S. Birdsong Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
President & Director, The Latin America Dollar Income Fund, Inc. (investment company)**
President & Director, Scudder World Income Opportunities Fund, Inc. (investment company)**

Part C - Page 12
<PAGE>

President, The Japan Fund, Inc. (investment company)**
Supervisory Director, The Latin America Income and Appreciation Fund N.V. (investment company) +
Supervisory Director, The Venezuela High Income Fund N.V. (investment company) xx
Supervisory Director, Scudder Mortgage Fund (investment company)+
Supervisory Director, Scudder Floating Rate Funds for Fannie Mae Mortgage Securities I & II
(investment company) +
Director, Canadian High Income Fund (investment company)#
Director, Hot Growth Companies Fund (investment company)#
Director, Sovereign High Yield Investment Company (investment company)+
Director, Scudder, Stevens & Clark (Luxembourg) S.A. (investment manager) #

Nicholas Bratt Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
President & Director, Scudder New Europe Fund, Inc. (investment company)**
President & Director, The Brazil Fund, Inc. (investment company)**
President & Director, The First Iberian Fund, Inc. (investment company)**
President & Director, Scudder International Fund, Inc. (investment company)**
President & Director, Scudder Global Fund, Inc. (President on all series except Scudder Global
Fund) (investment company)**
President & Director, The Korea Fund, Inc. (investment company)**
President & Director, Scudder New Asia Fund, Inc. (investment company)**
President, The Argentina Fund, Inc. (investment company)**
Vice President, Scudder, Stevens & Clark Corporation (Delaware) (investment adviser)**
Vice President, Scudder, Stevens & Clark Japan, Inc. (investment adviser)###
Vice President, Scudder, Stevens & Clark of Canada Ltd. (Canadian investment adviser) Toronto,
Ontario, Canada
Vice President, Scudder, Stevens & Clark Overseas Corporationoo

E. Michael Brown Director, Chief Administrative Officer, Scudder, Stevens & Clark, Inc. (investment adviser)**
Trustee, Scudder GNMA Fund (investment company)*
Trustee, Scudder Portfolio Trust (investment company)*
Trustee, Scudder U.S. Treasury Fund (investment company)*
Trustee, Scudder Tax Free Money Fund (investment company)*
Trustee, Scudder State Tax Free Trust (investment company)*
Trustee, Scudder Cash Investment Trust (investment company)*
Assistant Treasurer, Scudder Investor Services, Inc. (broker/dealer)*
Director & President, Scudder Realty Holding Corporation (a real estate holding company)*
Director & President, Scudder Trust Company (a trust company)+++
Director, Scudder Trust (Cayman) Ltd.

Mark S. Casady Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Director & Vice President, Scudder Investor Services, Inc. (broker/dealer)*
Director & Vice President, Scudder Service Corporation (in-house transfer agent)*
Director, SFA, Inc. (advertising agency)*

Linda C. Coughlin Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Chairman & Trustee, AARP Cash Investment Funds (investment company)**
Chairman & Trustee, AARP Growth Trust (investment company)**
Chairman & Trustee, AARP Income Trust (investment company)**
Chairman & Trustee, AARP Tax Free Income Trust (investment company)**
Chairman & Trustee, AARP Managed Investment Portfolios Trust (investment company)**
Director & Senior Vice President, Scudder Investor Services, Inc. (broker/dealer)*

Part C - Page 13
<PAGE>

Director, SFA, Inc. (advertising agency)*

Margaret D. Hadzima Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Assistant Treasurer, Scudder Investor Services, Inc. (broker/dealer)*

Jerard K. Hartman Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Vice President, Scudder California Tax Free Trust (investment company)*
Vice President, Scudder Equity Trust (investment company)**
Vice President, Scudder Cash Investment Trust (investment company)*
Vice President, Scudder Fund, Inc. (investment company)**
Vice President, Scudder Global Fund, Inc. (investment company)**
Vice President, Scudder GNMA Fund (investment company)*
Vice President, Scudder Portfolio Trust (investment company)*
Vice President, Scudder Institutional Fund, Inc. (investment company)**
Vice President, Scudder International Fund, Inc. (investment company)**
Vice President, Scudder Investment Trust (investment company)*
Vice President, Scudder Municipal Trust (investment company)*
Vice President, Scudder Mutual Funds, Inc. (investment company)**
Vice President, Scudder New Asia Fund, Inc. (investment company)**
Vice President, Scudder New Europe Fund, Inc. (investment company)**
Vice President, Scudder Securities Trust (investment company)*
Vice President, Scudder State Tax Free Trust (investment company)*
Vice President, Scudder Funds Trust (investment company)**
Vice President, Scudder Tax Free Money Fund (investment company)*
Vice President, Scudder Tax Free Trust (investment company)*
Vice President, Scudder U.S. Treasury Money Fund (investment company)*
Vice President, Scudder Pathway Series (investment company)*
Vice President, Scudder Variable Life Investment Fund (investment company)*
Vice President, The Brazil Fund, Inc. (investment company)**
Vice President, The Korea Fund, Inc. (investment company)**
Vice President, The Argentina Fund, Inc. (investment company)**
Vice President & Director, Scudder, Stevens & Clark of Canada, Ltd. (Canadian investment
adviser) Toronto, Ontario, Canada
Vice President, The First Iberian Fund, Inc. (investment company)**
Vice President, The Latin America Dollar Income Fund, Inc. (investment company)**
Vice President, Scudder World Income Opportunities Fund, Inc. (investment company)**

Richard A. Holt Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Vice President, Scudder Variable Life Investment Fund (investment company)*

John T. Packard Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
President, Montgomery Street Income Securities, Inc. (investment company) o
Chairman, Scudder Realty Advisors, Inc. (realty investment adviser) x

Daniel Pierce Chairman & Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Chairman, Vice President & Director, Scudder Global Fund, Inc. (investment company)**
Chairman & Director, Scudder New Europe Fund, Inc. (investment company)**
Chairman & Director, The First Iberian Fund, Inc. (investment company)**
Chairman & Director, Scudder International Fund, Inc. (investment company)**
Chairman & Director, Scudder New Asia Fund, Inc. (investment company)**
President & Trustee, Scudder Equity Trust (investment company)**
President & Trustee, Scudder GNMA Fund (investment company)*
President & Trustee, Scudder Portfolio Trust (investment company)*
President & Trustee, Scudder Funds Trust (investment company)**

Part C - Page 14
<PAGE>

President & Trustee, Scudder Securities Trust (investment company)*
President & Trustee, Scudder Investment Trust (investment company)*
President & Director, Scudder Institutional Fund, Inc. (investment company)**
President & Director, Scudder Fund, Inc. (investment company)**
President & Director, Scudder Mutual Funds, Inc. (investment company)**
Vice President & Trustee, Scudder Municipal Trust (investment company)*
Vice President & Trustee, Scudder Variable Life Investment Fund (investment company)*
Vice President & Trustee, Scudder Pathway Series (investment company)*
Trustee, Scudder California Tax Free Trust (investment company)*
Trustee, Scudder State Tax Free Trust (investment company)*
Vice President, Montgomery Street Income Securities, Inc. (investment company)o
Chairman & President, Scudder, Stevens & Clark of Canada, Ltd. (Canadian investment adviser),
Toronto, Ontario, Canada
Chairman & Director, Scudder Global Opportunities Funds (investment company) Luxembourg
Chairman, Scudder, Stevens & Clark, Ltd. (investment adviser) London, England
President & Director, Scudder Precious Metals, Inc. xxx
Vice President, Director & Assistant Secretary, Scudder Realty Holdings Corporation
(a real estate holding company)*
Vice President, Director & Assistant Treasurer, Scudder Investor Services, Inc. (broker/dealer)*
Director, Scudder Latin America Investment Trust PLC (investment company)@
Director, Fiduciary Trust Company (banking & trust company) Boston, MA
Director, Fiduciary Company Incorporated (banking & trust company) Boston, MA
Trustee, New England Aquarium, Boston, MA
Incorporator, Scudder Trust Company (a trust company)+++

Kathryn L. Quirk Director, Chief Legal Officer, Chief Compliance Officer and Secretary, Scudder, Stevens & Clark,
Inc. (investment adviser)**
Director, Vice President & Assistant Secretary, The Argentina Fund, Inc. (investment company)**
Director, Vice President & Assistant Secretary, Scudder International Fund, Inc. (investment
company)**
Director, Vice President & Assistant Secretary, Scudder New Asia Fund (investment company)**
Director, Vice President & Assistant Secretary, Scudder Global Fund, Inc. (investment company)**
Trustee, Vice President & Assistant Secretary, Scudder Equity Trust (investment company)**
Trustee, Vice President & Assistant Secretary, Scudder Securities Trust (investment company)*
Trustee, Vice President & Assistant Secretary, Scudder Funds Trust (investment company)**
Trustee, Scudder Investment Trust (investment company)*
Trustee, Scudder Municipal Trust (investment company)*
Vice President & Trustee, Scudder Cash Investment Trust (investment company)*
Vice President & Trustee, Scudder Tax Free Money Fund (investment company)*
Vice President & Trustee, Scudder Tax Free Trust (investment company)*
Vice President & Secretary, AARP Growth Trust (investment company)**
Vice President & Secretary, AARP Income Trust (investment company)**
Vice President & Secretary, AARP Tax Free Income Trust (investment company)**
Vice President & Secretary, AARP Cash Investment Funds (investment company)**
Vice President & Secretary, AARP Managed Investment Portfolios Trust (investment company)**
Vice President & Secretary, The Japan Fund, Inc. (investment company)**

Part C - Page 15
<PAGE>

Vice President & Assistant Secretary, Scudder World Income Opportunities Fund, Inc. (investment
company)**
Vice President & Assistant Secretary, The Korea Fund, Inc. (investment company)**
Vice President & Assistant Secretary, The Brazil Fund, Inc. (investment company)**
Vice President & Assistant Secretary, Montgomery Street Income Securities, Inc. (investment
company)o
Vice President & Assistant Secretary, Scudder Mutual Funds, Inc. (investment company)**
Vice President & Assistant Secretary, Scudder Pathway Series (investment company)*
Vice President & Assistant Secretary, Scudder New Europe Fund, Inc. (investment company)**
Vice President & Assistant Secretary, Scudder Variable Life Investment Fund (investment company)*
Vice President & Assistant Secretary, The First Iberian Fund, Inc. (investment company)**
Vice President & Assistant Secretary, The Latin America Dollar Income Fund, Inc. (investment
company)**
Vice President, Scudder Fund, Inc. (investment company)**
Vice President, Scudder Institutional Fund, Inc. (investment company)**
Vice President, Scudder GNMA Fund (investment company)*
Director, Senior Vice President & Clerk, Scudder Investor Services, Inc. (broker/dealer)*
Director, Vice President & Secretary, Scudder Fund Accounting Corporation (in-house fund
accounting agent)*
Director, Vice President & Secretary, Scudder Realty Holdings Corporation (a real estate
holding company)*
Director & Clerk, Scudder Service Corporation (in-house transfer agent)*
Director, SFA, Inc. (advertising agency)*
Vice President, Director & Assistant Secretary, Scudder Precious Metals, Inc. xxx

Cornelia M. Small Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
President, AARP Cash Investment Funds (investment company)**
President, AARP Growth Trust (investment company)**
President, AARP Income Trust (investment company)**
President, AARP Tax Free Income Trust (investment company)**
President, AARP Managed Investment Portfolio Trust (investment company)**

Edmond D. Villani Director, President & Chief Executive Officer, Scudder, Stevens & Clark, Inc. (investment
adviser)**
Chairman & Director, The Argentina Fund, Inc. (investment company)**
Chairman & Director, The Latin America Dollar Income Fund, Inc. (investment company)**
Chairman & Director, Scudder World Income Opportunities Fund, Inc. (investment company)**
Supervisory Director, Scudder Mortgage Fund (investment company) +
Supervisory Director, Scudder Floating Rate Funds for Fannie Mae Mortgage Securities I & II
(investment company)+
Director, Scudder, Stevens & Clark Japan, Inc. (investment adviser)###
Director, The Brazil Fund, Inc. (investment company)**
Director, Indosuez High Yield Bond Fund (investment company) Luxembourg
President & Director, Scudder, Stevens & Clark Overseas Corporationoo
President & Director, Scudder, Stevens & Clark Corporation (Delaware) (investment adviser)**
Director, Scudder Realty Advisors, Inc. (realty investment adviser) x
Director, IBJ Global Investment Management S.A., (Luxembourg investment management company)
Luxembourg, Grand-Duchy of Luxembourg

Part C - Page 16
<PAGE>

Stephen A. Wohler Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Vice President, Montgomery Street Income Securities, Inc. (investment company)o

* Two International Place, Boston, MA
x 333 South Hope Street, Los Angeles, CA
** 345 Park Avenue, New York, NY
++ Two Prudential Plaza, 180 N. Stetson Avenue, Chicago, IL
+++ 5 Industrial Way, Salem, NH
o 101 California Street, San Francisco, CA
# Societe Anonyme, 47, Boulevard Royal, L-2449 Luxembourg, R.C. Luxembourg B 34.564
+ John B. Gorsiraweg 6, Willemstad Curacao, Netherlands Antilles
xx De Ruyterkade 62, P.O. Box 812, Willemstad Curacao, Netherlands Antilles
## 2 Boulevard Royal, Luxembourg
*** B1 2F3F 248 Section 3, Nan King East Road, Taipei, Taiwan
xxx Grand Cayman, Cayman Islands, British West Indies
oo 20-5, Ichibancho, Chiyoda-ku, Tokyo, Japan
### 1-7, Kojimachi, Chiyoda-ku, Tokyo, Japan
@ c/o Sinclair Hendersen Limited, 23 Cathedral Yard, Exeter, Devon, U.K.
</TABLE>

Item 29. Principal Underwriters.

(a) Scudder California Tax Free Trust
Scudder Cash Investment Trust
Scudder Equity Trust
Scudder Fund, Inc.
Scudder Funds Trust
Scudder Global Fund, Inc.
Scudder GNMA Fund
Scudder Institutional Fund, Inc.
Scudder International Fund, Inc.
Scudder Investment Trust
Scudder Municipal Trust
Scudder Mutual Funds, Inc.
Scudder Pathway Series
Scudder Portfolio Trust
Scudder Securities Trust
Scudder State Tax Free Trust
Scudder Tax Free Money Fund
Scudder Tax Free Trust
Scudder U.S. Treasury Money Fund
Scudder Variable Life Investment Fund
AARP Cash Investment Funds
AARP Growth Trust
AARP Income Trust
AARP Tax Free Income Trust
AARP Managed Investment Portfolios Trust
The Japan Fund, Inc.

Part C - Page 17
<PAGE>

(b)
<TABLE>
<CAPTION>
<S> <C> <C>

(1) (2) (3)

Name and Principal Position and Offices with Positions and
Business Address Scudder Investor Services, Inc. Offices with Registrant

Lynn S. Birdsong Senior Vice President None
345 Park Avenue
New York, NY 10154

E. Michael Brown Assistant Treasurer None
Two International Place
Boston, MA 02110

Mark S. Casady Director and Vice President None
Two International Place
Boston, MA 02110

Linda Coughlin Director and Senior Vice President None
Two International Place
Boston, MA 02110

Richard W. Desmond Vice President Assistant Secretary
345 Park Avenue
New York, NY 10154

Paul J. Elmlinger Senior Vice President and None
345 Park Avenue Assistant Clerk
New York, NY 10154

Margaret D. Hadzima Assistant Treasurer None
Two International Place
Boston, MA 02110

Thomas W. Joseph Director, Vice President, Treasurer Vice President
Two International Place and Assistant Clerk
Boston, MA 02110

David S. Lee Director, President and Vice President and Assistant
Two International Place Assistant Treasurer Treasurer
Boston, MA 02110

Thomas F. McDonough Clerk Vice President and Secretary
Two International Place
Boston, MA 02110

Thomas H. O'Brien Assistant Treasurer None
345 Park Avenue
New York, NY 10154

Edward J. O'Connell Assistant Treasurer Vice President and Assistant
345 Park Avenue Treasurer
New York, NY 10154

Part C - Page 18
<PAGE>

Daniel Pierce Director, Vice President Chairman of the Board and
Two International Place and Assistant Treasurer Director
Boston, MA 02110

Kathryn L. Quirk Director, Senior Vice President Director, Vice President and
345 Park Avenue and Assistant Clerk Assistant Secretary
New York, NY 10154

Robert A. Rudell Vice President None
Two International Place
Boston, MA 02110

Edmund J. Thimme Vice President None
345 Park Avenue
New York, NY 10154

Benjamin Thorndike Vice President None
Two International Place
Boston, MA 02110

Sydney S. Tucker Vice President None
Two International Place
Boston, MA 02110

David B. Watts Assistant Treasurer None
Two International Place
Boston, MA 02110

Linda J. Wondrack Vice President None
Two International Place
Boston, MA 02110
</TABLE>

The Underwriter has employees who are denominated officers of an operational
area. Such persons do not have corporation-wide responsibilities and are not
considered officers for the purpose of this Item 29.

(c)

<TABLE>
<S> <C> <C> <C> <C> <C>
<CAPTION>
(1) (2) (3) (4) (5)
Net Underwriting Compensation on
Name of Principal Discounts and Redemptions Brokerage Other
Underwriter Commissions and Repurchases Commissions Compensation
----------- ----------- --------------- ----------- ------------

Scudder Investor None None None None
Services, Inc.
</TABLE>

Item 30. Location of Accounts and Records.

Certain accounts, books and other documents required to be
maintained by Section 31(a) of the 1940 Act and the Rules
promulgated thereunder are maintained by Scudder, Stevens &
Clark, Inc., 345 Park Avenue, New York, New York 10154. Records
relating to the duties of the Registrant's custodian are
maintained by Brown Brothers Harriman & Co., 40 Water Street,
Boston, Massachusetts. Records relating to the duties of the
Registrant's transfer agent are maintained by Scudder Service
Corporation, Two International Place, Boston, Massachusetts
02110-4103.

Part C - Page 19
<PAGE>

Item 31. Management Services.

Inapplicable.

Item 32. Undertakings

Inapplicable.

Part C - Page 20
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this amendment to its Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereto duly authorized, in the City of Boston and the
Commonwealth of Massachusetts on the 14th day of November, 1997.

SCUDDER INTERNATIONAL FUND, INC.

By/s/Thomas F. McDonough
------------------------------------
Thomas F. McDonough,
Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, this amendment
to its Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

SIGNATURE TITLE DATE

/s/Paul Bancroft, II
- -------------------------
Paul Bancroft, III* Director

/s/
- -------------------------
Sheryle J. Bolton Director

/s/
- --------------------------
William T. Burgin Director

/s/Thomas J. Devine
- --------------------------
Thomas J. Devine* Director

/s/Keith R. Fox
- --------------------------
Keith R. Fox* Director

/s/William H. Gleysteen, Jr.
- --------------------------
William H. Gleysteen, Jr.* Director

/s/William H. Luers
- --------------------------
William H. Luers* Director

<PAGE>

/s/Wilson Nolen
- --------------------------
Wilson Nolen* Director

/s/Kathryn L. Quirk
- --------------------------
Kathryn L. Quirk* Director, Vice
President and
Assistant Secretary

/s/Daniel Pierce
- --------------------------
Daniel Pierce* Chairman of the Board
and Director

/s/
- --------------------------
Pamela A. McGrath Vice President and
Treasurer (Principal
Financial and
Accounting Officer)

*By:/s/Thomas F. McDonough
-----------------------
Thomas F. McDonough,
Attorney-in-Fact pursuant
to a power of attorney
contained in the signature
page of Post-Effective
Amendment Nos. 35, 47,
49 and 54 to the Registration
Statement, filed October 8,
1992, February 27, 1996,
July 17, 1996 and May 27,
1997, respectively.

</TABLE>

<PAGE>
File No. 2-14400
File No. 811-642

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

EXHIBITS

FORM N-1A

POST-EFFECTIVE AMENDMENT No. 57

TO REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AND

AMENDMENT NO. 37

TO REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

SCUDDER INTERNATIONAL FUND, INC.

<PAGE>

SCUDDER INTERNATIONAL FUND, INC.

EXHIBIT INDEX