SCUDDER INTERNATIONAL FUND INC
N-30D, 1998-05-05
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Scudder
International
Growth and
Income Fund


Annual Report
February 28, 1998


Pure No-Load(TM) Funds


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


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


SCUDDER                    (logo)


<PAGE>

                  Scudder International Growth and Income Fund


- --------------------------------------------------------------------------------
Date of Inception:  6/30/97  Total Net Assets as of       Ticker Symbol:  SIGIX
                              2/28/98: $49 million 
- --------------------------------------------------------------------------------
       
o For the abbreviated annual period beginning with the Fund's start of
operations on June 30, 1997, and ending February 28, 1998, Scudder International
Growth and Income Fund provided a total return of 5.80%, versus a 2.11% total
return for the unmanaged MSCI EAFE plus Canada Index for the same period.


o The Fund's country allocations contributed to its strong relative performance,
with an underweighting in Japan and a significant overweighting in Western
Europe.


o In pursuit of its objective of long-term growth of capital and current income,
the Fund maintained its "relative yield" approach of seeking to purchase
companies that have high yields relative to the median for their market.



                                Table of Contents

   3  Letter from the Fund's Chairman      19  Notes to Financial Statements    
   4  Performance Update                   23  Report of Independent Accountants
   5  Portfolio Summary                    24  Tax Information                  
   6  Portfolio Management Discussion      25  Shareholder Meeting Results      
   9  Glossary of Investment Terms         28  Officers and Directors           
  11  Investment Portfolio                 29  Investment Products and Services 
  15  Financial Statements                 30  Scudder Solutions                
  18  Financial Highlights                 


                2 - Scudder International Growth and Income Fund

<PAGE>
  
                         Letter from the Fund's Chairman

Dear Shareholders,

     We are pleased to present the first annual report for Scudder International
Growth and Income Fund, covering the abbreviated fiscal period beginning with
the Fund's inception on June 30, 1997, and ending February 28, 1998. The
eight-month period was rewarding for investors since the Fund significantly
outperformed its benchmark index during an especially volatile period marked by
the Southeast Asian currency crisis.

     The state of the Pacific Rim economies remains a crucial consideration for
investors going forward. Securities of Asian companies were largely absent from
the Fund's portfolio during this troubled period for that region. Moreover, the
Fund was able to identify issuers that were beneficiaries of the weakened Asian
markets, such as some companies in Western Europe. Continued volatility is
anticipated in the international markets in the near future, but we believe that
the Fund's conservative, yield-oriented approach has positioned it well for
investors who wish to keep some of their portfolio invested abroad, but with
less risk than more aggressive international funds.

     At the beginning of 1998, the Fund's investment adviser changed its name to
Scudder Kemper Investments, Inc., from Scudder, Stevens & Clark, Inc., pursuant
to the acquisition of a majority interest in Scudder, Stevens & Clark by Zurich
Insurance Company, and the combining of Scudder's business with that of Zurich
Kemper Investments, Inc. We think these changes are positive and broaden our
resources in managing the Fund.

     For those of you who are interested in new Scudder products, we recently
introduced three new industry sector funds as a part of our Choice Series funds:
Scudder Financial Services Fund, which seeks long-term growth by investing in
financial services companies in the U.S. and abroad; Scudder Health Care Fund,
which seeks long-term growth from health care companies located around the
world; and Scudder Technology Fund, which pursues long-term growth by investing
in companies that develop, produce, or distribute technology. In addition, April
6, 1998 marked the debut of our newest entrant in the growth and income
category: Scudder Real Estate Investment Fund, investing in equity securities of
companies in the real estate industry. For further information on these new
funds, please call 1-800-225-2470.

     Thank you for your continued investment in Scudder International Growth and
Income Fund. If you have any questions about your account, please call Scudder
Investor Relations at the toll-free number above, or visit our Internet Web site
at http://funds.scudder.com.

     Sincerely,

     /s/Daniel Pierce

     Daniel Pierce
     Chairman,
     Scudder International Growth and Income Fund


                3 - Scudder International Growth and Income Fund

<PAGE>
  
PERFORMANCE UPDATE as of February 28, 1998
- ----------------------------------------------------------------
FUND INDEX COMPARISONS
- ----------------------------------------------------------------
                        Total Return
                       --------------
Period Ended  Growth of             Average
2/28/98        $10,000  Cumulative  Annual
- --------------------------------------------
SCUDDER INTERNATIONAL GROWTH AND INCOME FUND
- --------------------------------------------
Life of Fund*  $ 10,580    5.80%      --
- --------------------------------------------
MSCI EAFE PLUS CANADA INDEX
- --------------------------------------------
Life of Fund*  $ 10,211    2.11%      --

* The Fund commenced operations on June 30, 1997.
  Index comparisons begin June 30, 1997.

- -----------------------------------------------------------------
GROWTH OF A $10,000 INVESTMENT
- ----------------------------------------------------------------- 
 
A chart in the form of a line graph appears here,
illustrating the Growth of a $10,000 Investment.
The data points from the graph are as follows:


SCUDDER INTERNATIONAL GROWTH AND INCOME FUND
Date            Amount
- ----------------------
6/97*          $10,000
7/97           $10,158
8/97           $ 9,708
9/97           $10,342
10/97          $ 9,725
11/97          $ 9,608
12/97          $ 9,771
1/98           $ 9,996
2/98           $10,580

MSCI EAFE PLUS CANADA INDEX
Year            Amount
- ----------------------
6/97*          $10,000
7/97           $10,184
8/97           $ 9,433
9/97           $ 9,963
10/97          $ 9,211
11/97          $ 9,108
12/97          $ 9,195
1/98           $ 9,587
2/98           $10,211

The Morgan Stanley Capital International (MSCI) Europe, Australia, the 
Far East (EAFE) & Canada Index is an unmanaged capitalization-weighted 
measure of stock markets in Europe, Australia, the Far East and Canada. 
Index returns assume dividends reinvested net of withholding tax and, 
unlike Fund returns, do not reflect any fees or expenses.

- -----------------------------------------------------------------
RETURNS AND PER SHARE INFORMATION
- -----------------------------------------------------------------

A chart in the form of a bar graph appears here,
illustrating the Fund Total Return (%) and Index Total
Return (%) with the exact data points listed in the table
below.

YEARLY PERIOD ENDED FEBRUARY 28     

                         1998*
                       --------
NET ASSET VALUE         $12.68
INCOME DIVIDENDS        $  .02
FUND TOTAL RETURN (%)     5.80
INDEX TOTAL RETURN (%)    2.11

Performance is historical and assumes reinvestment of all dividends and
capital gains and is not indicative of future results. Total return and
principal value will fluctuate, so an investor's shares, when redeemed, 
may be worth more or less than when purchased. If the Adviser had not
maintained the Fund's expenses, the total return for the life of Fund
period would have been lower.
                                       
                4 - Scudder International Growth and Income Fund

<PAGE>


PORTFOLIO SUMMARY as of February 28, 1998
- ---------------------------------------------------------------------------
GEOGRAPHICAL
(Excludes 2% Cash Equivalents)
- ---------------------------------------------------------------------------
Europe                             77%             
Japan                              12%
Pacific Basin                       6%        
Canada                              4%        
Latin America                       1%
- --------------------------------------                               
                                  100%
- --------------------------------------                                 

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

We view Europe as well 
positioned to profit from the
implementation of the European
Monetary Union.

- --------------------------------------------------------------------------
SECTORS
(Excludes 2% Cash Equivalents)
- --------------------------------------------------------------------------
Financial                                 32%             
Manufacturing                             18%  
Communications                             9%
Consumer Discretionary                     6%   
Transportation                             6%              
Service Industries                         6%
Consumer Staples                           5%               
Durables                                   5%
Construction                               5%
Other                                      8%        
- ---------------------------------------------                               
                                         100%
- ---------------------------------------------                         
                        
A graph in the form of a pie chart appears here,
illustrating the exact data points in the above table.

Sector weightings in banks and
consumer non-durables
contributed to the
outperformance of the Fund
versus its benchmark index.

- --------------------------------------------------------------------------
TEN LARGEST EQUITY HOLDINGS
(26% OF PORTFOLIO)
- --------------------------------------------------------------------------
1. BANK AUSTRIA AG
   Commercial and corporate banking and
   financial services in Austria
2. ALLIED IRISH BANK PLC
   Bank in Ireland
3. BCE, INC.
   Telecommunication services in Canada
4. CREDIT SUISSE GROUP
   Provider of bank services, management services
   and life insurance in Switzerland
5. SCOR SA
   Property, casualty and life reinsurance
   company in France
6. LA RINASCENTE SPA
   Department store chain in Italy
7. RWE AG
   Producer and marketer of petroleum and
   chemical products in Germany
8. MBL INTERNATIONAL FINANCE BERMUDA
   Bank in Japan
9. BHF-BANK AG
   Universal banking services in Germany
10.TELECOM ITALIA SPA
   Telecommunications, electronics, and network
   construction in Italy                         
                       
Bank Austria and Allied Irish
Bank illustrate the Fund's
concentrations in Western
European companies and the
banking sector.

For more complete details about the Fund's investment portfolio,
see page 11. A monthly Investment Portfolio Summary and quarterly Portfolio
Holdings are available upon request.

                5 - Scudder International Growth and Income Fund
<PAGE>
                         Portfolio Management Discussion

In the following interview, Lead Portfolio Manager Sheridan Reilly discusses
Scudder International Growth and Income Fund's strategy and the market
environment during the period June 30, 1997 through February 28, 1998.

Q: Could you discuss the Fund's performance over the eight months since it began
operations?

A: The last eight months were characterized by significant problems in many of
the Asian and Pacific Rim economies and encouraging signs of strength in some
Western European markets.

The currency and banking problems and the subsequent IMF (International Monetary
Fund) intervention in many of the Asian economies have created a difficult
investment environment there. The problems in these economies also warrant a
critical look at the Japanese banking system, since these banks have invested
heavily in their neighboring Pacific Rim economies. In Western Europe conditions
have been more benign, as many companies are realizing the benefits of recent
consolidations and restructurings and consumer demand has been relatively
strong. For the period, the Scudder International Growth and Income Fund
realized a total return of +5.80% versus a +2.11% total return for the unmanaged
MSCI EAFE plus Canada Index. Once again, our relatively conservative value
approach to investing has served us well in this difficult environment.

Q: Could you give an overview of the Fund's investment discipline?

A: In pursuit of its objective of long-term growth of capital and current
income, the Fund invests primarily in dividend-paying common stocks and
preferred stocks of companies listed on foreign stock exchanges. We generally
look for well-capitalized, established companies in mature overseas markets.

In selecting stocks for purchase, one of the first criteria we look for are
companies that have high yields relative to the median for their market. This
"relative yield" approach has been applied previously by Scudder's domestic
Growth and Income team. We look to purchase companies whose dividend yields are
more than 25% above their respective market median. On the flip side, if the
yield of a stock we are holding falls to 25% below its market median, we will
consider selling that stock.

Once we have identified companies with the requisite relative yields, we
undertake an extensive company analysis. This fundamental analysis is integral
to our investment decision process. It entails a review of the companies'
financial statements and earnings estimates, as well as an evaluation of the
quality and tenure of management.

As a complement to the fundamental company analysis discussed above, extensive
consideration is also given to country and sector diversification. Sector
diversification can reduce investment risk as well as position the portfolio to
accommodate changes in economic factors such as inflation, GDP growth and
interest rate levels in the countries where we invest. Country diversification
allows us to pursue a broader range of investment opportunities and reduce
currency exchange risk.

Q: The Fund outperformed the MSCI EAFE plus Canada Index in this period. To what
investment decisions do you attribute this?

A: Perhaps the most significant factor in our strong relative performance was
our country allocation. Relative to EAFE we were underweighted in Japan, which

                6 - Scudder International Growth and Income Fund

<PAGE>

represents roughly 10% of our portfolio. The difficulties experienced by the
Pacific Rim economies have been the prevalent economic story. These problems
affected Japan for two reasons: its trading partners were seriously weakened and
Japanese banks have lent heavily to these economies. The magnitude of these
problems was reflected in the EAFE over much of this period. Because of our
underweighting in Japan, these problems had significantly less effect on our
portfolio than they did on the index.

While we were underweighted in Japan, we were overweighted in Western Europe.
These holdings were not greatly affected by the problems in Asia and performed
well for us over most of this period. Given its concentration of established
companies with strong balance sheets that operate in mature markets, Western
Europe aligns nicely with the Fund's investment objectives. Additionally, many
of these companies are undergoing the consolidation and restructuring that so
many U.S. companies experienced in the past decade. Consequently, we find many
of these companies to be attractive at these valuations. These factors are
reflected in our portfolio weightings with Western European countries
representing nearly 80% of the portfolio.

Our pursuit of value in Western Europe also afforded us some protection against
the extremely volatile Asian currency markets during this period. The European
currencies held up extremely well and some even benefited from the problems in
Asia as there was a flight from the weaker currencies of the Far East to the
stronger, more stable currencies of the U.S. and Western Europe.

Beyond country allocation, our sector weightings also worked well. Two sectors
which performed well for the Fund were consumer-nondurables and banks.

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

A: I mentioned above that the portfolio is heavily weighted in Western Europe,
so I suppose it's not too surprising that a few companies that best illustrate
our approach would be located there. As the European economies strengthen, so
will the demand for consumer goods, and we are positioned well in that industry
sector. One consumer stock we bought was the Italian retailer Rinascente. The
company has been modernizing its approach to marketing, as well as making
excellent gains in increasing sales per square foot in existing stores and
finding attractive sites for opening new stores. It has also been helped by an
increase in consumer spending.

Bank of Austria and Allied Irish Bank are two other good examples of our
investment approach. European banks are established, well regulated, and,
because they are active in the capital markets, they will benefit from the
strengthening economies there. Bank of Austria offers an attractive yield and we
feel it is undervalued at these levels. Allied Irish Bank offers an attractive
yield and we believe it has strong prospects for growth. The Irish economy
continues to strengthen with further integration with the European Union and
Dublin is becoming an increasingly important financial center. Allied Irish Bank
is well positioned to take advantage of these changes.

                7 - Scudder International Growth and Income Fund

<PAGE>

Q: What is your outlook for International Equities?

A: We think the markets will continue to be volatile. The problems in the
Pacific Rim are still not completely worked out. Bank lending there will have to
be monitored for improvements in lending practices and the creditworthiness of
debtors. In Japan, needed government policies to encourage economic growth are
meeting political resistance, and the banking system is still fragile because of
its dependence on Pacific Rim neighbors. By contrast, Europe seems poised to
realize the benefits of closer integration of its economies and the
restructuring and consolidation of its industries.

In this environment we will seek to adhere to our investment discipline of
investing in well-run companies that offer high "relative yields" and strong
balance sheets. We will continue our rigorous fundamental analysis and closely
monitor our sector and country allocations. We intend to remain fully invested
and to take profits as stocks reach their target prices and yields and to
purchase stocks that meet our yield and other valuation criteria.

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


                              Scudder International
                             Growth and Income Fund:
                          A Team Approach to Investing

  Scudder International Growth and Income Fund is managed by a team of Scudder
  Kemper Investments, Inc. (the "Adviser") 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 a large staff of economists, research analysts, traders,
  and other investment specialists who work in our offices across the United
  States and abroad. We believe our team approach benefits Fund investors by
  bringing together many disciplines and leveraging the Adviser's extensive
  resources.

  Lead Portfolio Manager Sheridan Reilly joined the Adviser in 1995 and is a
  member of the Adviser's Global Equity Group. Mr. Reilly has over 10 years of
  industry experience focusing on strategies for global portfolios, currency
  hedging, and foreign equity markets. Portfolio Manager Irene T. Cheng joined
  the Adviser in 1993. Ms. Cheng, who has over 13 years of industry experience,
  focuses on portfolio management, research, and equity analysis for the
  Adviser's institutional international equity accounts. Deborah A. Chaplin,
  Portfolio Manager, joined the Adviser in 1996 and has over five years of
  experience as a securities analyst and portfolio manager.

                8 - Scudder International Growth and Income Fund
<PAGE>

                          Glossary of Investment Terms


 CURRENCY EXCHANGE RATE           The price at which one country's currency can
                                  be exchanged into another country's currency.
                                  When a country's currency rises relative to  
                                  other currencies, this decreases the buying  
                                  power of foreign purchasers of that country's
                                  goods and services and tends to hurt the     
                                  earnings of companies that export; by        
                                  contrast, a weak currency promotes exports.  
                                  From the perspective of a U.S. investor in   
                                  overseas securities, a weakening U.S. dollar 
                                  adds to total returns, as assets denominated 
                                  in foreign currencies then translate into    
                                  more in dollar terms; a strengthening dollar 
                                  relative to foreign currencies reduces       
                                  returns to U.S. investors.                   
                                  
 DIVIDEND YIELD                   With stocks, a company's payment out of       
                                  earnings to shareholders divided by its share 
                                  price. For example, a stock that sells for    
                                  $10 and pays annual dividends totaling $1 has 
                                  a yield of 10%; if the stock price goes up to 
                                  $20, the yield would fall to 5%.              
                                  
 EMU (EUROPEAN MONETARY UNION)    A proposed integration of European economies 
                                  involving among other changes a move to a    
                                  single currency for member nations. To       
                                  qualify for EMU membership, nations will be  
                                  required to meet certain guidelines          
                                  concerning total governmental debt and annual
                                  budget deficits, designed to ensure a strong 
                                  common currency.                             
                                  
 FUNDAMENTAL RESEARCH             Analysis of companies based on the projected 
                                  impact of management, products, sales, and   
                                  earnings on their balance sheets and income  
                                  statements. Distinct from technical analysis,
                                  which evaluates the attractiveness of a stock
                                  based on historical price and trading volume 
                                  movements, rather than the financial results 
                                  of the underlying company.                   
                                  
 GROWTH STOCK                     Stock of a company that has displayed above 
                                  average earnings growth and is expected to  
                                  continue to increase profits rapidly going  
                                  forward. Stocks of such companies usually   
                                  trade at higher multiples to earnings (see  
                                  price/earnings ratio) and experience more   
                                  price volatility than the market as a whole.
                                  Distinct from value stock.                  
                                   
 LIQUIDITY                        A stock that is liquid has enough shares    
                                  outstanding and a substantial enough market 
                                  capitalization to allow large purchases and 
                                  sales to occur without causing a significant
                                  move in its market price as a result.  

                9 - Scudder International Growth and Income Fund

<PAGE>

                                  
 MARKET CAPITALIZATION            The value of a company's outstanding shares
                                  of common stock, determined by the number of
                                  shares outstanding multiplied by the share 
                                  price (shares x price = market             
                                  capitalization). The universe of publicly  
                                  traded companies is frequently divided into
                                  large-, mid-, and small-capitalization.    
                                  "Large-cap" stocks tend to be more liquid. 
                                  
 PRICE/EARNINGS RATIO             A widely used gauge of a stock's valuation   
                                  that indicates what investors are paying for 
                                  a company's earning power at the current     
                                  stock price. May be based on a company's     
                                  projected earnings for the coming 12 months. 
                                  A higher "earnings multiple" indicates higher
                                  expected earnings growth, along with greater 
                                  risk of earnings disappointments.            
                                  
 VALUE STOCK                      A company whose stock price does not fully   
                                  reflect its intrinsic value, as indicated by 
                                  price/earnings ratio, price/book value ratio,
                                  dividend yield, or some other valuation      
                                  measure, relative to its industry or the     
                                  market overall. Value stocks tend to display 
                                  less price volatility and may carry higher   
                                  dividend yields. Distinct from growth stock. 
                                  
 WEIGHTING (OVER/UNDER)           Refers to the allocation of assets -- usually
                                  in terms of sectors, industries, or countries
                                  -- within a portfolio relative to the        
                                  portfolio's benchmark index or investment    
                                  universe.                                    
                                  
(Sources: Scudder Kemper Investments, Inc.; Barron's Dictionary of Finance and
Investment Terms)

                10 - Scudder International Growth and Income Fund

<PAGE>
                  Investment Portfolio as of February 28, 1998

<TABLE>
<CAPTION>
                                                                                              Principal              Market
                                                                                             Amount ($)             Value ($)
- ------------------------------------------------------------------------------------------------------------------------------
Repurchase Agreements 2.3%
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                            <C>                   <C>      
Repurchase Agreement with Donaldson, Lufkin & Jenrette dated 2/27/98 at 5.63%, 
  to be repurchased at $1,127,529 on 3/2/98, collateralized by a $906,000 U.S.                                     -----------
  Treasury Bond, 8.125%, 8/15/19 (Cost $1,127,000) ......................................      1,127,000             1,127,000
                                                                                                                   -----------
Convertible Bonds 5.5%
- ------------------------------------------------------------------------------------------------------------------------------
Hong Kong 1.4%
Hysan Development Finance Co., Ltd., 6.75%, 6/1/00 (Investment holding company) .........        680,000               663,000
                                                                                                                   -----------
Japan 2.3%
MBL International Finance Bermuda, 3%, 11/30/02 (Bank) ..................................      1,046,000             1,127,065
                                                                                                                   -----------
Netherlands 1.8%
BPH Finance Co., 3%, 5/22/02 (Finance company) ..........................................        700,000               854,000
- ------------------------------------------------------------------------------------------------------------------------------
Total Convertible Bonds (Cost $2,654,782)                                                                            2,644,065
- ------------------------------------------------------------------------------------------------------------------------------

                                                                                                 Shares
- ------------------------------------------------------------------------------------------------------------------------------
Preferred Stocks 3.7%
- ------------------------------------------------------------------------------------------------------------------------------
Austria
Bank Austria AG* (Commercial and corporate banking and financial services)                                         -----------
  (Cost $1,004,633) .....................................................................         27,490             1,801,737
                                                                                                                   -----------

Common Stocks 88.0%
- ------------------------------------------------------------------------------------------------------------------------------
Australia 2.8%
Commonwealth Bank of Australia (Bank) ...................................................         52,267               647,537
Foster's Brewing Group, Ltd. (Leading brewery) ..........................................        321,810               709,998
                                                                                                                   -----------
                                                                                                                     1,357,535
                                                                                                                   -----------
Brazil 1.0%
Aracruz Celulose S.A. (ADR) "B" (Producer of eucalyptus kraft pulp) .....................         37,400               511,912
                                                                                                                   -----------
Canada 4.4%
BCE, Inc. (Telecommunication services) ..................................................         34,300             1,217,038
Moore Corp. Ltd. (Manufacturer of business communication products) ......................         58,400               910,929
                                                                                                                   -----------
                                                                                                                     2,127,967
                                                                                                                   -----------
Finland 2.0%
Merita Ltd. "B" (Financial services group) ..............................................        179,210               976,125
                                                                                                                   -----------
France 10.5%
Accor S.A. (Catering, hotels, travel services) ..........................................          2,361               545,847
Dexia France (Municipal and local development financing) ................................          7,820               999,119
Havas S.A. (Advertising, publishing and broadcasting conglomerate) ......................         11,535               900,760
Scor S.A. (Property, casualty and life reinsurance company) .............................         23,167             1,198,063
</TABLE>

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


                11 - Scudder International Growth and Income Fund
<PAGE>

<TABLE>
<CAPTION>
                                                                                                                     Market
                                                                                                 Shares             Value ($)
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                              <C>                 <C>      
Societe Nationale Elf Aquitaine (Petroleum company) .....................................          5,550               632,434
Sommer-Allibert (Manufacturer of plastic products for automotive industry) ..............         21,529               840,415
                                                                                                                   -----------
                                                                                                                     5,116,638
                                                                                                                   -----------
Germany 9.3%
BHF-Bank AG (Universal banking services) ................................................         36,930             1,054,416
Bayer AG (Leading chemical producer) ....................................................         21,656               913,151
Dyckerhoff AG (pfd.) (Producer of cement, ready-mixed concrete and finishing
  products) .............................................................................          2,508               688,430
Hochtief AG (Construction and civil engineering services) ...............................         19,214               667,208
RWE AG (Producer and marketer of petroleum and chemical products) .......................         20,990             1,161,001
                                                                                                                   -----------
                                                                                                                     4,484,206
                                                                                                                   -----------
Ireland 3.2%
Allied Irish Bank PLC (Bank) ............................................................        119,460             1,556,906
                                                                                                                   -----------
Italy 5.7%
Banca Commerciale Italiana SpA (Commercial bank) ........................................        126,000               575,915
La Rinascente SpA di Risparmio (Department store chain) .................................        237,000             1,180,061
Telecom Italia SpA di Risparmio (Telecommunications, electronics, network 
  construction) .........................................................................        207,000             1,005,788
                                                                                                                   -----------
                                                                                                                     2,761,764
                                                                                                                   -----------
Japan 9.5%
East Japan Railway Co. (Railroad operator) ..............................................             86               407,088
Matsushita Electric Works, Inc. (Leading maker of building materials and 
  lighting equipment) ...................................................................         65,000               649,382
Nintendo Co., Ltd. (Game equipment manufacturer) ........................................         10,200               938,154
Nippon Meat Packers, Inc. (Leading meat processor) ......................................         69,000               908,183
Sakura Bank Ltd. (Full service bank) ....................................................        207,000               866,603
Teijin Ltd. (Manufacturer of polyester products) ........................................        268,000               822,360
                                                                                                                   -----------
                                                                                                                     4,591,770
                                                                                                                   -----------
Netherlands 4.9%
KLM Royal Dutch Air Lines NV (World-wide full service airline) ..........................         24,970               904,892
Koninklijke Nedlloyd Groep NV (Container shipping and transportation) ...................         28,570               666,482
Royal Dutch Petroleum Co. (Owner of 60% of Royal Dutch/Shell Group) .....................         14,900               815,410
                                                                                                                   -----------
                                                                                                                     2,386,784
                                                                                                                   -----------
New Zealand 1.4%
Telecom Corp. of New Zealand (Telecommunication services) ...............................        140,800               675,014
                                                                                                                   -----------
Portugal 1.5%
Portugal Telecom S.A. (Telecommunication services) ......................................         13,950               732,037
                                                                                                                   -----------
</TABLE>

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


               12 - Scudder International Growth and Income Fund
<PAGE>

<TABLE>
<CAPTION>
                                                                                                                     Market
                                                                                                 Shares             Value ($)
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                              <C>                <C>      
Spain 5.7%
Autopistas del Mare Nostrum S.A. (Builder and operator of toll motorways) ...............         34,000               729,709
Banco Bilbao Vizcaya S.A. (Commercial bank) .............................................         15,150               692,667
Compania Telefonica Nacional de Espana S.A. (Telecommunication services) ................         19,100               657,121
Iberdrola S.A. (Electric utility) .......................................................         46,100               667,095
                                                                                                                   -----------
                                                                                                                     2,746,592
                                                                                                                   -----------
Sweden 4.8%
AssiDoman AB (Forestry group) ...........................................................         20,540               505,861
OM Gruppen AB (Free) (Operator of financial exchanges and clearing organizations) .......         17,390               786,996
Skanska AB "B" (Free) (International construction company) ..............................         11,900               538,542
Svedala Industri AB (Manufacturer of machinery for construction, mineral 
  processing and materials handling) ....................................................         26,670               473,452
                                                                                                                   -----------
                                                                                                                     2,304,851
                                                                                                                   -----------
Switzerland 6.5%
Credit Suisse Group (Registered) (Provider of bank services, management services 
  and life insurance) ...................................................................          6,716             1,213,432
Georg Fischer AG (Bearer) (Manufacturer of automotive products and piping systems) ......            557               938,017
Sika Finanz AG (Registered) (Manufacturer of water management products and systems) .....         18,160               990,523
                                                                                                                   -----------
                                                                                                                     3,141,972
                                                                                                                   -----------
United Kingdom 14.8%
Albright & Wilson PLC (Manufacturer of phosphates, surfactants and specialty 
  chemicals) ............................................................................        246,420               648,775
Courtaulds Textiles PLC (Producer of clothing, fabrics and home furnishings) ............        133,440               742,165
Dorling Kindersley Holdings PLC (Book publisher) ........................................        165,700               567,131
Elementis PLC (Producer of specialty performance chemicals) .............................        174,762               365,215
Energy Group PLC (Electricity generation and distribution) ..............................         68,640               878,729
General Electric Co., PLC (Manufacturer of power, communications and defense 
  equipment and other various electrical components) ....................................         92,450               603,942
Laporte PLC (Producer of specialty chemicals) ...........................................         47,225               514,238
Man (ED&F) Group PLC (Commodities trading company) ......................................          1,150                 4,636
Rank Group PLC (Diversified leisure services: hotels, amusement machines, 
  restaurants, film and television) .....................................................        110,710               606,698
Royal & Sun Alliance Insurance Group PLC (Multi-line insurance holding company) .........         75,000               954,596
Tomkins PLC (Manufacturer of fluid controls, industrial products, garden and 
  leisure products) .....................................................................        116,150               670,848
Transport Development Group PLC (Distribution, leasing, storage and transport 
  services) .............................................................................        157,230               602,822
                                                                                                                   -----------
                                                                                                                     7,159,795
- ------------------------------------------------------------------------------------------------------------------------------
Total Common Stocks (Cost $38,481,565)                                                                              42,631,868
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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


                13 - Scudder International Growth and Income Fund
<PAGE>

<TABLE>
<CAPTION>
                                                                                                                     Market
                                                                                              Contracts             Value ($)
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>        <C>            <C>      
Purchased Options 0.5%
- ------------------------------------------------------------------------------------------------------------------------------
Call on Japan Stock Index, strike price 180 JPY, expire 6/20/98 (Cost $131,598) ......... JPY        337               231,687
                                                                                                                   -----------
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
Total Investment Portfolio -- 100.0% (Cost $43,399,578) (a)                                                         48,436,357
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

  *   Non-income producing security.

      Currency abbreviations:
      JPY      Japanese Yen

 (a)  The cost for federal income tax purposes was $43,409,492. At February 28,
      1998, net unrealized appreciation for all securities based on tax cost was
      $5,026,865. This consisted of aggregate gross unrealized appreciation for
      all securities in which there was an excess of market value over tax cost
      of $6,763,725 and aggregate gross unrealized depreciation for all
      securities in which there was an excess of tax cost over market value of
      $1,736,860.
    
      At February 28, 1998, outstanding written options were as follows:

<TABLE>
<CAPTION>
                                                             Expiration           Strike Price         Market
      Call Options                              Shares          Date                 (GBP)            Value($)
      ------------                            -------------------------------------------------------------------
      <S>                                       <C>            <C>                    <C>               <C>  
      General Electric Co. .................    78,453         4/15/98                4.27               8,649

      Royal & Sun Alliance .................    48,536         4/15/98                6.943             66,688
                                                                                                     ---------
      Total outstanding written options (Premiums received $26,005) ..............................      75,337
                                                                                                     =========
</TABLE>

      Transactions in written options for the period June 30, 1997 (commencement
      of operations) to February 28, 1998 were:

                                                 Options on Securities
                                            --------------------------------
                                                                Premiums
                                                 Shares       Received ($)
                                            --------------- ----------------
      Outstanding at June 30, 1997 .......            --              --
                                            --------------- ----------------
      Written:

      General Electric Co. ...............        78,453          11,052
 
      Royal & Sun Alliance ...............        48,536          14,953
                                                             -----------
      Outstanding at February 28, 1998                            26,005
                                                             ===========

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


                14 - Scudder International Growth and Income Fund
<PAGE>

                              Financial Statements

                       Statement of Assets and Liabilities
                             as of February 28, 1998

<TABLE>
<CAPTION>
Assets
- ----------------------------------------------------------------------------------------------------------------------------
<S>              <C>                                                                        <C>          
                 Investments, at market (identified cost $43,399,578) ................      $  48,436,357
                 Receivable for investments sold .....................................            445,269
                 Dividends, distributions and interest receivable ....................            336,307
                 Receivable for Fund shares sold .....................................            216,762
                 Foreign taxes recoverable ...........................................              8,540
                 Deferred organization expenses ......................................             35,571
                                                                                           ----------------
                 Total assets ........................................................         49,478,806
Liabilities
- ----------------------------------------------------------------------------------------------------------------------------
                 Payable for Fund shares redeemed ....................................            164,846
                 Written options, at value (premiums received $26,005) ...............             75,337
                 Accrued management fee ..............................................             36,407
                 Other payables and accrued expenses .................................            322,052
                                                                                           ----------------
                 Total liabilities ...................................................            598,642
                -------------------------------------------------------------------------------------------
                 Net assets, at market value                                                $  48,880,164
                -------------------------------------------------------------------------------------------
Net Assets
- ----------------------------------------------------------------------------------------------------------------------------
                 Net assets consist of:
                 Accumulated distributions in excess of net investment income ........           (213,599)
                 Unrealized appreciation (depreciation) on:
                    Investments ......................................................          5,036,779
                    Written options ..................................................            (49,332)
                    Foreign currency related transactions ............................               (559)
                 Accumulated net realized gain (loss) ................................         (2,320,425)
                 Paid-in capital .....................................................         46,427,300
                -------------------------------------------------------------------------------------------
                 Net assets, at market value                                                $  48,880,164
                -------------------------------------------------------------------------------------------
Net Asset Value
- ----------------------------------------------------------------------------------------------------------------------------
                 Net Asset Value, offering and redemption price per share 
                   ($48,880,164 / 3,854,083 shares of capital stock outstanding,           ----------------
                   $.01 par value, 100,000,000 shares authorized) ....................             $12.68
                                                                                           ----------------
</TABLE>

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


                15 - Scudder International Growth and Income Fund
<PAGE>

                             Statement of Operations
            For the period June 30, 1997 (commencement of operations)
                              to February 28, 1998

<TABLE>
<CAPTION>
Investment Income
- -----------------------------------------------------------------------------------------------------------------------------
<S>              <C>                                                                        <C>          
                 Income:
                 Dividends (net of foreign taxes withheld of $46,905) ................      $     361,482
                 Interest ............................................................            199,255
                                                                                           -----------------
                                                                                                  560,737
                                                                                           -----------------
                 Expenses:
                 Management fee ......................................................            291,842
                 Services to shareholders ............................................            227,627
                 Custodian and accounting fees .......................................             91,692
                 Directors' fees and expenses ........................................             25,767
                 Registration fees ...................................................             57,786
                 Auditing ............................................................             37,180
                 Reports to shareholders .............................................             20,721
                 Legal ...............................................................             13,477
                 Amortization of organization expense ................................              3,873
                 Other ...............................................................              7,492
                                                                                           -----------------
                 Total expenses before reductions ....................................            777,457
                 Expense reductions ..................................................           (267,101)
                                                                                           -----------------
                 Expenses, net .......................................................            510,356
                --------------------------------------------------------------------------------------------
                 Net investment income                                                             50,381
                --------------------------------------------------------------------------------------------

Realized and unrealized gain (loss) on investment transactions
- -----------------------------------------------------------------------------------------------------------------------------
                 Net realized gain (loss) from:
                 Investments .........................................................         (2,371,165)
                 Options .............................................................           (140,134)
                 Foreign currency related transactions ...............................            (54,984)
                                                                                           -----------------
                                                                                               (2,566,283)
                                                                                           -----------------
                 Net unrealized appreciation (depreciation) during the period on:
                 Investments .........................................................          5,036,779
                 Options .............................................................            (49,332)
                 Foreign currency related transactions ...............................               (559)
                                                                                           -----------------
                                                                                                4,986,888
                --------------------------------------------------------------------------------------------
                 Net gain (loss) on investment transactions                                     2,420,605
                --------------------------------------------------------------------------------------------
                --------------------------------------------------------------------------------------------
                 Net increase (decrease) in net assets resulting from operations            $   2,470,986
                --------------------------------------------------------------------------------------------
</TABLE>

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


                16 - Scudder International Growth and Income Fund
<PAGE>

                       Statement of Changes in Net Assets

<TABLE>
<CAPTION>
                                                                                         For the Period
                                                                                         June 30, 1997
                                                                                         (commencement
                                                                                       of operations) to
Increase (Decrease) in Net Assets                                                      February 28, 1998
- ---------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                                                    <C>
                Operations:
                Net investment income ............................................     $       50,381
                Net realized gain (loss) from investment transactions ............         (2,566,283)
                Net unrealized appreciation (depreciation) on investment
                  transactions during the period .................................          4,986,888
                Net increase (decrease) in net assets resulting from                -----------------------
                  operations .....................................................          2,470,986
                                                                                    -----------------------
                Distributions to shareholders from net investment income .........            (59,796)
                                                                                    -----------------------
                Fund share transactions:
                Proceeds from shares sold ........................................         64,146,242
                Net asset value of shares issued to shareholders in
                  reinvestment of distributions ..................................             55,470
                Cost of shares redeemed ..........................................        (17,733,938)
                Net increase (decrease) in net assets from Fund share               -----------------------
                  transactions ...................................................         46,467,774
                                                                                    -----------------------
                Increase (decrease) in net assets ................................         48,878,964
                Net assets at beginning of period ................................              1,200
                Net assets at end of period (including accumulated                  -----------------------
                  distributions in excess of net investment income of $213,599) ..     $   48,880,164
                                                                                    -----------------------
Other Information
- ---------------------------------------------------------------------------------------------------------------------------
                Increase (decrease) in Fund shares
                Shares outstanding at beginning of period ........................                100
                                                                                    -----------------------
                Shares sold ......................................................          5,333,375
                Shares issued to shareholders in reinvestment of
                  distributions ..................................................              4,745
                Shares redeemed ..................................................         (1,484,137)
                                                                                    -----------------------
                Net increase (decrease) in Fund shares ...........................          3,853,983
                                                                                    -----------------------
                Shares outstanding at end of period ..............................          3,854,083
                                                                                    -----------------------
</TABLE>

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


                17 - Scudder International Growth and Income Fund
<PAGE>

                              Financial Highlights

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

<TABLE>
<CAPTION>
                                                                                           For the Period
                                                                                           June 30, 1997
                                                                                           (commencement
                                                                                         of operations) to
                                                                                            February 28, 
                                                                                                1998
- ------------------------------------------------------------------------------------------------------------
<S>                                                                                            <C>   
Net asset value, beginning of period .............................................             $12.00
                                                                                         -------------------
Income from investment operations:
Net investment income ............................................................                .01
Net realized and unrealized gain (loss) on investment transactions ...............                .69
                                                                                         -------------------
Total from investment operations .................................................                .70
                                                                                         -------------------
Less distributions from:
Net investment income ............................................................               (.02)
                                                                                         -------------------
Total distributions ..............................................................               (.02)
                                                                                         -------------------
                                                                                         -------------------
Net asset value, end of period ...................................................             $12.68
- ------------------------------------------------------------------------------------------------------------
Total Return (%) (c) .............................................................               5.80**
Ratios and Supplemental Data
Net assets, end of period ($ millions) ...........................................                 49
Ratio of operating expenses, net to average daily net assets (%) .................               1.75*
Ratio of operating expenses before expense reductions, to average daily net
  assets (%) .....................................................................               2.65*
Ratio of net investment income to average daily net assets (%) ...................                .17*
Portfolio turnover rate (%) ......................................................               50.2*
Average commission rate paid (b) .................................................             $.0201
</TABLE>

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


                18 - Scudder International Growth and Income Fund
<PAGE>

                          Notes to Financial Statements

                       A. Significant Accounting Policies

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

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

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

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

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

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

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

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


                19 - Scudder International Growth and Income Fund
<PAGE>

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

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

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

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

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

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

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

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.

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

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


                20 - Scudder International Growth and Income Fund
<PAGE>

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

Federal Income Taxes. The Fund's policy is to comply with the requirements of
the Internal Revenue Code, as amended, 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. In addition, from November 1, 1997 through February 28,
1998, the Fund incurred approximately $1,901,000 and $122,000 in net realized
capital losses and currency losses, respectively. As permitted by tax
regulations, the Fund intends to elect to defer these losses and treat them as
arising in the fiscal year ending February 28, 1999.

At February 28, 1998, the Fund had a net tax basis capital loss carryforward of
approximately $309,000 which may be applied against any realized net taxable
capital gains of each succeeding year until fully utilized or until February 28,
2006, whichever occurs first.

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

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

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

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

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

For the period June 30, 1997 (commencement of operations) to February 28, 1998,
purchases and sales of investment securities (excluding short-term investments)
aggregated $57,280,007 and $12,507,385, respectively.

                               C. Related Parties

Effective December 31, 1997, Scudder, Stevens & Clark, Inc. ("Scudder") and The
Zurich Insurance Company ("Zurich"), an international insurance and financial
services organization, formed a new global investment organization by combining


                21 - Scudder International Growth and Income Fund
<PAGE>

Scudder's business with that of Zurich's subsidiary, Zurich Kemper Investments,
Inc. As a result of the transaction, Scudder changed its name to Scudder Kemper
Investments, Inc. ("Scudder Kemper" or the "Adviser"). The transaction between
Scudder and Zurich resulted in the termination of the Fund's Investment
Management Agreement with Scudder. However, a new Investment Management
Agreement (the "Management Agreement") between the Fund and Scudder Kemper was
approved by the Fund's Board of Directors and by the Fund's Shareholders. The
Management Agreement, which is effective December 31, 1997, is the same in all
material respects as the corresponding previous Investment Management Agreement,
except that Scudder Kemper is the new investment adviser to the Fund.

Under the Fund's Management Agreement with Scudder Kemper, the Fund pays the
Adviser a fee equal to an annual rate of 1.00% of the Fund's average daily net
assets, computed and accrued daily and payable monthly. As manager of the assets
of the Fund, the Adviser directs the investments of the Fund in accordance with
its investment objective, policies, and restrictions. The Adviser determines the
securities, instruments and other contracts relating to investments to be
purchased, sold or entered into by the Fund. In addition to portfolio management
services, the Adviser provides certain administrative services in accordance
with the Management Agreement. In addition, the Adviser has agreed not to impose
all or a portion of its management fee until June 30, 1998 in order to maintain
the annualized expenses of the Fund at not more than 1.75% of average daily net
assets. For the period June 30, 1997 (commencement of operations) to February
28, 1998, the Adviser did not impose a portion of its management fee which
amounted to $255,434, and the amount imposed amounted to $36,408.

Scudder Service Corporation ("SSC"), a subsidiary of the Adviser, is the
transfer, dividend paying and shareholder service agent for the Fund. For the
period June 30, 1997 (commencement of operations) to February 28, 1998, the
amount charged to the Fund by SSC aggregated $196,689, which is unpaid at
February 28, 1998.

Scudder Trust Company ("STC"), a subsidiary of the Adviser, provides
recordkeeping and other services in connection with certain retirement and
employee benefit plans invested in the Fund. For the period June 30, 1997
(commencement of operations) to February 28, 1998, the amount charged to the
Fund by STC aggregated $452, of which $242 is unpaid at February 28, 1998.

Scudder Fund Accounting Corporation ("SFAC"), a subsidiary of the Adviser, is
responsible for determining the daily net asset value per share and maintaining
the portfolio and general accounting records of the Fund. For the period June
30, 1997 (commencement of operations) to February 28, 1998, the amount charged
to the Fund by SFAC aggregated $36,039, of which $25,000 is unpaid.

The Fund pays each Director not affiliated with the Adviser an annual retainer
plus specified amounts for attended board and committee meetings. For the period
June 30, 1997 (commencement of operations) to February 28, 1998, the Trustees
did not impose a portion of their fee amounting to $11,667, and the fee imposed
amounted to $14,100.


                22 - Scudder International Growth and Income Fund
<PAGE>

                        Report of Independent Accountants

To the Board of Directors of Scudder International Fund, Inc. and the
Shareholders of Scudder International Growth and Income Fund:

We have audited the accompanying statement of assets and liabilities of Scudder
International Growth and Income Fund, including the investment portfolio, as of
February 28, 1998, and the related statement of operations, the statement of
changes in net assets and the financial highlights for the period June 30, 1997
(commencement of operations) to February 28, 1998. 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 February 28, 1998 by
correspondence with the custodian. 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 International Growth and Income Fund as of February 28, 1998, the
results of its operations, the changes in its net assets and the financial
highlights for the period June 30, 1997 (commencement of operations) to February
28, 1998 in conformity with generally accepted accounting principles.


Boston, Massachusetts                                   COOPERS & LYBRAND L.L.P.
April 23, 1998


                23 - Scudder International Growth and Income Fund
<PAGE>

                                 Tax Information

By now shareholders for whom year-end tax reporting is required by the IRS
should have received their Form 1099-DIV and tax information letter from the
Fund.

The Fund paid foreign taxes of $46,905 and recognized $690,635 of foreign source
income during the period ended February 28, 1998. Pursuant to Section 853 of the
Internal Revenue Code, the Fund designates $0.0122 per share of foreign taxes
and $0.0403 per share of income from foreign sources as having been paid in the
period ended February 28, 1998.

Please consult a tax adviser if you have questions about federal or state income
tax laws, or on how to prepare your tax returns. If you have specific questions
about your Scudder Fund account, please call a Scudder Investor Relations
Representative at 1-800-225-5163.


                24 - Scudder International Growth and Income Fund
<PAGE>

                           Shareholder Meeting Results

A Special Meeting of Shareholders (the "Meeting") of Scudder International
Growth and Income Fund (the "Fund") was held on October 27, 1997, at the office
of Scudder Kemper Investments, Inc. (formerly Scudder, Stevens & Clark, Inc.),
345 Park Avenue (at 51st Street), New York, New York 10154. At the Meeting, as
adjourned and reconvened, the following matters were voted upon by the
shareholders (the resulting votes for each matter are presented below). With
regard to certain proposals, it was recommended that the Meeting be reconvened
in order to provide shareholders with an additional opportunity to return their
proxies. The date of the reconvened meeting at which the matters were decided is
noted after the proposed matter.

1.    To elect Trustees.

                                                    Number of Votes:
                                                    ----------------

                      Trustee                For                      Withheld
                      -------                ---                      --------

         Paul Bancroft III                2,105,903                    95,360

         Sheryle J. Bolton                2,107,750                    93,513

         William T. Burgin                2,105,350                    95,913

         Thomas J. Devine                 2,105,404                    95,859

         Keith R. Fox                     2,107,309                    93,954

         William H. Gleysteen             2,104,593                    96,670

         William H. Luers                 2,106,070                    95,193

         Wilson Nolen                     2,104,557                    96,706

         Daniel Pierce                    2,106,509                    94,754

         Kathryn L. Quirk                 2,106,177                    95,086

2.    To approve the new Investment Management Agreement between the Fund and
      Scudder Kemper Investments, Inc.

                                Number of Votes:
                                ----------------

         For           Against           Abstain       Broker Non-Votes*
         ---           -------           -------       -----------------

      2,054,951         99,018            47,294             66,309

3.    To approve the Board's discretionary authority to convert the Fund to a
      master/feeder fund structure through a sale or transfer of assets or
      otherwise. (Approved on December 2, 1997.)

                                Number of Votes:
                                ----------------

         For           Against           Abstain       Broker Non-Votes*
         ---           -------           -------       -----------------

      1,962,859        170,445            82,900             66,309


                25 - Scudder International Growth and Income Fund
<PAGE>

4. To approve the revision of certain fundamental investment policies.


<TABLE>
<CAPTION>
                                                                             Number of Votes:
                                                                             ----------------

                  Fundamental Policies                    For            Against           Abstain           Broker
                  --------------------                    ---            -------           -------           ------
                                                                                                           Non-Votes*

             <S>                                       <C>               <C>               <C>               <C>   
             4.1  Diversification                      1,895,353         150,756           88,845            66,309

             4.2  Borrowing                            1,879,399         166,710           88,845            66,309

             4.3  Senior securities                    1,891,519         154,590           88,845            66,309

             4.4  Purchase of physical commodities     1,887,873         158,236           88,845            66,309

             4.5  Concentration                        1,891,350         154,759           88,845            66,309

             4.6  Underwriting of securities           1,893,509         152,600           88,845            66,309

             4.7  Investment in real estate            1,893,747         152,362           88,845            66,309

             4.8  Lending                              1,889,440         136,271           109,243           66,309
</TABLE>

5. To ratify the selection of Coopers & Lybrand L.L.P. as the Fund's independent
accountants.


                                Number of Votes:
                                ----------------

          For                      Against                    Abstain
          ---                      -------                    -------

       2,100,660                    40,239                     60,364

* Broker non-votes are proxies received by the Fund from brokers or nominees
  when the broker or nominee neither has received instructions from the
  beneficial owner or other persons entitled to vote nor has discretionary power
  to vote on a particular matter.


                26 - Scudder International Growth and Income Fund
<PAGE>

                                    This Page
                                  intentionally
                                   left blank.


                27 - Scudder International Growth and Income Fund

<PAGE>
                             Officers and Directors

Daniel Pierce*
Chairman of the Board and 
Director

Nicholas Bratt*
President and Director

Paul Bancroft III
Director; Venture Capitalist and 
Consultant

Sheryle J. Bolton
Director; Chief Executive 
Officer, Scientific Learning 
Corporation

William T. Burgin
Director; General Partner, 
Bessemer Venture Partners

Thomas J. Devine
Director; Consultant

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

William H. Gleysteen, Jr.
Director; Consultant

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

Wilson Nolen
Director; Consultant

Kathryn L. Quirk*
Vice President and 
Assistant Secretary

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

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

Elizabeth J. Allan*
Vice President

Irene T. Cheng*
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

Sheridan Reilly*
Vice President

Thomas F. McDonough*
Vice President, Secretary and 
Treasurer

Richard W. Desmond*
Assistant Secretary

John R. Hebble*
Assistant Treasurer

Caroline Pearson*
Assistant Secretary


                        *Scudder Kemper Investments, Inc.


                28 - Scudder International Growth and Income Fund
<PAGE>
                        Investment Products and Services

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

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

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

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

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

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

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

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

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

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

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

Industry Sector Funds
- ---------------------
  Choice Series
    Scudder Financial Services Fund
    Scudder Health Care FUnd
    Scudder Technology Fund


Retirement Programs and Education Accounts
- --------------------------------------------------------------------------------

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

Education Accounts
- ------------------
  Education IRA
  UGMA/UTMA

Closed-End Funds#
- --------------------------------------------------------------------------------
  The Argentina Fund, Inc.
  The Brazil Fund, Inc.
  The Korea Fund, Inc.
  Montgomery Street Income Securities, Inc.
  Scudder Global High Income Fund, Inc.
  Scudder New Asia Fund, Inc.
  Scudder New Europe Fund, Inc.
  Scudder Spain and Portugal Fund, Inc.

     For complete information on any of the above Scudder funds, including
management fees and expenses, call or write for a free prospectus. Read it
carefully before you invest or send money. +++Funds within categories are listed
in order from expected least risk to most risk. Certain Scudder funds may not be
available for purchase or exchange. +A portion of the income from the tax-free
funds may be subject to federal, state, and local taxes. *A class of shares of
the Fund. **Not available in all states. +++ +++A no-load variable annuity
contract provided by Charter National Life Insurance Company and its affiliate,
offered by Scudder's insurance agencies, 1-800-225-2470. #These funds, advised
by Scudder Kemper Investments, Inc., are traded on the New York Stock Exchange 
and, in some cases, on various other stock exchanges.

                29 - Scudder International Growth and Income Fund

<PAGE>

                                Scudder Solutions
<TABLE>
<CAPTION>


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

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

          Automatic Dividend Transfer                                  Payroll Deduction and Direct Deposit

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

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

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

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

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

          Distributions Direct

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

For more information about these services, call a Scudder representative at 1-800-225-5163
- ------------------------------------------------------------------------------------------------------------------------------

                30 - Scudder International Growth and Income Fund
<PAGE>


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

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


          Fund Folio funds held less than six months will be charged a fee for redemptions. You can buy
          shares directly from the fund itself or its principal underwriter or distributor without
          paying this fee. Scudder Brokerage Services, Inc., 42 Longwater Drive, Norwell, MA 02061.
          Member SIPC.

          Personal Counsel From Scudder(SM) and Personal Counsel(SM) are service marks of and represent a
          program offered by Scudder Investor Services, Inc., Adviser.

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

          For information about The Scudder Funds, including     Many shareholders enjoy the personal, one-on-one service of
          additional applications and prospectuses, or for       the Scudder Investor Centers. Check for an Investor Center near
          answers to investment questions                        you -- they can be found in the following cities:
          Scudder Investor Relations -- 1-800-225-2470           Boca Raton            Chicago             San Francisco
                   [email protected]                Boston                New York

</TABLE>

                31 - Scudder International Growth and Income Fund
<PAGE>
About the Fund's Adviser

Scudder Kemper Investments, Inc., is one of the largest and most experienced
investment management oganizations worldwide, managing more than $200 billion in
assets globally for mutual fund investors, retirement and pension plans,
institutional and corporate clients, insurance companies, and private family and
individual accounts. It is one of the ten largest mutual fund companies in the
U.S.

Scudder Kemper Investments has a rich heritage of innovation, integrity, and
client-focused service. In 1997, Scudder, Stevens & Clark, Inc., founded 79 
years ago as one of the nation's first investment counsel organizations, joined
the Zurich Group. As a result, Zurich's subsidiary, Zurich Kemper Investments,
Inc., with 50 years of mutual fund and investment management experience, was
combined with Scudder. Headquartered in New York, Scudder Kemper Investments 
offers a full range of investment counsel and asset management capabilities, 
based on a combination of proprietary research and disciplined, long-term 
investment strategies. With its global investment resources and perspective,
the firm seeks opportunities in markets throughout the world to meet the needs
of investors.

Scudder Kemper Investments, Inc., the global asset management firm, is a member
of the Zurich Group. The Zurich Group is an internationally recognized leader in
financial services, including property/casualty and life insurance, reinsurance,
and asset management. 


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


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

SCUDDER

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