SCUDDER INTERNATIONAL FUND INC, 485BPOS, 1997-02-06

SCUDDER INTERNATIONAL FUND INC
485BPOS, 1997-02-06

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Filed electronically with the Securities and
Exchange Commission on February 6, 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. 51

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 31

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, 1996 pursuant to paragraph (b)
--------

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

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

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

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

If appropriate, check the following:

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

The Registrant has filed a declaration registering an indefinite amount of
securities pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended. The Registrant filed the notice required by Rule 24f-2 for its most
recent fiscal year on December 30, 1996.

<PAGE>

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

Items Required By Form N-1A
---------------------------

PART A
- ------
<TABLE>
<CAPTION>

Item No. Item Caption Prospectus Caption
-------- ------------ ------------------
<S> <C> <C>
1. Cover Page COVER PAGE

2. Synopsis EXPENSE INFORMATION

3. Condensed Financial FINANCIAL HIGHLIGHTS
Information DISTRIBUTION AND PERFORMANCE INFORMATION

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

5. Management of the Fund FINANCIAL HIGHLIGHTS
A MESSAGE FROM SCUDDER'S CHAIRMAN
FUND ORGANIZATION--Investment adviser, Transfer agent
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(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 1
<PAGE>

SCUDDER INTERNATIONAL FUND
(continued)

PART B
- ------
Caption in Statement of
Item No. Item Caption Additional Information
-------- ------------ ----------------------
10. Cover Page COVER PAGE

11. Table of Contents TABLE OF CONTENTS

12. General Information and 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

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

Items Required By Form N-1A

PART A
- ------

Item No. Item Caption Prospectus Caption
-------- ------------ ------------------
1. Cover Page COVER PAGE

2. Synopsis EXPENSE INFORMATION

3. Condensed Financial FINANCIAL HIGHLIGHTS
Information DISTRIBUTION AND PERFORMANCE INFORMATION

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

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 3
<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

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 4
<PAGE>

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

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

1. Cover Page COVER PAGE

2. Synopsis EXPENSE INFORMATION

3. Condensed Financial FINANCIAL HIGHLIGHTS
Information DISTRIBUTION AND PERFORMANCE INFORMATION

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

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

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

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

9. Pending Legal Proceedings NOT APPLICABLE

Cross Reference-Page 5
<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 6
<PAGE>

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

Items Required By Form N-1A
PART A
- ------

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

1. Cover Page COVER PAGE

2. Synopsis EXPENSE INFORMATION

3. Condensed Financial FINANCIAL HIGHLIGHTS
Information DISTRIBUTION AND PERFORMANCE INFORMATION

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 7
<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 8
<PAGE>

SCUDDER INTERNATIONAL FUND, INC.
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 9
<PAGE>

SCUDDER EMERGING MARKETS 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

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

</TABLE>

Cross Reference-Page 10
<PAGE>
Part A (the Prospectus)
-----------------------

Part A of this Post-Effective Amendment No. 51 to the Registration Statement is
incorporated by reference in its entirety to the Scudder Emerging Markets Growth
Fund's current Post-Effective Amendment No. 48 on Form N-1A filed on May 7, 1996
and to its definitive Rule 497(c) filing on May 14, 1996.

<PAGE>
SCUDDER [LOGO]

Scudder Emerging Markets Growth Fund

Supplement to Prospectus
Dated May 8, 1996

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

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

If you would like more detailed information concerning the Fund's performance, a complete
portfolio listing and audited financial statements are available in the Fund's Annual Report
dated October 31, 1996 and may be obtained without charge by writing or calling Scudder
Investor Services, Inc.

For the Period
May 8, 1996
(commencement)
of operations)
to
October 31, 1996
- ----------------------------------------------------------------------------------------------
<S> <C>
Net asset value, beginning of period ...................................... $ 12.00
Income from investment operations: ........................................ (.02)

Net investment loss
Net realized and unrealized gain on investments ........................... .86
Total from investment operations .......................................... .84
Redemption fees (Note A) .................................................. .01
Net asset value, end of period ............................................ $ 12.85
- ----------------------------------------------------------------------------------------------
Total Return (%) (c) ...................................................... 7.08(d)**
Ratios and Supplemental Data
Net assets, end of period ($ millions) .................................... 76
Ratio of operating expenses, net to average daily net assets (%) .......... 2.00*
Ratio of operating expenses before expense reductions, to average daily net 3.79*
assets (%)
Ratio of net investment loss to average daily net assets (%) .............. (.32)*
Portfolio turnover rate (%) ............................................... 19.5*
Average commission rate paid (b) .......................................... $ .0006

(a) Based on monthly average of shares outstanding during the period.
(b) Average commission rate paid per share of common and preferred stocks.
(c) Total return is higher due to maintenance of the Fund's expenses.
(d) Total return does not reflect the effect of the 2% redemption fee on shares
held less than one year.
* Annualized
** Not annualized
- ----------------------------------------------------------------------------------------------
</TABLE>

December 16, 1996

<PAGE>
Part B (the Statement of Additional Information)
------------------------------------------------

Part B of this Post-Effective Amendment No. 51 to the Registration Statement is
incorporated by reference in its entirety to the Scudder Emerging Markets Growth
Fund's current Post-Effective Amendment No. 48 on Form N-1A filed on May 7, 1996
and to its definitive Rule 497(c) filing on May 14, 1996.

<PAGE>

Scudder
Emerging Markets
Growth Fund

Annual Report
October 31, 1996

Pure No-Load(TM) Funds

A fund designed to seek long-term growth of capital primarily through equity
investment in emerging markets around the globe.

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

Scudder (logo)

<PAGE>

Table of Contents
2 In Brief
3 Letter from the Fund's Chairman
4 Portfolio Summary
5 Portfolio Management Discussion
8 Investment Portfolio
15 Financial Statements
18 Financial Highlights
19 Notes to Financial Statements
23 Report of Independent Accountants
25 Officers and Directors
26 Investment Products and Services
27 How to Contact Scudder

In Brief

o For the period of nearly six months beginning with the Fund's inception on May
8, 1996 and ending October 31, 1996, Scudder Emerging Markets Growth Fund
provided a strong total return of 7.08%.

o The outlook for Central Europe continues to be bright. We believe the region's
transition from command to free market economies presents an outstanding
investment opportunity.

o The rate of growth in emerging Asia is slowing. The region is transitioning
away from mercantilist economic models, which may lead to a period of lackluster
performance in those markets.

2 - Scudder Emerging Markets Growth Fund
<PAGE>

Letter From the Fund's Chairman

Dear Shareholders,

We are pleased to welcome you as an investor in Scudder Emerging Markets
Growth Fund and to present the first annual report for the Fund, covering the
abbreviated fiscal year which began with the commencement of operations on May
8, 1996 and ended October 31, 1996. Going forward, you can expect to receive
semiannual updates on the Fund's investments and strategy, with the next report
covering the six-month period ending April 30, 1997.

As detailed in the management discussion that follows, Scudder Emerging
Markets Growth Fund provided a total return of 7.08% for the period of roughly
six months covered by this report, comparing very favorably to the aggregate
performance of emerging markets. Going forward, we expect the higher growth
rates of many emerging market economies to attract increasing investor interest
as the U.S. economy slows, supporting a positive outlook. Scudder Emerging
Markets Growth Fund will continue to be appropriate for investors seeking broad
exposure to the equity markets of developing countries as part of a diversified
portfolio.

Finally, to update those of you who like to stay informed about new funds
from Scudder, we introduced two new equity funds in September. Scudder Classic
Growth Fund seeks long-term capital appreciation with a higher degree of
principal stability than the average growth fund. Scudder 21st Century Growth
Fund takes a more aggressive approach, focusing primarily on emerging companies
with the potential to benefit from the rapidly changing industrial and economic
landscape. For more information on these and other Scudder Fund products and
services, please turn to page 26.

Thank you for your continued investment in Scudder Emerging Markets Growth
Fund. Please do not hesitate to call Investor Relations at 1-800-225-2470 with
any questions regarding your account.

Sincerely,

/s/Daniel Pierce
Daniel Pierce
Chairman,
Scudder Emerging Markets Growth Fund

3 - Scudder Emerging Markets Growth Fund
<PAGE>

PORTFOLIO SUMMARY as of OCTOBER 31, 1996
- ---------------------------------------------------------------------------
GEOGRAPHICAL
(Excludes 5% Cash Equivalents)
- ---------------------------------------------------------------------------
Latin America 31%
Europe 29%
Pacific Basin 22%
Africa 11%
U.S.& Canada 5%
Other 2%
- --------------------------------------
100%
- --------------------------------------

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

The Fund has emphasized the emerging markets of Central
Europe while underweighting the Pacific Basin.
- --------------------------------------------------------------------------
SECTORS
(Excludes 5% Cash Equivalents)
- --------------------------------------------------------------------------
Financial 23%
Manufacturing 14%
Consumer Staples 12%
Metals & Minerals 11%
Construction 8%
Consumer Discretionary 7%
Energy 5%
Health 4%
Communications 4%
Other 12%
- ---------------------------------------------
100%
- ---------------------------------------------

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

Finance, Manufacturing, and Consumer Staples stocks are well-represented among
Fund holdings.

- --------------------------------------------------------------------------
TEN LARGEST EQUITY HOLDINGS
(17% of portfolio)
- --------------------------------------------------------------------------
1. WIELKOPOLSKI BANK KREDYTOWY S.A.
Commercial bank in Poland

2. ZAGREBACKA BANKA
Commercial banking in Croatia

3. BANK PRZEMYSLOWO HANDLOWY
Bank in Poland

4. MINAS BUENAVENTURA SA
Mining company in Peru

5. C&P HOMES, INC.
Home construction company in Philippines

6. PLIVA D.D.
Pharmaceutical company in Croatia

7. MONDRAGON INTERNATIONAL PHILIPPINES, INC.
Wholesale and direct selling of consumer products and resort management

8. COMPUTERLAND POLAND S.A.
Provider of computer services and systems

9. PETROLEO BRASILEIRO S/A
Petroleum company

10.DMCI HOLDINGS, INC.
Construction and property development company in Philippines

Central European bank stocks are among the Fund's top holding
- -----------------------------------------------------------------------------
For more complete details about the Fund's investment portfolio,
see page 8. A monthly Investment Portfolio Summary and quarterly Portfolio
Holdings are available upon request.

4 - Scudder Emerging Markets Growth Fund
<PAGE>

Portfolio Management Discussion

Dear Shareholders,

For the period of nearly six months beginning with the Fund's inception on May
8, 1996 and ending October 31, 1996, Scudder Emerging Markets Growth Fund
provided a total return of 7.08%. Adjusted for the 2% redemption fee assessed on
shares held less than one year, the Fund's total return was 4.94% for the
period. For purposes of rough comparison, the unmanaged MSCI Emerging Markets
Free Index returned a negative 6.03% between April 30, 1996 and the end of
October.

Country Weightings Key to Portfolio Performance

Poland and Egypt contributed strongly on the positive side to the Fund's
outperformance versus the benchmark Index over the period. Our 16.9% weight in
Poland versus 0.5% in the Index benefited the Fund greatly. The Fund also
carried over a 6% weight in Egypt, a country not presently in the Index. The
Egyptian holdings in the Fund appreciated sharply over the period.

Over a period when the Index lost 6%, avoiding the major downdrafts was key to
the Fund's outperformance. India, 6.4% of the Index, plunged; we held nothing
there. Korea fell sharply as well; being nearly out of that market was helpful.
The same holds true for Thailand. Finally, avoiding South Africa (11% of the
Index) continues to help the portfolio as the plunge in the Rand and
deteriorating fundamentals have made it very hard to make money there this year.

Of course, our country decisions over the period weren't perfect. Most notably,
our persistence in staying overweighted in Indonesia hurt us. Political
disturbances spooked the Indonesian market, and our stock selection within the
country further hurt Fund performance. We have concluded that Mr. Suharto's
advancing age and decades-long tenure in office bring us close enough to the end
of an era that political risk is escalating. The citizens' desire for democracy
is becoming apparent. Notwithstanding the attractive valuations carried by some
excellent companies, political issues will likely unsettle the market. We are
therefore moving to a somewhat underweight position in Indonesia.

Market Outlook: Central
Europe Favored
over Emerging Asia

Recent aggregate declines in emerging markets obscure a number of underlying
trends. The investment outlook for Central Europe continues to be bright while
emerging Asia has become less attractive. We believe Central Europe is only
mid-way through a process that will lead to a risk profile closer to Western
Europe's, as well as a move up to valuation levels found in Latin and Asian
emerging markets. As we believe the region's transition from command to free
market economies presents an outstanding investment opportunity, we continue to
shift the portfolio weightings to capture it. Currently, 27% of portfolio assets
are invested in Central Europe, well above the region's 4% representation in the
MSCI Emerging Markets Free Index.

5 - Scudder Emerging Markets Growth Fund
<PAGE>

We have just returned from a trip to Asia, where we saw fresh evidence of the
structural impediments which are in the process of slowing emerging Asia's rate
of growth. A transition away from mercantilist economic models will be forced by
the region's past over-investment in key exporting industries and by currency
rigidities which have caused a decade of accumulated distortions. We see
emerging Asia in the process of slowing from historic growth rates of 8-10% to a
more sustainable 5-6%. The transition will yield several years of pain or at
least dull markets, but in the end Asia will still likely have the highest
sustainable growth in the world. While the Fund's Asian exposure is
significantly underweighted at 22%, we are confident we will be shifting
portfolio assets back to the region some day.

The Philippines remains a glorious exception to Asia's doldrums. Our trip
provided encouraging evidence that the much needed tax reform program has a good
chance of being enacted. The reform proposal represents a massive overhaul which
will greatly broaden the now pitifully tiny tax base. It will make for a fairer
system and -- crucially -- one that will stabilize the fiscal situation and
enable much more investment in needed infrastructure. If the Philippines' young
democracy can enact this huge change in the face of powerful vested interests
(who stand to lose considerably) it will not only be a great victory for the
country, but will broadly challenge the conventional wisdom that only dictators
can push through difficult economic and social reforms in emerging markets.

Philippine GDP growth is accelerating gently, the proverbial "tide that lifts
all boats". The Central Bank is maintaining tight monetary policy and we came
away unconcerned that an asset bubble or other ills of overheating are on the
horizon.

Finally, with respect to Latin America (31% of assets), we see the
fundamentals and valuations as still attractive in select markets. We expect the
region to be a positive contributor to performance going forward.

THE PRINTED DOCUMENT CONTAINS A BAR CHART HERE

BAR CHART TITLE:

Region Weightings: (October 31, 1996)
Scudder Emerging Markets Growth Fund vs.
MSCI Emerging Markets Free Index

BAR CHART DATA:
Scudder Emerging Markets MSCI Emerging Markets
Growth Fund Free Index
------------------------ ---------------------
Asia 22% 51%

Latin America 31 30

Central Europe 27 4

Middle East/Africa 14 15

Other 6 0

We remain bullish on many of the world's emerging markets, and we see a
generally benign environment for this asset class going forward. The biggest
threat to emerging market performance would be a reduction in global liquidity.
We do not believe the U.S. Federal Reserve is likely to raise rates much, if at

6 - Scudder Emerging Markets Growth Fund
<PAGE>

all, and expect 1997 to bring a softening in U.S. growth which will keep
liquidity for financial assets supportive. As U.S. growth slows, the high
earnings growth produced by many emerging markets should prove all the more
attractive to investors.

Scudder Emerging Markets Growth Fund will continue to provide broad-based
exposure to the opportunities for capital appreciation presented by the equity
markets of developing countries. Thank you for your investment in the Fund.

Sincerely,

Your Portfolio Management Team

/s/Joyce E. Cornell /s/Elizabeth Allan
Joyce E. Cornell Elizabeth Allan

/s/Tara C. Kenney
Tara C. Kenney

Scudder Emerging Markets
Growth Fund: A Team Approach
to Investing

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

Joyce E. Cornell, Portfolio Manager, has focused on stock selection since
1993. Joyce, who has nine years of investment experience as a research
analyst, joined Scudder in 1991. Elizabeth Allan has been a portfolio manager
at Scudder since 1991 and joined the firm in 1987. Tara C. Kenney, Portfolio
Manager, assists with the Fund's research and investment strategy. Tara, who
joined Scudder in 1995, has ten years of financial industry experience.

7 - Scudder Emerging Markets Growth Fund
<PAGE>

<TABLE>
INVESTMENT PORTFOLIO as of October 31, 1996
<CAPTION>

PRINCIPAL MARKET
AMOUNT($) VALUE($)
- ----------------------------------------------------------------------------------------------------------------------

<S> <C> <C>
REPURCHASE AGREEMENTS 2.3%
- ----------------------------------------------------------------------------------------------------------------------
Repurchase Agreement with Donaldson, Lufkin & Jenrette dated 10/31/96 at 5.52%, to be
repurchased at $1,777,272 on 11/1/96, collateralized by a $1,606,000 U.S. Treasury Note, ---------
9.125%, 5/15/99 (Cost $1,777,000) ......................................................... 1,777,000 1,777,000
---------

SHORT TERM NOTES 2.6%
- ----------------------------------------------------------------------------------------------------------------------
Federal Home Loan Bank Discount Note, 11/1/96 (Cost $2,000,000) ............................ 2,000,000 2,000,000
---------
SHARES
- ----------------------------------------------------------------------------------------------------------------------
COMMON STOCKS 95.1%
ARGENTINA 4.8%
Astra CAPSA (Petroleum company) ............................................................ 115,800 208,470
Banco Frances del Rio de la Plata (ADR) (Commercial and private bank) ...................... 3,700 97,125
Banco de Galicia y Buenos Aires "B" (Commercial and private bank) .......................... 96,778 444,278
Banco de Galicia y Buenos Aires "B" Rights* (expiration 11/4/96) ........................... 96,778 97
Banco de Galicia y Buenos Aires (ADR) ...................................................... 15,572 282,243
Compania Interamericana de Automoviles S.A.* (Automobile manufacturer) ..................... 51,250 229,634
Cresud S.A. Comercial* (Agricultural company dealing in cattle and grains) ................. 580,723 1,039,650
Inversiones y Representaciones SA (Real estate developer) .................................. 150,100 459,375
Perez Companc S.A. "B" (Industrial conglomerate) ........................................... 94,600 600,800
Sevel Argentina SA "C"* (Automobile and truck manufacturer) ................................ 140,000 347,252
---------
3,708,924
---------

AUSTRALIA 0.7%
Orogen Minerals* (GDR) (Holding company involved in gold mining and oil development
in New Guinea) ............................................................................ 34,500 546,377
---------

BOLIVIA 0.5%
Compania Boliviana de Energia S.A.(Electric utility) ....................................... 9,400 397,150
---------

BOTSWANA 0.1%
Sechaba Investment Trust Co.* (Investment Co.) ............................................. 135,000 93,488
---------

BRAZIL 11.3%
Aracruz Celulose S.A. (ADR) (Producer of eucalyptus kraft pulp) ............................ 67,700 541,600
Centrais Eletricas de Santa Catarina S.A. "B"* (pfd.) (Electric power distributor) ......... 156,215 132,283
Centrais Electricas de Santa Catarina S.A. (GDR) ........................................... 3,700 310,800
Centrais Eletricas Brasileiras S.A. "B" (pfd.) (Electric utility) .......................... 950,000 307,913
Companhia Cervejaria Brahma (pfd.) (Leading beer producer and distributor) ................. 814,000 503,105
Companhia Siderurgica Paulista "B"* (pfd.) (Steel producer) ................................ 925,000 702,258
Companhia Vale do Rio Doce (pfd.) (Diverse mining and industrial complex) .................. 32,300 663,354
</TABLE>

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

8 - Scudder Emerging Markets Growth Fund

<PAGE>

<TABLE>
<CAPTION>
MARKET
SHARES VALUE($)
- ----------------------------------------------------------------------------------------------------------------------

<S> <C> <C>
Industrias Klabin de Papel e Celulose S/A (pfd.) (Producer of papers and paper products,
newsprint, and cardboard boxes) ........................................................... 378,000 375,277
Lojas Renner S.A. (pfd.) (Specialty retailer of apparel, cosmetics, electronics, household
appliances and furniture) ................................................................. 11,700,000 626,338
Multicanal Participacoes S.A.* (ADR) (Operator of cable television systems) ................ 57,000 798,000
Petroleo Brasileiro S/A (pfd.) (Petroleum company) ......................................... 9,085,000 1,176,080
Telecomunicacoes Brasileiras S.A. (ADR) (Telecommunication services) ....................... 5,200 387,400
Telecomunicacoes Brasileiras S.A. .......................................................... 9,200,000 560,561
Telecomunicacoes de Minas Gerais "B" (pfd.) (Telecommunication services) ................... 1,655,000 184,766
Telecomunicacoes de Minas Gerais (voting) .................................................. 15,530 1,859
Telecomunicacoes de Sao Paulo S.A. (pfd.) (Telecommunication services) ..................... 1,060,000 193,965
Telecomunicacoes do Parana S/A (pfd.) (Telecommunication services) ......................... 975,000 445,080
Usinas Siderurgicas de Minas Gerais S/A (pfd.) (Non-coated flat products and electrolytic
galvanized products) ...................................................................... 753,000,000 791,551
---------
8,702,190
---------

CANADA 2.1%
Corriente Resources, Inc.* (Mining and processing of gold, bismuth, tin and tungsten in
South America) ............................................................................ 247,600 784,742
Kazakhstan Minerals Corp.* (Mining and exploring of copper, gold, and other minerals
in Kazakhstan) ............................................................................ 41,500 280,125
Ourominas Minerals Inc.* (Gold exploration in Brazil) ...................................... 167,000 541,743
---------
1,606,610
---------

CHILE 3.4%
Laboratorio Chile S.A. (ADR)(Manufacturer and distributor of off-patent pharmaceutical
products) ................................................................................. 12,800 203,200
Madeco, SA (ADR) (Manufacturer of copper and aluminum products for various industrial and
consumer uses) ............................................................................ 21,900 525,600
Santa Isabel S.A. (ADR) (Supermarket chain) ................................................ 15,900 447,188
Sociedad Quimica y Minera de Chile SA (ADR) (Producer of fertilizer, iodine and industrial
chemicals) ................................................................................ 9,400 540,500
Vina Concha y Toro SA (ADR) (Wine producer) ................................................ 46,500 930,000
---------
2,646,488
---------

CROATIA 3.5%
Pliva D.D.* (GDR) (Pharmaceutical company) ................................................. 25,500 1,255,875
Zagrebacka Banka* (GDR) (Commercial banking) ............................................... 73,700 1,427,938
---------
2,683,813
---------

EGYPT 6.3%
Commercial International Bank (Commercial bank) ............................................ 1,550 203,094
</TABLE>

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

9 - Scudder Emerging Markets Growth Fund

<PAGE>

<TABLE>
<CAPTION>
MARKET
SHARES VALUE($)
- ----------------------------------------------------------------------------------------------------------------------

<S> <C> <C>
Commercial International Bank (GDR) ......................................................... 47,200 684,400
Eastern Tobacco Company (Maker of tobacco products) ......................................... 49,160 694,017
Egypt Financial & Industrial Co.* (Fertilizer producer) ..................................... 2,550 45,750
Egyptian Starch & Glucose Co. (Food producer) ............................................... 5,000 57,058
Madinet Nasser City Housing Co.* (Real estate development company) .......................... 12,125 713,229
Misr International Bank (Bank) .............................................................. 3,485 379,267
North Cairo Mills, Ltd. (Textile manufacturer) .............................................. 18,200 588,818
Paints & Chemical Industries, Ltd. (Producer of paints and chemicals) ....................... 792 200,328
Suez Cement Co. (Cement producer) ........................................................... 18,925 267,675
Torrah Portland Cement Co. (Cement producer) ................................................ 56,060 997,529
---------
4,831,165
---------

GHANA 0.7%
Ashanti Goldfields Co., Ltd.* (Leading gold producer) (b) ................................... 10,177 153,571
Ashanti Goldfields Co., Ltd.* (Preference shares) (b) ....................................... 10,177 27,071
Ashanti Goldfields Co., Ltd. (GDR) .......................................................... 19,000 311,125
---------
491,767
---------

GREECE 0.3%
Ergo Bank S.A. (Commercial bank) ............................................................ 3,400 199,525
---------

HONG KONG 0.8%
Sinocan Holdings Ltd. (Manufacturer of three-piece cans for beverage and food
industries) ................................................................................ 1,351,000 642,110
---------

HUNGARY 4.1%
EGIS (Developer and manufacturer of pharmaceutical products) ................................ 13,100 807,950
Graboplast (Producer of home improvement materials, artificial leather and book bindings) ... 32,629 999,383
Inter-Europa Bank (Commercial bank) ......................................................... 900 222,959
Pannonplast (Manufacturer of plastic products from PVC, polypropylene, polyethylene
and other raw materials) ................................................................... 21,100 689,711
Pick Szeged (Ordinary) (Sausage manufacturer) ............................................... 10,000 450,421
---------
3,170,424
---------

INDONESIA 2.8%
Ciputra Development Co. (Foreign registered) (Developer of office properties, shipping and
commercial centers, industrial properties and sports facilities) ........................... 140,000 102,201
Darya Varia Laboratoria (Foreign registered) (Producer of medicines and pharmaceuticals) .... 133,000 199,893
HM Sampoerna (Foreign registered) (Tobacco company) ......................................... 84,500 785,582
Indah Kiat Pulp & Paper (Foreign registered) (Producer of pulp and paper) ................... 1,189,180 931,939
Panin Bank (Foreign registered) (Bank) ...................................................... 105,000 104,831
---------
2,124,446
---------
</TABLE>

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

10 - Scudder Emerging Markets Growth Fund

<PAGE>

<TABLE>
<CAPTION>
MARKET
SHARES VALUE($)
- ----------------------------------------------------------------------------------------------------------------------

<S> <C> <C>
ISRAEL 0.7%
Check Point Software Technologies Ltd.* (Developer of network security software) ........... 19,000 522,500
---------

JORDAN 0.4%
Arab Potash Co.* (Salts and chemicals extraction) (b) ...................................... 14,000 110,461
Jordan Cement Factories* (Cement producer) (b) ............................................. 37,675 176,763
---------
287,224
---------

KOREA 1.4%
Chosun Brewery Co., Ltd.* (Brewery) ........................................................ 31,320 833,936
Korea Electric Power Co. (Electric utility) ................................................ 8,100 238,221
---------
1,072,157
---------

MALAYSIA 2.7%
ACP Industries Bhd. (Manufacturer of various precast concrete products and thermoplastic
roadmarking materials) .................................................................... 30,000 197,111
AMMB Holdings Bhd. (Holding company for Arab Malaysian Merchant Bank Bhd. which provides
financial, insurance and investment services) ............................................. 46,000 247,615
Crest Petroleum Bhd.* (Investment company involved in various oilfield services) ........... 19,200 63,835
Hong Leong Credit Bhd. (Investment holding company involved in financing, money market
dealings, investment trading, fund management) ............................................ 44,000 243,816
IOI Corporation Bhd. (Processor of oil palm, rubber and cocoa) ............................. 170,000 267,801
New Straits Times Press Bhd. (Newspaper publisher and property developer) .................. 39,000 205,304
SAP Holdings Bhd. (Property developer) ..................................................... 191,000 831,585
---------
2,057,067
---------

MEXICO 1.8%
Industrias Penoles S.A. (Exploration and marketing of minerals and non-ferrous metals
such as lead, zinc and silver) ............................................................ 207,100 822,726
Telefonos de Mexico S.A. de C.V. "L" (ADR) (Telecommunication services) .................... 19,100 582,550
---------
1,405,276
---------

MOROCCO 1.3%
Omnium Nord Africaine (Conglomerate) ....................................................... 11,200 644,864
Societe Nationale d'Investissements "V" (Conglomerate, various joint ventures) ............. 5,300 341,778
---------
986,642
---------

OMAN 1.0%
Oryx Fund, Ltd.* (Mutual fund domiciled in Guernsey, investing in the Middle East) ......... 70,300 764,513
---------

PERU 8.2%
CPT Telefonica del Peru S.A. (ADR) (Telecommunication services) ............................ 14,100 290,813
Cementos Lima S.A. "T" (Cement producer) ................................................... 50,000 681,897
Cementos Norte Pasasmayo SA (Cement producer) (b) .......................................... 38,472 55,120
</TABLE>

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

11 - Scudder Emerging Markets Growth Fund

<PAGE>

<TABLE>
<CAPTION>
MARKET
SHARES VALUE($)
- ----------------------------------------------------------------------------------------------------------------------

<S> <C> <C>
Cerveceria Backus & Johnston S.A. "T" (Brewery) ............................................ 315,800 317,940
Compania Peruana de Telefonos S.A. "B" (Public and cellular telephone services) ............ 120,000 253,708
Credicorp Ltd (Holding company providing a full range of financial services) ............... 19,200 336,000
Edegel SA (Electric power utility) ......................................................... 1,463,601 787,766
Talleres Moyopampa S.A. "B" (Electric power utility) ....................................... 1,166 867
Enrique Ferreyros y Cia. (Machinery manufacturer) .......................................... 719,751 707,906
Minas Buenaventura SA "A" (Mining company) ................................................. 168,600 1,307,670
Minas Buenaventura SA* (ADR) (Mining company) .............................................. 2,300 38,525
Minsur S.A. "T" (Tin mining company) ....................................................... 61,700 553,090
Consorcio Alimertos Fabril Pacifico* (Food producer) ....................................... 669,413 977,226
---------
6,308,528
---------

PHILIPPINES 10.5%
Ayala Corp. "B" (Industrial conglomerate) .................................................. 336,000 319,635
C & P Homes, Inc. (Home construction company) .............................................. 2,885,000 1,317,352
DMCI Holdings, Inc.* (Construction and property development company) ....................... 1,615,000 1,167,618
Empire East Land Holdings, Inc.* (Property developer for low to middle income markets) ..... 1,025,000 497,289
Filinvest Development Corp.* (Developer of real estate properties) ......................... 58,000 21,629
HI Cement Corp.* (Manufactures two kinds of cement: portland cement and pozzolan cement) ... 900,000 277,397
International Container Terminal Services, Inc.* (Containerized cargo handling firm) ....... 1,279,000 839,526
Ionics Circuit Inc.* (Manufacturer of electronic components) ............................... 150,000 97,032
Manila Electric Co. "B" (Electric utility) ................................................. 48,100 353,246
Metropolitan Bank and Trust Company (Commercial bank and trust company) .................... 37,525 828,177
Mondragon International Philippines, Inc.* (Wholesale and direct selling of consumer
products and resort management ............................................................ 2,253,000 1,243,094
Philippine Savings Bank* (Bank) ............................................................ 230,000 498,858
Republic Glass Holdings Corp. (Maker of glass products for passenger cars and light
commercial vehicles) ...................................................................... 1,228,800 238,466
SM Prime Holdings Corp. (Leader in commercial center operations) ........................... 810,000 172,603
William Gothong & Aboitiz* (Inter-island passenger and cargo liner services) (b) ........... 658,000 142,717
---------
8,014,639
---------

POLAND 16.9%
Bank Przemyslowo Handlowy (Bank) ........................................................... 19,498 1,352,486
Bank Rozwoju Eksportu SA (Export bank) ..................................................... 28,700 852,465
Bank Slaski SA (Bank) ...................................................................... 10,600 980,364
Bydgoska Fabryka Kabli SA (Manufacturer of cables, wires and insulating materials) ......... 161,500 1,125,996
ComputerLand Poland S.A.* (Provider of computer services and systems) ...................... 65,500 1,199,932
Debica SA "A"* (Tire manufacturer) ......................................................... 31,400 636,668
</TABLE>

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

12 - Scudder Emerging Markets Growth Fund

<PAGE>

<TABLE>
<CAPTION>
MARKET
SHARES VALUE($)
- ----------------------------------------------------------------------------------------------------------------------

<S> <C> <C>
Elektrim Spolka Akcyjna SA (Manufacturer of power equipment, electrical machinery
and apparatus) ............................................................................ 67,800 578,828
Krosno S.A. (Manufacturer of wide range of glassware) ...................................... 39,800 750,356
Kutnowskie Zaklady Farmaceutyczne Polfa S.A. "A"* (Producer of pharmaceuticals,
veterinary medicines, food components) .................................................... 27,700 807,982
Mostostal Zabrze Holding SA (Construction company) ......................................... 136,500 558,391
Polifarb Wroclaw SA (Chemical producer) .................................................... 149,000 662,528
Polish Privatization Vouchers (Exchangeable into shares of National Investment
Funds) .................................................................................... 12,000 614,684
STALEXPORT S.A. "A"* (Importer/exporter of machinery and equipment, raw materials,
metallurgical products) ................................................................... 5,000 63,140
Wielkopolski Bank Kredytowy S.A. (Commercial bank) ......................................... 309,600 1,927,291
Zaklady Metali Lekkich Kety* (Manufacturer of aluminum casting alloys and products) ........ 11,400 892,146
----------
13,003,257
----------

PORTUGAL 1.3%
Cimentos de Portugal SA (Manufacturer of cement, ready mix concrete and aggregates) ........ 34,100 716,757
Portugal Telecom SA (Telecommunication services) ........................................... 11,800 306,854
----------
1,023,611
----------

SWITZERLAND 1.0%
Holderbank Financiere Glaris AG (Bearer) (Cement producer) ................................. 715 495,702
Phoenix Mecano AG (Bearer) (Manufacturer of hospital beds) ................................. 550 270,185
----------
765,887
----------

TAIWAN 0.6%
Far Eastern Department Stores Ltd. (Department store chain) ................................ 365,000 475,799
Far Eastern Department Stores Ltd. Rights* (b) (expiration 11/18/96) ....................... 24,455 6,127
----------
481,926
----------

THAILAND 1.4%
PTT Exploration and Production Co., Ltd. (Foreign registered) (Petroleum refinery) ......... 45,000 645,756
Siam Makro Co., Ltd. (Foreign registered) (Food supermarket chain) ......................... 99,000 423,094
----------
1,068,850
----------

UNITED STATES 1.7%
Benton Oil & Gas Co.* (Oil and gas exploration, development and production in Venezuela).... 41,100 1,006,950
Pioneer Group Inc. (Fund management company owning major gold producer in Ghana) ........... 11,300 271,200
----------
1,278,150
----------

ZIMBABWE 2.8%
Delta Corp. (Brewery) ...................................................................... 90,873 282,360
Meikles Africa Ltd.* (GDR) (Hotel operator) ................................................ 756,400 1,021,140
</TABLE>

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

13 - Scudder Emerging Markets Growth Fund

<PAGE>

<TABLE>
<CAPTION>
MARKET
SHARES VALUE($)
- ----------------------------------------------------------------------------------------------------------------------

<S> <C> <C>
Wankie Colliery Co., Ltd. (Operator of coal mining activities at Hwange, Zimbabwe) ......... 1,270,000 418,530
Zimbabwe Sun (Operator of hotels and other tourist facilities) ............................. 1,180,847 455,861
----------
2,177,891
- ----------------------------------------------------------------------------------------------------------------------
TOTAL COMMON STOCKS (Cost $71,451,083) 73,062,595
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENT PORTFOLIO -- 100.0% (Cost $75,228,083)(a) 76,839,595
- ----------------------------------------------------------------------------------------------------------------------
<FN>

(a) The cost for federal income tax purposes was $75,541,967. At October 31, 1996, net unrealized appreciation for
all securities based on tax cost was $1,297,628. This consisted of aggregate gross unrealized appreciation for
all securities in which there was an excess of market value over tax cost of $4,117,217 and aggregate gross
unrealized depreciation for all securities in which there was an excess of tax cost over market value of
$2,819,589.

(b) Securities valued in good faith by the Valuation Committee of the Board of Directors. The cost of these
securities at October 31, 1996 aggregated $798,067. See Note A of the Notes to Financial Statements.

* Non-income producing security.

Sector breakdown of the Fund's equity securities is noted on page 4.

</FN>
</TABLE>

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

14 - Scudder Emerging Markets Growth Fund

<PAGE>
<TABLE>
FINANCIAL STATEMENTS

Statement of Assets and Liabilities

as of October 31, 1996

<S> <C> <C>
ASSETS
- -----------------------------------------------------------------------------------------------------
Investments, at market (identified cost $75,228,083) (Note A) .......... $76,839,595
Cash ................................................................... 2,222
Foreign currency, at value, (cost $422,234) ............................ 422,125
Receivable for investments sold ........................................ 146,112
Dividends and interest receivable ...................................... 29,488
Receivable for Fund shares sold ........................................ 1,118,956
Foreign taxes recoverable .............................................. 2,184
Deferred organization expenses (Note A) ................................ 27,556
-----------
Total assets ........................................................... 78,588,238
LIABILITIES
- -----------------------------------------------------------------------------------------------------
Payable for investments purchased ...................................... 2,566,881
Payable for Fund shares redeemed ....................................... 42,024
Accrued expenses and other payables .................................... 185,640
-----------
Total liabilities ...................................................... 2,794,545
--------------------------------------------------------------------------------------
NET ASSETS, AT MARKET VALUE $75,793,693
--------------------------------------------------------------------------------------
NET ASSETS
- -----------------------------------------------------------------------------------------------------
Net assets consist of:
Accumulated net investment loss ........................................ $ (124,716)
Unrealized appreciation (depreciation) on:
Investment securities ............................................. 1,611,512
Foreign currency related transactions ............................. (1,478)
Accumulated net realized loss .......................................... (518,900)
Paid-in capital ........................................................ 74,827,275
--------------------------------------------------------------------------------------
NET ASSETS, AT MARKET VALUE $75,793,693
--------------------------------------------------------------------------------------
NET ASSET VALUE
NET ASSET VALUE, offering and redemption (Note A) price per share
($75,793,693/5,896,839 shares of capital stock outstanding, $.01
par value, 100,000,000 shares authorized) ............................. $12.85
</TABLE>

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

15 - Scudder Emerging Markets Growth Fund

<PAGE>

<TABLE>
Statement of Operations

for the period May 8, 1996

(commencement of operations) to October 31, 1996

<S> <C> <C>
INVESTMENT INCOME
- ----------------------------------------------------------------------------------------------------
Income:
Dividends (net of foreign taxes withheld of $24,157) .................. $ 184,752
Interest .............................................................. 106,704
----------
291,456
----------
Expenses:
Management fee (Note C) ............................................... 215,973
Custodian and accounting fees (Note C) ................................ 191,714
Services to shareholders (Note C) ..................................... 89,666
Directors' fees and expenses (Note C) ................................. 36,072
Registration fees ..................................................... 58,513
Auditing .............................................................. 27,750
Reports to shareholders ............................................... 18,307
Legal ................................................................. 8,354
Amortization of organization expense (Note A) ......................... 2,944
Other ................................................................. 6,878
----------
Total expenses before reductions ...................................... 656,171
Expense reductions (Note C) ........................................... (309,636)
----------
Expenses, net ......................................................... 346,535
-------------------------------------------------------------------------------------
NET INVESTMENT LOSS (55,079)
-------------------------------------------------------------------------------------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized loss from:
Investments ........................................................... (518,900)
Foreign currency related transactions ................................. (96,473)
----------
(615,373)
----------
Net unrealized appreciation (depreciation) during the period on:
Investments ........................................................... 1,611,512
Foreign currency related transactions ................................. (1,478)
----------
1,610,034
----------
Net gain on investment transactions ................................... 994,661
-------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 939,582
-------------------------------------------------------------------------------------
</TABLE>

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

16 - Scudder Emerging Markets Growth Fund

<PAGE>

<TABLE>
Statement of Changes in Net Assets
<CAPTION>

FOR THE PERIOD
MAY 8, 1996
(COMMENCEMENT
OF OPERATIONS
INCREASE (DECREASE) IN NET ASSETS OCTOBER 31,
1996)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C>
Operations:
Net investment loss ................................................... $ (55,079)
Net realized loss ..................................................... (615,373)
Net unrealized appreciation on investment transactions during the
period ............................................................... 1,610,034
-----------
Net increase in net assets resulting from operations .................. 939,582
-----------
Fund share transactions:
Proceeds from shares sold ............................................. 76,964,590
Cost of shares redeemed ............................................... (2,135,475)
Redemption fees (Note A) .............................................. 23,796
-----------
Net increase in net assets from Fund share transactions ............... 74,852,911
-----------
Increase in net assets ................................................ 75,792,493
Net assets at beginning of period ..................................... 1,200
NET ASSETS AT END OF PERIOD (including accumulated net investment -----------
loss of $124,716) .................................................... $75,793,693
-----------

OTHER INFORMATION
- -----------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN FUND SHARES
Shares outstanding at beginning of period ............................. 100
-----------
Shares sold ........................................................... 6,064,272
Shares redeemed ....................................................... (167,533)
-----------
Net increase in Fund shares ........................................... 5,896,739
-----------
Shares outstanding at end of period ................................... 5,896,839
-----------
</TABLE>

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

17 - Scudder Emerging Markets Growth Fund

<PAGE>

FINANCIAL HIGHLIGHTS

<TABLE>

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

FOR THE PERIOD
MAY 8, 1996
(COMMENCEMENT)
OF OPERATIONS) TO
OCTOBER 31,
1996
- -------------------------------------------------------------------------------------------------
<S> <C>
------
Net asset value, beginning of period ...................................... $12.00
------
Income from investment operations:
Net investment loss ....................................................... (.02)
Net realized and unrealized gain on investments ........................... .86
------
Total from investment operations .......................................... .84
------
Redemption fees (Note A) .................................................. .01
------
Net asset value, end of period ............................................ $12.85
------
- -------------------------------------------------------------------------------------------------
TOTAL RETURN (%)(C) ....................................................... 7.08(d)**
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period ($ millions) .................................... 76
Ratio of operating expenses, net to average daily net assets (%) .......... 2.00*
Ratio of operating expenses before expense reductions, to average daily net
assets (%) ............................................................... 3.79*
Ratio of net investment loss to average daily net assets (%) .............. (.32)*
Portfolio turnover rate (%) ............................................... 19.5*
Average commission rate paid (b) .......................................... $.0006
<FN>

(a) Based on monthly average of shares outstanding during the period.
(b) Average commission rate paid per share of common and preferred stocks.
(c) Total return is higher due to maintenance of the Fund's expenses.
(d) Total return does not reflect the effect of the 2% redemption fee on shares held less than
one year.
* Annualized
** Not annualized
</FN>
</TABLE>

18 - Scudder Emerging Markets Growth Fund

<PAGE>
NOTES TO FINANCIAL STATEMENTS

A. Significant Accounting Policies

Scudder Emerging Markets Growth 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 National Association of
Securities Dealers Automatic Quotation ("NASDAQ") System, for which there have
been sales, are valued at the most recent sale price reported on such system. If
there are no such sales, the value is the high or "inside" bid quotation.
Securities which are not quoted on the NASDAQ System but are traded in another
over-the-counter market are valued at the most recent sale price on such market.
If no sale occurred, the security is then valued at the calculated mean between
the most recent bid and asked quotations. If there are no such bid and asked
quotations, the most recent bid quotation shall be used.

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

All other securities are valued at their fair value as determined in good faith
by the Valuation Committee of the Board of Directors. Securities valued in good
faith by the Valuation Committee of the Board of Directors at fair value
amounted to $671,830 (0.9% of net assets) and have been noted in the investment
portfolio as of October 31, 1996. Their values have been estimated by the Board
of Directors in the absence of readily ascertainable market values. However,
because of the inherent uncertainty of valuation, those estimated values may
differ significantly from the values that would have been used had a ready
market for the securities existed, and the difference could be material.

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

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

(i) market value of investment securities, other assets and 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.

19 - Scudder Emerging Markets Growth Fund

<PAGE>

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

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

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.

At October 31, 1996, the Fund had a net tax basis capital loss carry forward of
approximately $481,000, which may be applied against any realized net taxable
capital gains of each succeeding year until fully utilized or until October 31,
2004, the expiration date, whichever occurs first.

REDEMPTION FEES. In general, shares of the Fund may be redeemed at net asset
value. However, upon the redemption or exchange of shares held by shareholders
for less than one year, a fee of 2% of the current net asset value of the
shares will be assessed and retained by the Fund for the benefit of the
remaining shareholders. The redemption fee is included as an addition to
paid-in capital.

DISTRIBUTION OF INCOME AND GAINS. Distributions of net investment income are
made annually. During any particular year net realized gains from investment
transactions, in excess of available capital loss carryforwards, would be
taxable to the Fund if not distributed and, therefore, will be distributed to
shareholders annually. An additional distribution may be made to the extent
necessary to avoid the payment of a four percent federal excise tax. Earnings
and profits distributed to shareholders on redemption of Fund shares ("tax
equalization") may be utilized by the Fund, to the extent permissible, as part
of the Fund's dividends paid deduction on its federal income tax return.

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

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

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.

20 - Scudder Emerging Markets Growth Fund

<PAGE>

B. PURCHASES AND SALES OF SECURITIES

For the period May 8, 1996 (commencement of operations) to October 31, 1996,
purchases and sales of investment securities (excluding short-term investments)
aggregated $75,729,996 and $3,760,013, 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 1.25% 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
management fee until June 30, 1997 in order to maintain the annualized expenses
of the Fund at not more than 2.00% of average daily net assets. For the period
May 8, 1996 (commencement of operations) to October 31, 1996, the Adviser did
not impose any of its management fee amounting to $215,973.

Scudder Service Corporation ("SSC"), a subsidiary of the Adviser, is the
transfer, dividend paying and shareholder service agent for the Fund. Included
in services to shareholders is $65,697 charged to the Fund by SSC for the period
May 8, 1996 (commencement of operations) to October 31, 1996 and the amount not
imposed amounted to $58,166, of which $7,531 is unpaid at October 31, 1996.

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 May 8, 1996
(commencement of operations) to October 31, 1996, the amount charged to the Fund
by STC aggregated $1,553 and the amount not imposed amounted to $1,375.

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 May 8,
1996 (commencement of operations) to October 31, 1996, the amount charged to the
Fund by SFAC aggregated $38,540 and the amount not imposed amounted to $34,122,
of which $4,418 is unpaid at October 31, 1996.

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 May
8, 1996 (commencement of operations) to October 31, 1996, Directors' fees
aggregated $36,072.

21 - Scudder Emerging Markets Growth Fund

<PAGE>

D. INVESTING IN EMERGING MARKETS

Investing in emerging markets may involve special risks and considerations not
typically associated with investing in the United States. These risks include
revaluation of currencies, high rates of inflation, repatriation restrictions on
income and capital, and future adverse political and economic developments.
Moreover, securities issued in these markets may be less liquid, subject to
government ownership controls, delayed settlements, and their prices more
volatile than those of comparable securities in the United States.

22 - Scudder Emerging Markets Growth Fund

<PAGE>

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

REPORT OF INDEPENDENT ACCOUNTANTS

TO THE BOARD OF DIRECTORS OF INTERNATIONAL FUND, INC. AND THE SHAREHOLDERS
OF SCUDDER EMERGING MARKETS GROWTH FUND:

We have audited the accompanying statement of assets and liabilities of Scudder
Emerging Markets Growth Fund, including the investment portfolio, as of October
31, 1996, and the related statement of operations, the statement of changes in
net assets, and the financial highlights for the period May 8, 1996
(commencement of operations) to October 31, 1996. These financial statements and
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements and financial highlights are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of October 31, 1996 by
correspondence with the custodian and brokers. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Scudder Emerging Markets Growth Fund as of October 31, 1996, the results of its
operations, the changes in its net assets and the financial highlights for the
period May 8, 1996 (commencement of operations) to October 31, 1996, in
conformity with generally accepted accounting principles.

Boston, Massachusetts COOPERS & LYBRAND L.L.P.
December 5, 1996

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

23 - Scudder Emerging Markets Growth Fund

<PAGE>

This Page
intentionally
left blank.

24 - Scudder Emerging Markets Growth 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; President, Exeter Capital
Management Corporation

William H. Gleysteen, Jr.
Director; Consultant

Dudley H. Ladd*
Director

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

Dr. Wilson Nolen
Director; Consultant

Juris Padegs*
Director

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

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

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

Elizabeth J. Allan*
Vice President

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

Thomas F. McDonough*
Vice President and Secretary

Pamela A. McGrath*
Vice President and Treasurer

David S. Lee*
Vice President and Assistant
Treasurer

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

Kathryn L. Quirk*
Vice President and Assistant
Secretary

Richard W. Desmond*
Assistant Secretary

Coleen Downs Dinneen*
Assistant Secretary

*Scudder, Stevens & Clark, Inc.

25 - Scudder Emerging Markets Growth Fund
<PAGE>

Investment Products and Services

The Scudder Family of Funds
- --------------------------------------------------------------------------------

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

Tax Free Money Market+
Scudder Tax Free Money Fund
Scudder California Tax Free Money Fund*
Scudder New York Tax Free Money Fund*

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

Growth and Income
Scudder Balanced Fund
Scudder Growth and Income Fund

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

Growth
Scudder Capital Growth Fund
Scudder Classic Growth Fund
Scudder Development Fund
Scudder Emerging Markets Growth Fund
Scudder Global Discovery Fund
Scudder Global Fund
Scudder Gold Fund
Scudder Greater Europe Growth Fund
Scudder International Fund
Scudder Latin America Fund
Scudder Micro Cap Fund
Scudder Pacific Opportunities Fund
Scudder Quality Growth Fund
Scudder Small Company Value Fund
Scudder 21st Century Growth Fund
Scudder Value Fund
The Japan Fund

Retirement Plans and Tax-Advantaged Investments
- --------------------------------------------------------------------------------

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

Closed-End Funds#
- --------------------------------------------------------------------------------

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

Institutional Cash Management
- --------------------------------------------------------------------------------

Scudder Institutional Fund, Inc.
Scudder Fund, Inc.
Scudder Treasurers Trust(TM)++

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

26 - Scudder Emerging Markets Growth Fund
<PAGE>

How to Contact Scudder

Account Service and Information
- --------------------------------------------------------------------------------
For existing account service and transactions

Scudder Investor Relations
1-800-225-5163

For personalized information about your Scudder accounts;
exchanges and redemptions; or information on any Scudder fund

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

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

Scudder Investor Relations
1-800-225-2470

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

Scudder Defined Contribution Services
1-800-323-6105

Please address all correspondence to
- --------------------------------------------------------------------------------
The Scudder Funds
P.O. Box 2291
Boston, Massachusetts
02107-2291

Visit the Scudder World Wide Web Site at:
- --------------------------------------------------------------------------------
http://funds.scudder.com

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

Boca Raton New York
Boston San Francisco
Chicago

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

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

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

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

27 - Scudder Emerging Markets Growth 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>
PART C. OTHER INFORMATION
<TABLE>

Item 24. Financial Statements and Exhibits
- -------- ---------------------------------
<C> <S>
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, 1996
(Incorporated by reference to Post-Effective Amendment No. 49 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 two fiscal years
ended October 31, 1995
(Incorporated by reference to Post-Effective Amendment No. 47 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 fiscal year ended
October 31, 1995
(Incorporated by reference to Post-Effective Amendment No. 47 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

Included in Part B of this Registration Statement:

For Scudder International Fund:

Investment Portfolio as of March 31, 1996
Statement of Assets and Liabilities as of March 31, 1996
Statement of Operations for the fiscal year ended March 31, 1996
Statements of Changes in Net Assets for the two fiscal years ended March 31, 1996
Financial Highlights for the ten fiscal years ended March 31, 1996
Notes to Financial Statements
Report of Independent Accountants

Part C-Page 1
<PAGE>

(Incorporated by reference to Post-Effective Amendment No. 49 to the Registration Statement.)

For Scudder Latin America Fund:

Investment Portfolio as of October 31, 1995
Statement of Assets and Liabilities as of October 31, 1995
Statement of Operations for the fiscal year ended October 31, 1995
Statements of Changes in Net Assets for the two fiscal years ended October 31, 1995
Financial Highlights for the period December 8, 1992
(commencement of operations) to October 31, 1993 and for the two
fiscal years ended October 31, 1995
Notes to Financial Statements
Report of Independent Accountants
(Incorporated by reference to Post-Effective Amendment No. 47 to the Registration Statement.)

For Scudder Pacific Opportunities Fund:

For Scudder Greater Europe Growth Fund:

Investment Portfolio as of October 31, 1995
Statement of Assets and Liabilities as of October 31, 1995
Statement of Operations for the fiscal year ended October 31, 1995
Statement of Changes in Net Assets for the period October 10, 1994
(commencement of operations) to October 31, 1994 and for the fiscal year
ended October 31, 1995
Financial Highlights for the period October 10, 1994 (commencement of operations)
to October 31, 1994 and for the fiscal year ended October 31, 1995
Notes to Financial Statements
Report of Independent Accountants
(Incorporated by reference to Post-Effective Amendment No. 47 to the Registration Statement.)

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

Part C-Page 2
<PAGE>

Financial Highlights for the period May 8, 1996
(commencement of operations) to October 31, 1996
Notes to Financial Statements
Report of Independent Accountants

b. Exhibits:

1. (a) Articles of Amendment and Restatement of the Registrant as of
January 24, 1991.
(Incorporated by reference to Exhibit (b)(1) to Post-Effective
Amendment No. 33 to the Registration Statement.)

(b) Articles Supplementary dated September 17, 1992.
(Incorporated by reference to Exhibit 1(b) to Post-Effective
Amendment No. 35 to the Registration Statement.)

(c) Articles Supplementary dated December 1, 1992.
(Incorporated by reference to Exhibit 1(c) to Post-Effective
Amendment No. 37 to the Registration Statement.)

(d) Articles Supplementary dated August 3, 1994.
(Incorporated by reference to Exhibit 1(d) to Post-Effective
Amendment No. 43 to the Registration Statement.)

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

2. (a) Amended and Restated By-Laws of the Registrant dated March 4,
1991.
(Incorporated by reference to Exhibit (b)(2) to Post-Effective
Amendment No. 33 to the Registration Statement.)

(b) Amended and Restated By-Laws of the Registrant dated September 20,
1991.
(Incorporated by reference to Exhibit 2(b) to Post-Effective
Amendment No. 34 to the Registration Statement.)

(c) Amended and Restated By-Laws of the Registrant dated December 12,
1991.
(Incorporated by reference to Exhibit 2(c) to Post-Effective
Amendment No. 34 to the Registration Statement.)

3. Inapplicable.

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

5. (a) Investment Management Agreement between the Registrant, on behalf
of Scudder International Fund, and Scudder, Stevens & Clark, Inc.
dated December 14, 1990.
(Incorporated by reference to Exhibit (5) to Post-Effective
Amendment No. 33 to the Registration Statement.)

Part C-Page 3
<PAGE>

(b) Investment Management Agreement between the Registrant, on behalf
of Scudder Latin America Fund, and Scudder, Stevens & Clark, Inc.
dated December 7, 1992.
(Incorporated by reference to Exhibit (5)(b) to Post-Effective
Amendment No. 38 to the Registration Statement.)

(c) Investment Management Agreement between the Registrant, on behalf
of Scudder Pacific Opportunities Fund, and Scudder, Stevens &
Clark, Inc. dated December 7, 1992.
(Incorporated by reference to Exhibit (5)(c) to Post-Effective
Amendment No. 38 to the Registration Statement.)

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

(e) Investment Management Agreement between the Registrant on behalf
of Scudder International Fund, and Scudder, Stevens & Clark, Inc.
dated September 8, 1994.
(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.)

6. (a) Underwriting Agreement between the Registrant and Scudder Investor
Services, Inc., formerly Scudder Fund Distributors, Inc., dated
July 15, 1985.
(Incorporated by reference to Exhibit 6 to Post-Effective
Amendment No. 28 to the Registration Statement.)

(b) Underwriting Agreement between the Registrant and Scudder Investor
Services, Inc. dated September 17, 1992.
(Incorporated by reference to Exhibit 6(b) to Post-Effective
Amendment No. 37 to the Registration Statement.)

7. Inapplicable.

8. (a)(1) Custodian Contract between the Registrant and Brown Brothers
Harriman & Co. dated April 14, 1986.
(Incorporated by reference to Exhibit 8(a)(1) to Post-Effective
Amendment No. 28 to the Registration Statement.)

(a)(2) Custodian Contract between the Registrant, on behalf of Scudder
Latin America Fund, and Brown Brothers Harriman & Co. dated
December 7, 1992.
(Incorporated by reference to Exhibit 8(a)(2) to Post-Effective
Amendment No. 37 to the Registration Statement.)

Part C-Page 4
<PAGE>

(a)(3) Custodian Contract between the Registrant, on behalf of Scudder
Pacific Opportunities Fund, and Brown Brothers Harriman & Co.
dated December 7, 1992.
(Incorporated by reference to Exhibit 8(a)(3) to Post-Effective
Amendment No. 37 to the Registration Statement.)

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

(a)(5) Fee schedule for Exhibit 8(a)(1).
(Incorporated by reference to Exhibit 8(a)(2) to Post-Effective
Amendment No. 24 to the Registration Statement.)

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

(b)(1) Master Subcustodian Agreement between Brown Brothers Harriman &
Co. and Morgan Guaranty Trust Company of New York, Tokyo office,
dated November 8, 1976.
(Incorporated by reference to Exhibit 8(b)(1) to Post-Effective
Amendment No. 21 to the Registration Statement.)

(b)(2) Fee schedule for Exhibit 8(b)(1).
(Incorporated by reference to Exhibit 8(b)(2) to Post-Effective
Amendment No. 21 to the Registration Statement.)

(c)(1) Master Subcustodian Agreement between Brown Brothers Harriman &
Co. and Morgan Guaranty Trust Company of New York, Brussels
office, dated November 15, 1976.
(Incorporated by reference to Exhibit 8(c)(1) to Post-Effective
Amendment No. 21 to the Registration Statement.)

(c)(2) Fee schedule for Exhibit 8(c)(l).
(Incorporated by reference to Exhibit 8(c)(2) to Post-Effective
Amendment No. 23 to the Registration Statement.)

(d)(1) Subcustodian Agreement between Brown Brothers Harriman & Co. and
The Bank of New York, London office, dated January 30, 1979.
(Incorporated by reference to Exhibit 8(d)(1) to Post-Effective
Amendment No. 21 to the Registration Statement.)

(d)(2) Fee schedule for Exhibit 8(d)(1).
(Incorporated by reference to Exhibit 8(d)(2) to Post-Effective
Amendment No. 21 to the Registration Statement.)

(e)(1) Master Subcustodian Agreement between Brown Brothers Harriman &
Co. and The Chase Manhattan Bank, N.A., Singapore office, dated
June 9, 1980.
(Incorporated by reference to Exhibit 8(e)(1) to Post-Effective
Amendment No. 23 to the Registration Statement.)

Part C-Page 5
<PAGE>

(e)(2) Fee schedule for Exhibit 8(e)(1).
(Incorporated by reference to Exhibit 8(e)(2) to Post-Effective
Amendment No. 23 to the Registration Statement.)

(f)(1) Master Subcustodian Agreement between Brown Brothers Harriman &
Co. and The Chase Manhattan Bank, N.A., Hong Kong office, dated
June 4, 1979.
(Incorporated by reference to Exhibit 8(f)(1) to Post-Effective
Amendment No. 23 to the Registration Statement.)

(f)(2) Fee schedule for Exhibit 8(f)(1).
(Incorporated by reference to Exhibit 8(f)(2) to Post-Effective
Amendment No. 23 to the Registration Statement.)

(g)(1) Master Subcustodian Agreement between Brown Brothers Harriman &
Co. and Citibank, N.A. New York office, dated July 16, 1981.
(Incorporated by reference to Exhibit 8(g)(1) to Post-Effective
Amendment No. 24 to the Registration Statement.)

(g)(2) Fee schedule for Exhibit 8(g)(1).
(Incorporated by reference to Exhibit 8(g)(2) to Post-Effective
Amendment No. 24 to the Registration Statement.)

9. (a)(1) Transfer Agency and Service Agreement between the Registrant and
Scudder Service Corporation dated October 2, 1989.
(Incorporated by reference to Exhibit 9(a)(1) to Post-Effective
Amendment No. 32 to the Registration Statement.)

(a)(2) Fee schedule for Exhibit 9(a)(1).
(Incorporated by reference to Exhibit 9(a)(2) to Post-Effective
Amendment No. 32 to the Registration Statement.)

(a)(3) Service Agreement between Copeland Associates, Inc. and Scudder
Service Corporation dated June 8, 1995.
(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 Exhibit 9(b) to Post-Effective
Amendment No. 21 to the Registration Statement.)

(c)(1) COMPASS Service Agreement between the Registrant and Scudder Trust
Company dated January 1, 1990.
(Incorporated by reference to Exhibit 9(c)(1) to Post-Effective
Amendment No. 32 to the Registration Statement.)

(c)(2) Fee schedule for Exhibit (9)(c)(1).
(Incorporated by reference to Exhibit 9(c)(2) to Post-Effective
Amendment No. 32 to the Registration Statement.)

Part C-Page 6
<PAGE>

(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 Exhibit 9(c)(2) to Post-Effective
Amendment No. 32 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.)

10. Inapplicable.

11. Inapplicable.

12. Inapplicable.

13. Inapplicable.

14. (a) Scudder Flexi-Plan for Corporations and Self-Employed Individuals.
(Incorporated by reference to Exhibit 14(a) to Scudder Income Fund
Post-Effective Amendment No. 46 to its Registration Statement on
Form N-1A (File Nos. 2-13627 and 811-42).)

Part C-Page 7
<PAGE>

(b) Scudder Individual Retirement Plan.
(Incorporated by reference to Exhibit 14(b) to Scudder Income Fund
Post-Effective Amendment No. 46 to its Registration Statement on
Form N-1A (File Nos. 2-13627 and 811-42).)

(c) Scudder Funds 403(b) Plan.
(Incorporated by reference to Exhibit 14(c) to Scudder Income Fund
Post-Effective Amendment No. 46 to its Registration Statement on
Form N-1A (File Nos. 2-13627 and 811-42).)

(d) Scudder Employer - Select 403(b) Plan.
(Incorporated by reference to Exhibit 14(e)(2) to Scudder Income
Fund, Inc. Post-Effective Amendment No. 43 to its Registration
Statement on Form N-1A (File Nos. 2-13627 and 811-42).)

(e) Scudder Cash or Deferred Profit Sharing Plan under Section 401(k).
(Incorporated by reference to Exhibit 14(f) to Scudder Income
Fund, Inc. Post-Effective Amendment No. 43 to its Registration
Statement on Form N-1A (File Nos. 2-13627 and 811-42).)

15. Inapplicable.

16. Schedule for Computation of Performance Quotations.
(Incorporated by reference to Exhibit 16 to Post-Effective
Amendment No. 31 to the Registration Statement.)

17. Inapplicable.

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.

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 Dudley H. Ladd is incorporated by reference to the signature page of
Post-Effective Amendment No. 49.

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

None

Part C-Page 8
<PAGE>

Item 26. Number of Holders of Securities (as of December 31, 1996).
- -------- ----------------------------------------------------------
<CAPTION>
(1) (2)

Title of Class Number of Shareholders
<S> <C>
Capital Stock ($.01 par value per share)
Scudder International Fund 120,193
Scudder Latin America Fund 71,797
Scudder Pacific Opportunities Fund 35,684
Scudder Greater Europe Growth Fund 11,394
Scudder Emerging Markets Growth Fund 7,309

Item 27. Indemnification.
- -------- ----------------

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

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

TENTH: Liability and Indemnification
------ -----------------------------

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

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

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

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

Part C-Page 9
<PAGE>

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

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

ARTICLE V
---------

INDEMNIFICATION AND INSURANCE
-----------------------------

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

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

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

Part C-Page 10
<PAGE>

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
---- ------------------------------------
<CAPTION>
<S> <C>
Stephen R. Beckwith Director, Vice President, Assistant 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)**
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)**

Part C-Page 11
<PAGE>

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, Scudder, Stevens & Clark, Inc. (investment adviser)**
Trustee, Scudder GNMA Fund (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)*
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)**

Part C-Page 12
<PAGE>

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)*

Dudley H. Ladd Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Vice President & Trustee, Scudder Cash Investment Trust (investment company)*
Director, Scudder Global Fund, Inc. (investment company)**
Director, Scudder International Fund, Inc. (investment company)**
Director, Scudder Mutual Fund, Inc. (investment company)**
Trustee, Scudder Investment Trust (investment company)*
Trustee, Scudder Portfolio Trust (investment company)*
Trustee, Scudder Municipal Trust (investment company)*
Trustee, Scudder Securities Trust (investment company)*
Trustee, Scudder State Tax Free Trust (investment company)*
Trustee, Scudder Equity Trust (investment company)**
Trustee, Scudder Funds Trust (investment company)**
Vice President, Scudder U.S. Treasury Money Fund (investment company)*
President & Director, SFA, Inc. (advertising agency)*
Senior Vice President & Director, Scudder Investor Services, Inc. (broker/dealer)*

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)*

Part C-Page 13
<PAGE>

President & Trustee, Scudder Funds Trust (investment company)**
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 & 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)**
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)*
Trustee, Scudder Tax Free Money Fund (investment company)*
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)**
Vice President & Assistant Secretary, Scudder World Income Opportunities Fund, Inc.
(investment company)**
Vice President & Assistant Secretary, The Korea Fund, Inc. (investment company)**

Part C-Page 14
<PAGE>

Vice President & Assistant Secretary, The Brazil Fund, Inc. (investment company)**
Vice President & Assistant Secretary, Scudder Global 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 & 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 15
<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.

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 16
<PAGE>

(b)
<CAPTION>

(1) (2) (3)
Name and Principal Position and Offices with Positions and
Business Address Scudder Investor Services, Inc. Offices with Registrant
---------------- ------------------------------- -----------------------
<S> <C> <C>
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 Assistant None
345 Park Avenue Clerk
New York, NY 10154

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

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

Dudley H. Ladd Director and Senior Vice President Director
Two International Place
Boston, MA 02110

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

Thomas F. McDonough Assistant Clerk Vice President and
Two International Place Secretary
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
345 Park Avenue Assistant Treasurer
New York, NY 10154

Part C-Page 17
<PAGE>
<CAPTION>

Name and Principal Position and Offices with Positions and
Business Address Scudder Investor Services, Inc. Offices with Registrant
---------------- ------------------------------- -----------------------
<S> <C> <C>
Daniel Pierce Director, Vice President Chairman of the Board
Two International Place and Assistant Treasurer and Director
Boston, MA 02110

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

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

Benjamin Thorndike 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

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.

(1) (2) (3) (4) (5)
Net Underwriting Compensation on
Name of Principal Discounts and Redemptions Brokerage Other Compensation
Underwriter Commissions and Repurchases Commissions
----------- ----------- --------------- -----------
<S> <C> <C> <C> <C>
Scudder Investor None None None None
Services, Inc.

Item 30. Location of Accounts and Records.
- -------- ---------------------------------

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

Item 31. Management Services.
- -------- --------------------

Inapplicable.

Part C-Page 18
<PAGE>

Item 32. Undertakings
- -------- ------------

Inapplicable.
</TABLE>

Part C-Page 19
<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 4th day of February, 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> <C> <C>
/s/Nicholas Bratt
- --------------------------------------
Nicholas Bratt* President (Principal Executive February 4, 1997
Officer) and Director

/s/Paul Bancroft, III
- --------------------------------------
Paul Bancroft, III* Director February 4, 1997

/s/Thomas J. Devine
- --------------------------------------
Thomas J. Devine* Director February 4, 1997

/s/Keith R. Fox
- --------------------------------------
Keith R. Fox* Director February 4, 1997

/s/William H. Gleysteen, Jr.
- --------------------------------------
William H. Gleysteen, Jr.* Director February 4, 1997

/s/Dudley H. Ladd
- --------------------------------------
Dudley H. Ladd* Director February 4, 1997

/s/William H. Luers
- --------------------------------------
William H. Luers* Director February 4, 1997

<PAGE>

SIGNATURE TITLE DATE
- --------- ----- ----

/s/Wilson Nolen
- --------------------------------------
Wilson Nolen* Director February 4, 1997

- --------------------------------------
Kathryn L. Quirk Director, Vice President and February 4, 1997
Assistant Secretary

/s/Daniel Pierce
- --------------------------------------
Daniel Pierce* Chairman of the Board and Director February 4, 1997

/s/Gordon Shillinglaw
- --------------------------------------
Gordon Shillinglaw* Director February 4, 1997

/s/Pamela A. McGrath
- --------------------------------------
Pamela A. McGrath Vice President and Treasurer February 4, 1997
(Principal Financial and Accounting
Officer)

</TABLE>

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

<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. 51

TO REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AND

AMENDMENT NO. 31

TO REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

SCUDDER INTERNATIONAL FUND, INC.

<PAGE>

SCUDDER INTERNATIONAL FUND, INC.

EXHIBIT INDEX