SCUDDER PORTFOLIO TRUST/
497, 1995-06-21
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This prospectus sets forth concisely the information about Scudder Balanced
Fund, a series of Scudder Portfolio Trust, an open-end management investment
company, that a prospective investor should know before investing. Please retain
it for future reference.

If you require more detailed information, a Statement of Additional Information
dated May 1, 1995, as amended from time to time, may be obtained without charge
by writing Scudder Investor Services, Inc., Two International Place, Boston, MA
02110-4103 or calling 1-800-225-2470. The Statement, which is incorporated by
reference into this prospectus, has been filed with the Securities and Exchange
Commission.

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


Contents--see page 4.

   
102-2-55R
SFD62PR1
MIS62P
    



Scudder
Balanced
Fund

Prospectus
May 1, 1995
   
As Revised
June 7, 1995
    


A pure no-load(TM) (no sales charges) mutual fund which seeks a balance of
growth and income, as well as long-term preservation of capital, from a
diversified portfolio of equity and fixed-income securities.
<PAGE>

Expense information


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

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

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

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

2)   Annual Fund operating expenses (after expense  maintenance):  Expenses paid
     by the Fund before it distributes its net investment income, expressed as a
     percentage of the Fund's average daily net assets for the fiscal year ended
     December 31, 1994.

     Investment management fee                                      0.23%**
     12b-1 fees                                                     NONE
     Other expenses                                                 0.77%
                                                                    ---- 
     Total Fund operating expenses                                  1.00%**
                                                                    ====   
Example

Based on the level of total Fund  operating  expenses  listed  above,  the total
expenses  relating  to a $1,000  investment,  assuming  a 5% annual  return  and
redemption  at the end of each period,  are listed  below.  Investors do not pay
these expenses directly; they are paid by the Fund before it distributes its net
investment  income to shareholders.  (As noted above, the Fund has no redemption
fees of any kind.)

    1 Year              3 Years            5 Years                 10 Years
    ------              -------            -------                 --------
     $10                  $32                $55                     $122

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

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

**   Until  April  30,  1996,  the  Adviser  has  agreed to  maintain  the total
     annualized expenses of the Fund at not more than 1.00% of average daily net
     assets of the Fund.  If the Adviser had not decided to maintain  the Fund's
     expenses,  the total annualized expenses of the Fund would have amounted to
     1.47% (of which 0.70% would have consisted of investment  management  fees)
     for the fiscal year.



                                       2
<PAGE>

Financial highlights

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

If you would like more detailed information concerning the Fund's performance, a
complete portfolio listing and audited financial statements are available in the
Fund's Annual Report dated December 31, 1994 and may be obtained  without charge
by writing or calling Scudder Investor Services, Inc.

<TABLE>  
<CAPTION>
                                          
                                                                                             FOR THE PERIOD
                                                                                            JANUARY 4, 1993
                                                                                YEAR         (COMMENCEMENT
                                                                               ENDED       OF OPERATIONS) TO
                                                                            DECEMBER 31,      DECEMBER 31,
                                                                                1994              1993
                                                                            ------------   -----------------
<S>                                                                            <C>               <C>
Net asset value, beginning of period ....................................      $12.23            $12.00
                                                                               ------            ------
Income from investment operations:
  Net investment income(a) ..............................................         .31               .26
  Net realized and unrealized gain (loss) on investment transactions.....        (.60)              .23
                                                                               ------            ------
Total from investment operations ........................................        (.29)              .49
                                                                               ------            ------
Less distributions from net investment income ...........................        (.31)             (.26)
                                                                               ------            ------
Net asset value, end of period ..........................................      $11.63            $12.23
                                                                               ======            ======
TOTAL RETURN (%)                                                                (2.39)             4.12*
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period ($ millions) ..................................          66                64
Ratio of operating expenses, net to average daily net assets (%)(a) .....        1.00              1.00
Ratio of net investment income to average daily net assets (%) ..........        2.66              2.43
Portfolio turnover rate (%) .............................................       105.4              99.3
(a) Reflects a per share amount of management fee not imposed
    by the Adviser of ...................................................      $  .06            $  .06
    Operating expense ratio including management fee not imposed (%).....        1.47              1.53

 * Not annualized
</TABLE>



                                       3
<PAGE>

A message from Scudder's chairman

Scudder, Stevens & Clark, Inc., investment adviser to the Scudder Family of
Funds, was founded in 1919. We offered America's first no-load mutual fund in
1928. Today, we manage in excess of $90 billion for many private accounts and
over 50 mutual fund portfolios. We manage the mutual funds in a special program
for the American Association of Retired Persons, as well as the fund options
available through Scudder Horizon Plan, a tax-advantaged variable annuity. We
also advise The Japan Fund and nine closed-end funds that invest in countries
around the world.

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

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

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

                                   /s/ Daniel Pierce


Scudder Balanced Fund

Investment objectives

*    a balance of growth and income from a diversified portfolio of equity and
     fixed-income securities

*    long-term preservation of capital through a quality-oriented investment
     approach designed to reduce risk

Investment characteristics

*    a broadly diversified program of seasoned stocks and investment-grade bonds

*    balances growth potential of stocks with income and relative stability
     provided by fixed- income securities

*    appropriate for many IRA, 401(k), 403(b) and other retirement plans

*    quarterly dividends

*    daily liquidity at current net asset value


Contents

Investment objectives and policies ........................................    5
Why invest in the Fund? ...................................................    7
Additional information about policies
   and investments ........................................................    7
Purchases .................................................................   12
Exchanges and redemptions .................................................   13
Distribution and performance information ..................................   14
Fund organization .........................................................   15
Transaction information ...................................................   16
Shareholder benefits ......................................................   19
Trustees and Officers .....................................................   22
Investment products and services ..........................................   23
How to contact Scudder ............................................   Back cover


                                       4
<PAGE>

Investment objectives and policies

Scudder Balanced Fund (the "Fund"), a diversified series of Scudder Portfolio
Trust, seeks a balance of growth and income from a diversified portfolio of
equity and fixed-income securities. The Fund also seeks long-term preservation
of capital through a quality-oriented investment approach that is designed to
reduce risk.

The Fund is intended to provide--through a single investment--access to a wide
variety of seasoned stock and investment-grade bond investments. Common stocks
and other equity investments provide long-term growth potential to help offset
the effect of inflation on an investor's purchasing power. Bonds and other
fixed-income investments provide current income and may, over time, help reduce
fluctuations in the Fund's share price.

Except as otherwise indicated, the Fund's investment objectives and policies are
not fundamental and may be changed without a vote of shareholders. Shareholders
will receive written notice of any changes in the Fund's objectives. If there is
a change in investment objectives, shareholders should consider whether the Fund
remains an appropriate investment in light of their then current financial
position and needs. There can be no assurance that the Fund's objectives will be
met.

Investments

In seeking its objectives of a balance of growth and income, as well as
long-term preservation of capital, the Fund invests in a diversified portfolio
of equity and fixed-income securities. The Fund invests, under normal
circumstances, 50% to 75% of its net assets in common stocks and other equity
investments. The Fund's remaining assets are allocated to investment-grade bonds
and other fixed-income securities, including cash reserves. For temporary
defensive purposes, the Fund may invest without limit in cash and in other money
market and short-term instruments.

The Fund will, on occasion, adjust its mix of investments among equity
securities, bonds and cash reserves. In reallocating investments, the Fund's
investment adviser, Scudder, Stevens & Clark, Inc. (the "Adviser"), weighs the
relative values of different asset classes and expectations for future returns.
In doing so, the Adviser analyzes, on a global basis, the level and direction of
interest rates, capital flows, inflation expectations, anticipated growth of
corporate profits, monetary and fiscal policies around the world and other
related factors.

The Fund does not take extreme investment positions as part of an effort to
"time the market." Shifts between stocks and fixed-income investments are
expected to occur in generally small increments within the guidelines adopted in
this prospectus. The Fund is designed as a conservative long-term investment
program.

While the Fund emphasizes U.S. equity and debt securities, it may invest a
portion of its assets in foreign securities, including depositary receipts. The
Fund's foreign holdings will meet the criteria applicable to its domestic
investments. The international component of the Fund's investment program is
intended to increase diversification, thus reducing risk, while providing the
opportunity for higher returns.

In addition, the Fund may invest in securities on a when-issued or forward
delivery basis and may engage in strategic transactions. See "Additional
information about policies and investments" for more information.

Equity investments

The Fund normally invests at least 50%, but no more than 75%, of its net assets
in equity securities. The Fund's equity investments consist of common stocks,
preferred stocks, warrants and securities convertible into common stocks, of
companies that, in the Adviser's judgment, are of above-average financial
quality and offer the prospect for above-average growth in earnings, cash flow,
or assets relative to the overall market as defined by the Standard and Poor's
500 Composite Price Index ("S&P 500"). The Fund will invest primarily in


                                       5
<PAGE>
securities issued by medium- to large-sized domestic companies with annual
revenues or market capitalization of at least $600 million and which, in the
opinion of the Adviser, offer above-average potential for price appreciation.
The Fund seeks to invest in companies that have relatively consistent and
above-average rates of growth; companies that are in a strong financial position
with high credit standings and profitability; firms with important business
franchises, leading products or dominant marketing and distribution systems;
companies guided by experienced and motivated managements; and companies selling
at attractive market valuations. The Adviser believes that companies with these
characteristics will be rewarded by the market with higher stock prices over
time and provide investment returns, on average, in excess of the S&P 500.

At least 65% of the value of the Fund's common stocks will be of issuers which
qualify, at the time of purchase, for one of the three highest equity earnings
and dividends ranking categories (A+, A, or A-) of Standard & Poor's ("S&P"), or
if not ranked by S&P, are judged to be of comparable quality by the Adviser. S&P
assigns earnings and dividends rankings to corporations based on a number of
factors, including stability and growth of earnings and dividends. Rankings by
S&P are not an appraisal of a company's creditworthiness, as is true for S&P's
debt security ratings, nor are these rankings intended as a forecast of future
stock market performance. In addition to using S&P rankings of earnings and
dividends of common stocks, the Adviser conducts its own analysis of a company's
history, current financial position and earnings prospects.

Fixed-income investments

To enhance income and stability, the Fund will normally invest 25% to 50% of its
net assets in investment-grade fixed-income securities. However, at least 25% of
the Fund's net assets will always be invested in fixed-income securities. The
Fund can invest in a broad range of corporate bonds and notes, convertible
bonds, and preferred and convertible preferred securities. It may also purchase
U.S. Government securities and obligations of federal agencies and
instrumentalities that are not backed by the full faith and credit of the U.S.
Government, such as obligations of the Federal Home Loan Banks, Farm Credit
Banks and the Federal Home Loan Mortgage Corporation. The Fund may also invest
in obligations of international agencies, foreign debt securities (both U.S. and
non-U.S. dollar denominated), mortgage-backed and other asset-backed securities,
municipal obligations, zero coupon securities and restricted securities issued
in private placements.

For liquidity and defensive purposes, the Fund may invest in money market
securities such as commercial paper, bankers' acceptances and certificates of
deposit issued by domestic and foreign branches of U.S. banks. The Fund may also
enter into repurchase agreements with respect to U.S. Government securities.

At least 75% of the value of the Fund's debt securities will be high grade, that
is, rated within the three highest quality ratings categories of Moody's
Investors Service, Inc. ("Moody's") (Aaa, Aa and A) or S&P (AAA, AA and A), or,
if unrated, judged to be of equivalent quality as determined by the Adviser at
the time of purchase. Securities must also meet credit standards applied by the
Adviser. Moreover, the Fund does not purchase debt securities rated below Baa by
Moody's or BBB by S&P. Should the rating of a portfolio security be downgraded
the Adviser will determine whether it is in the best interest of the Fund to
retain or dispose of the security. More information about investment techniques
is provided under "Additional information about policies and investments."



                                       6
<PAGE>

Why invest in the Fund?

The Fund is designed for individuals and institutions desiring a single
investment that provides access to a balanced portfolio of both stocks and
bonds. Many investors do not have the time or inclination to create a balanced
portfolio on their own as well as to continuously change their investments in
reaction to changing market conditions. The Adviser's professional management
team selects stock and bond investments and determines the amount of the Fund's
assets that should be invested in each category.

The Fund represents a conservative investment program that is intended,
generally, to have less risk than a fund investing exclusively in common stocks.
Common stocks in the Fund offer growth potential to help investors keep pace
with inflation. The Fund's bond holdings and other fixed-income investments,
however, are intended to provide income and a measure of principal stability to
help cushion the Fund's returns during periods of stock market volatility or
weakness. The stock and bond components of the Fund are intended to be
complementary, and provide diversification with the potential for less risk than
a portfolio of equity securities, yet higher long-term return potential than is
available from fixed-income investments alone.

The Adviser uses fundamental and quantitative research techniques in pursuit of
quality investments for the Fund. The Fund's stock component consists
principally of the equity securities of seasoned, financially-sound U.S.
companies with records of solid growth. As for its bond holdings, the Fund
invests primarily in high-grade securities and will not acquire junk bonds.

While the Fund emphasizes quality investments and maintains a balance of stocks
and bonds, investors should be aware that its price will fluctuate with changing
stock and bond market conditions. A balanced fund, by its very nature, is
designed for investors with a long-term investment horizon. The Fund may be
especially appropriate for IRAs, Keoghs, 401(k) and 403(b) plans, and other
tax-advantaged retirement vehicles. For many years, large pension plans have
successfully used a balanced investment strategy to produce attractive long-term
returns with moderate risk. The Adviser currently manages more than $9 billion
in balanced portfolios for over 3,000 institutional and private accounts.

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


Additional information about policies and investments

Investment restrictions

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

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

In addition, as a matter of nonfundamental policy, the Fund may not invest more
than 10% of its net assets in securities which are not readily marketable,
restricted securities and repurchase agreements maturing in more than seven
days. The Fund may not invest more than 5% of its total assets in restricted
securities.

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


                                       7
<PAGE>

Mortgage and other asset-backed securities

The Fund may invest in mortgage-backed securities, which are securities
representing interests in pools of mortgage loans. These securities provide
shareholders with payments consisting of both interest and principal as the
mortgages in the underlying mortgage pools are paid off.

The timely payment of principal and interest on mortgage-backed securities
issued or guaranteed by the Government National Mortgage Association ("GNMA") is
backed by GNMA and the full faith and credit of the U.S. Government. These
guarantees, however, do not apply to the market value or yield of
mortgage-backed securities or to the value of Fund shares. Also, GNMA and other
mortgage-backed securities may be purchased at a premium over the maturity value
of the underlying mortgages. This premium is not guaranteed and will be lost if
prepayment occurs. In addition, the Fund may invest in mortgage-backed
securities issued by other issuers, such as the Federal National Mortgage
Association (FNMA), which are not guaranteed by the U.S. Government. Moreover,
the Fund may invest in debt securities which are secured with collateral
consisting of mortgage-backed securities and in other types of mortgage-related
securities.

The Fund may also invest in securities representing interests in
pools of certain other consumer loans, such as automobile loans or credit card
receivables. In some cases, principal and interest payments are partially
guaranteed by a letter of credit from a financial institution.

Dollar roll transactions

The Fund may enter into dollar roll transactions with selected banks and
broker/dealers. Dollar roll transactions are treated as reverse repurchase
agreements for purposes of the Fund's borrowing restrictions and consist of the
sale by the Fund of mortgage-backed securities, together with a commitment to
purchase similar, but not identical, securities at a future date at the same
price. In addition, the Fund is paid a fee as consideration for entering into
the commitment to purchase. Dollar rolls may be renewed after cash settlement
and initially may involve only a firm commitment agreement by the Fund to buy
the securities.

When-issued securities

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

Repurchase agreements

As a means of earning income for periods as short as overnight, the Fund may
enter into repurchase agreements with selected banks and broker/dealers. Under a
repurchase agreement, the Fund acquires securities, subject to the seller's
agreement to repurchase them at a specified time and price. The Fund may enter
into repurchase commitments with any party deemed creditworthy by the Adviser,
including foreign banks and broker/dealers, if the transaction is entered into
for investment purposes and the counterparty's creditworthiness is at least
equal to that of issuers of securities which the Fund may purchase. Such
transactions may not provide the Fund with collateral marked-to-market during
the term of the commitment.

Convertible securities

The Fund may invest in convertible securities which may offer higher income than
the common stocks into which they are convertible. The convertible securities in


                                       8
<PAGE>
which the Fund may invest include fixed-income or zero coupon debt securities,
which may be converted or exchanged at a stated or determinable exchange ratio
into underlying shares of common stock. Prior to their conversion, convertible
securities may have characteristics similar to both nonconvertible debt
securities and equity securities.

Convertible securities purchased by the Fund must be rated investment-grade, or
if unrated, judged to be of equivalent quality by the Adviser. Investment-grade
convertible securities are rated Aaa, Aa, A or Baa by Moody's or AAA, AA, A or
BBB by S&P.

Foreign securities

While the Fund generally emphasizes investments in companies domiciled in the
U.S., it may invest in listed and unlisted foreign securities that meet the same
criteria as the Fund's domestic holdings. The Fund may invest in foreign
securities when the anticipated performance of the foreign securities is
believed by the Adviser to offer more potential than domestic alternatives in
keeping with the investment objectives of the Fund. The Fund may invest in
certificates of deposit issued by foreign and domestic branches of U.S. banks.

Indexed securities

The Fund may invest in indexed securities, the value of which is linked to
currencies, interest rates, commodities, indices or other financial indicators
("reference instruments"). The interest rate or (unlike most fixed-income
securities) the principal amount payable at maturity of an indexed security may
be increased or decreased, depending on changes in the value of the reference
instrument.

Strategic Transactions and derivatives

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

In the course of pursuing these investment strategies, the Fund may purchase and
sell exchange-listed and over-the-counter put and call options on securities,
equity and fixed-income indices and other financial instruments, purchase and
sell financial futures contracts and options thereon, enter into various
interest rate transactions such as swaps, caps, floors or collars, and enter
into various currency transactions such as currency forward contracts, currency
futures contracts, currency swaps or options on currencies or currency futures
(collectively, all the above are called "Strategic Transactions").

Strategic Transactions may be used without limit to attempt to protect against
possible changes in the market value of securities held in or to be purchased
for the Fund's portfolio resulting from securities markets or currency exchange
rate fluctuations, to protect the Fund's unrealized gains in the value of its
portfolio securities, to facilitate the sale of such securities for investment
purposes, to manage the effective maturity or duration of fixed-income
securities in the Fund's portfolio, or to establish a position in the
derivatives markets as a temporary substitute for purchasing or selling
particular securities.

Some Strategic Transactions may also be used to enhance potential gain although
no more than 5% of the Fund's assets will be committed to Strategic Transactions
entered into for non-hedging purposes. Any or all of these investment techniques
may be used at any time and in any combination, and there is no particular
strategy that dictates the use of one technique rather than another, as use of


                                       9
<PAGE>
any Strategic Transaction is a function of numerous variables including market
conditions. The ability of the Fund to utilize these Strategic Transactions
successfully will depend on the Adviser's ability to predict pertinent market
movements, which cannot be assured. The Fund will comply with applicable
regulatory requirements when implementing these strategies, techniques and
instruments. Strategic Transactions involving financial futures and options
thereon will be purchased, sold or entered into only for bona fide hedging, risk
management or portfolio management purposes and not for speculative purposes.
Please refer to "Risk factors--Strategic Transactions and derivatives" for more
information.

Portfolio turnover

Recent economic and market conditions have necessitated more active trading,
resulting in a higher portfolio turnover rate for the Fund. A higher rate
involves greater transaction costs to the Fund and may result in the realization
of net capital gains, which would be taxable to shareholders when distributed.

Risk factors

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

Debt securities. Securities rated BBB by S&P or Baa by Moody's are neither
highly protected nor poorly secured. These securities normally pay higher yields
but involve potentially greater price variability than higher-quality
securities. These securities are regarded as having adequate capacity to repay
principal and pay interest, although adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to do so. Moody's
considers bonds it rates Baa to have speculative elements as well as
investment-grade characteristics.

Indexed securities. Indexed securities may be positively or negatively indexed,
so that appreciation of the reference instrument may produce an increase or a
decrease in the interest rate or value at maturity of the security. In addition,
the change in the interest rate or value at maturity of the security may be some
multiple of the change in the value of the reference instrument. Thus, in
addition to the credit risk of the security's issuer, the Fund will bear the
market risk of the reference instrument.

Mortgage and other asset-backed securities. Unscheduled or early payments on the
underlying mortgages may shorten the securities' effective maturities and lessen
their growth potential. The Fund may agree to purchase or sell these securities
with payment and delivery taking place at a future date. A decline in interest
rates may lead to a faster rate of repayment of the underlying mortgages and
expose the Fund to a lower rate of return upon reinvestment. To the extent that
such mortgage-backed securities are held by the Fund, the prepayment right of
mortgagors may limit the increase in net asset value of the Fund because the
value of the mortgage-backed securities held by the Fund may not appreciate as
rapidly as the price of non-callable debt securities.

Asset-backed securities are subject to the risk of prepayment and the risk that
the underlying loans will not be repaid.

Dollar roll transactions. If the broker/dealer to whom the Fund sells the
securities underlying a dollar roll transaction becomes insolvent, the Fund's
right to purchase or repurchase the securities may be restricted; the value of
the securities may change adversely over the term of the dollar roll; the
securities that the Fund is required to repurchase may be worth less than the
securities that the Fund originally held, and the return earned by the Fund with
the proceeds of a dollar roll may not exceed transaction costs.


                                       10
<PAGE>

Repurchase agreements. If the seller under a repurchase agreement becomes
insolvent, the Fund's right to dispose of the securities may be restricted, or
the value of the securities may decline before the Fund is able to dispose of
them. In the event of the commencement of bankruptcy or insolvency proceedings
with respect to the seller of the securities before repurchase of the securities
under a repurchase agreement, the Fund may encounter delay and incur costs,
including a decline in the value of the securities, before being able to sell
the securities. Convertible securities. While convertible securities generally
offer lower yields than nonconvertible debt securities of similar quality, their
prices may reflect changes in the value of the underlying common stock.
Convertible securities entail less credit risk than the issuer's common stock.


Foreign securities. Investments in foreign securities involve special
considerations due to limited information, higher brokerage costs, different
accounting standards, thinner trading markets as compared to domestic markets
and the likely impact of foreign taxes on the yield from debt securities. They
may also entail other risks, such as the possibility of one or more of the
following: imposition of dividend or interest withholding or confiscatory taxes;
currency blockages or transfer restrictions; expropriation, nationalization or
other adverse political or economic developments; less government supervision
and regulation of securities exchanges, brokers and listed companies; and the
difficulty of enforcing obligations in other countries. Purchases of foreign
securities are usually made in foreign currencies and, as a result, the Fund may
incur currency conversion costs and may be affected favorably or unfavorably by
changes in the value of foreign currencies against the U.S. dollar. 

Further, it may be more difficult for the Fund's agents to keep currently
informed about corporate actions which may affect the prices of portfolio
securities. Communications between the U.S. and foreign countries may be less
reliable than within the U.S., increasing the risk of delayed settlements of
portfolio transactions or loss of certificates for portfolio securities. The
Fund's ability and decisions to purchase and sell portfolio securities may be
affected by laws or regulations relating to the convertibility and repatriation
of assets.

Zero coupon securities. Zero coupon securities are subject to greater market
value fluctuations from changing interest rates than debt obligations of
comparable maturities that make current cash distributions of interest.
Strategic Transactions and derivatives. Strategic Transactions, including
derivative contracts, have risks associated with them including possible default
by the other party to the transaction, illiquidity and, to the extent the
Adviser's view as to certain market movements is incorrect, the risk that the
use of such Strategic Transactions could result in losses greater than if they
had not been used. Use of put and call options may result in losses to the Fund,
force the sale or purchase of portfolio securities at inopportune times or for
prices higher than (in the case of put options) or lower than (in the case of
call options) current market values, limit the amount of appreciation the Fund
can realize on its investments or cause the Fund to hold a security it might
otherwise sell. The use of currency transactions can result in the Fund
incurring losses as a result of a number of factors including the imposition of
exchange controls, suspension of settlements or the inability to deliver or
receive a specified currency. The use of options and futures transactions
entails certain other risks. In particular, the variable degree of correlation
between price movements of futures contracts and price movements in the related
portfolio

(Continued on page 14)



                                       11
<PAGE>

 Purchases

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

                     o   By Mail         Send your completed and signed application and check
 Make checks
 payable to "The
 Scudder Funds."                            by regular mail to:       or          by express, registered,
                                                                                    or certified mail to:
        
                                            The Scudder Funds                     The Scudder Funds
                                            P.O. Box 2291                         1099 Hingham Street
                                            Boston, MA                            Rockland, MA
                                            02107-2291                            02370-1052

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

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

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

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

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

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

                     o  By Telephone     You may purchase additional shares in an amount of $10,000  
                                         or more. Please call 1-800-225-5163 for more details.       

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


                                       12
<PAGE>

  Exchanges and redemptions

<TABLE>
<S>                <C>                      
 Exchanging        Minimum investments: $1,000 to establish a new account; $100 to exchange among existing accounts
 shares
                   o  By Telephone     To speak with a service representative, call 1-800-225-5163 from
                                       8 a.m. to 8 p.m. eastern time or to access SAIL(TM), Scudder's Automated
                                       Information Line, call 1-800-343-2890 (24 hours a day).

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

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

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

                                       The Scudder Funds          The Scudder Funds              1-800-821-6234
                                       P.O. Box 2291              1099 Hingham Street
                                       Boston, MA 02107-2291      Rockland, MA 02370-1052

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

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

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

                   o  By Automatic     You may arrange to receive automatic cash payments periodically if the value of
                      Withdrawal Plan  your account is $10,000 or more. Call 1-800-225-5163 for more information and
                                       an enrollment form.
</TABLE>



                                       13
<PAGE>


Additional information about policies and investments (cont'd)

(Continued from page 11)

position of the Fund creates the possibility that losses on the hedging
instrument may be greater than gains in the value of the Fund's position. In
addition, futures and options markets may not be liquid in all circumstances and
certain over-the-counter options may have no markets. As a result, in certain
markets, the Fund might not be able to close out a transaction without incurring
substantial losses, if at all. Although the use of futures contracts and options
transactions for hedging should tend to minimize the risk of loss due to a
decline in the value of the hedged position, at the same time they tend to limit
any potential gain which might result from an increase in value of such
position.

Finally, the daily variation margin requirements for futures contracts would
create a greater ongoing potential financial risk than would purchases of
options, where the exposure is limited to the cost of the initial premium.
Losses resulting from the use of Strategic Transactions would reduce net asset
value, and possibly income, and such losses can be greater than if the Strategic
Transactions had not been utilized. The Strategic Transactions that the Fund may
use and some of their risks are described more fully in the Fund's Statement of
Additional Information.


Distribution and performance information

Dividends and capital gains distributions

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

Generally, dividends from net investment income are taxable to shareholders as
ordinary income. Long-term capital gains distributions, if any, are taxable as
long-term capital gains regardless of the length of time a shareholder has owned
shares. Short-term capital gains and any other taxable income distributions are
taxable as ordinary income. A portion of dividends from ordinary income may
qualify for the dividends-received deduction for corporations. The Fund sends
detailed tax information about the amount and type of its distributions to its
shareholders by January 31 of the following year.

Performance information

From time to time, quotations of the Fund's performance may be included in
advertisements, sales literature, or shareholder reports. All performance
figures are historical, show the performance of a hypothetical investment and
are not intended to indicate future performance. The "yield" of the Fund refers
to income generated by an investment in the Fund over a specified 30-day (one
month) period. Yield is expressed as an annualized percentage. "Total return" is
the change in value of an investment in the Fund for a specified period. The
"average annual total return" of the Fund is the average annual compound rate of
return of an investment in the Fund assuming the investment has been held for
one year and the life of the Fund as of a stated ending date. "Cumulative total
return" represents the cumulative change in value of an investment in the Fund


                                       14
<PAGE>

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


Fund organization

Scudder Balanced Fund is a diversified series of Scudder Portfolio Trust (the
"Trust"), an open-end management investment company registered under the
Investment Company Act of 1940 (the "1940 Act"). The Trust was organized as a
Massachusetts business trust in September 1984 and on December 31, 1984 assumed
the business of its predecessor, which was organized as a Massachusetts
corporation in 1928.

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

Investment adviser

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

The Fund pays the Adviser an annual fee of 0.70% of the Fund's average daily net
assets. The fee is payable monthly, provided that the Fund will make such
interim payments as may be requested by the Adviser not to exceed 75% of the
amount of the fee then accrued on the books of the Fund and unpaid.

The Adviser has agreed to maintain the annualized expenses of the Fund at not
more than 1.00% of average daily net assets of the Fund until April 30, 1996.

For the fiscal year ended December 31, 1994, the Adviser received an investment
management fee of 0.23% of the Fund's average daily net assets on an annual
basis.

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

Scudder, Stevens & Clark, Inc. is located at Two International Place, Boston,
Massachusetts.

Transfer agent

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

Underwriter

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

Custodian

State Street Bank and Trust Company is the Fund's custodian.



                                       15
<PAGE>

Transaction information

Purchasing shares

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

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

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

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

Your wire instructions must also include:

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

The account will be established once the application and money order are
received in good order. You may also make additional investments of $100 or more
to your existing account by wire.

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

By exchange. Your new account will have the same registration and address as
your existing account. The exchange requirements for corporations, other
organizations, trusts, fiduciaries, agents, institutional investors and
retirement plans may be different from those for regular accounts. Please call
1-800-225-5163 for more information, including information about the transfer of
special account features.

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

Redeeming shares

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


                                       16
<PAGE>

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

Redemption proceeds will be wired to your bank unless otherwise requested. If
your bank cannot receive federal reserve wires, redemption proceeds will be
mailed to your bank. There will be a $5 charge for all wire redemptions. You can
also make redemptions from your Scudder fund account on SAIL, the Scudder
Automated Information Line, by calling 1-800-343-2890.

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

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

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

Telephone transactions

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

Share price

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

Processing time

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

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


                                       17
<PAGE>

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

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

Short-term trading

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

Tax information

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

Tax identification number

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

Minimum balances

Shareholders should maintain a share balance worth at least $1,000, which amount
may be changed by the Board of Trustees. Scudder retirement plans have similar
or lower minimum share balance requirements. The Fund reserves the right,
following 60 days' written notice to shareholders, to redeem all shares in
sub-minimum accounts, including accounts of new investors, where a reduction in
value has occurred due to a redemption or exchange out of the account.
Reductions in value that result solely from market activity will not trigger an
involuntary redemption. The Fund will mail the proceeds of the redeemed account
to the shareholder. The shareholder may restore the share balance to $1,000 or
more during the 60-day notice period and must maintain it at no lower than that
minimum to avoid involuntary redemption.

Third party transactions

If purchases and redemptions of Fund shares are arranged and settlement is made
at an investor's election through a member of the National Association of
Securities Dealers, Inc., other than Scudder Investor Services, Inc., that
member may, at its discretion, charge a fee for that service.

Redemption-in-kind

The Fund reserves the right, if conditions exist which make cash payments
undesirable, to honor any request for redemption or repurchase order by making
payment in whole or in part in readily marketable securities chosen by the Fund
and valued as they are for purposes of computing the Fund's net asset value (a
redemption-in-kind). If payment is made in securities, a shareholder may incur
transaction expenses in converting these securities to cash. The Trust has
elected, however, to be governed by Rule 18f-1 under the 1940 Act, as a result


                                       18
<PAGE>
of which the Fund is obligated to redeem shares, with respect to any one
shareholder during any 90-day period, solely in cash up to the lesser of
$250,000 or 1% of the net asset value of the Fund at the beginning of the
period.


Shareholder benefits

Experienced professional management

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

A team approach to investing

Scudder Balanced Fund is managed by a team of Scudder investment professionals,
who each play an important role in the Fund's management process. Team members
work together to develop investment strategies and select securities for the
Fund's portfolio. They are supported by Scudder's large staff of economists,
research analysts, traders and other investment specialists who work in
Scudder's offices across the United States and abroad. Scudder believes its team
approach benefits Fund investors by bringing together many disciplines and
leveraging Scudder's extensive resources. Lead Portfolio Manager Bruce F. Beaty
assumed responsibility for the Fund's day-to-day management and investment
strategies in January 1995. Mr. Beaty, who has been a portfolio manager at
Scudder since joining the firm in 1991, specializes in the quality growth
discipline of equity investing. Prior to joining Scudder in 1991, Mr. Beaty
spent 11 years in the securities brokerage business. Michael K. Shields,
Portfolio Manager, joined the Fund in May 1995. Mr. Shields has been a portfolio
manager on other equity funds at Scudder since joining the firm in 1992, and has
13 years of experience in finance and banking. Portfolio Manager William M.
Hutchinson heads up the Fund's fixed-income investment strategy and security
selection. Mr. Hutchinson, who has been with the Fund since its introduction and
Scudder since 1986, has over 20 years of investment experience.

SAIL(TM)--Scudder Automated Information Line

For touchtone access to account information, prices and yields, or to perform
transactions in existing Scudder fund accounts, shareholders can call Scudder's
Automated Information Line (SAIL) at 1-800-343-2890. During periods of extreme
economic or market changes, or other conditions, it may be difficult for you to
effect telephone transactions in your account. In such an event you should write
to the Fund; please see "How to contact Scudder" for the address. Investment
flexibility

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

Dividend reinvestment plan

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

Shareholder statements

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


                                       19
<PAGE>

Shareholder reports

In addition to account statements, you receive periodic shareholder reports
highlighting relevant information, including investment results and a review of
portfolio changes. To reduce the volume of mail you receive, only one copy of
most Fund reports, such as the Fund's Annual Report, may be mailed to your
household (same surname, same address). Please call 1-800-225-5163 if you wish
to receive additional shareholder reports.

Newsletters

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

Scudder Funds Centers

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

T.D.D. service for the hearing impaired

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



                                       20
<PAGE>

Scudder tax-advantaged retirement plans

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

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

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

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

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

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

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

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

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



                                       21
<PAGE>

Trustees and Officers


Daniel Pierce*
    President and Trustee

Henry P. Becton, Jr.
    Trustee; President and General Manager, WGBH Educational Foundation

Dudley H. Ladd*
    Trustee

David S. Lee*
    Vice President and Trustee

George M. Lovejoy, Jr.
    Trustee; Chairman Emeritus,
    Meredith & Grew, Incorporated

Wesley W. Marple, Jr.
    Trustee; Professor of Business Administration,
    Northeastern University

Jean C. Tempel
     Trustee; Director, Executive Vice President and Manager, Safeguard
     Scientifics, Inc.

Jerard K. Hartman*
    Vice President

William M. Hutchinson*
    Vice President

Thomas W. Joseph*
    Vice President

Thomas F. McDonough*
    Vice President, Secretary and
    Assistant Treasurer

Pamela A. McGrath*
    Vice President and Treasurer

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

Coleen Downs Dinneen*
    Assistant Secretary

* Scudder, Stevens & Clark, Inc.



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  Investment products and services
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    <C>                                                             <C>
    The Scudder Family of Funds                                     Income
    Money market                                                      Scudder Emerging Markets Income Fund
      Scudder Cash Investment Trust                                   Scudder GNMA Fund
      Scudder U.S. Treasury Money Fund                                Scudder Income Fund
    Tax free money market+                                            Scudder International Bond Fund 
      Scudder Tax Free Money Fund                                     Scudder Short Term Bond Fund 
      Scudder California Tax Free Money Fund*                         Scudder Short Term Global Income Fund 
      Scudder New York Tax Free Money Fund*                           Scudder Zero Coupon 2000 Fund
    Tax free+                                                       Growth
      Scudder California Tax Free Fund*                               Scudder Capital Growth Fund
      Scudder High Yield Tax Free Fund                                Scudder Development Fund
      Scudder Limited Term Tax Free Fund                              Scudder Global Fund
      Scudder Managed Municipal Bonds                                 Scudder Global Small Company Fund
      Scudder Massachusetts Limited Term Tax Free Fund*               Scudder Gold Fund
      Scudder Massachusetts Tax Free Fund*                            Scudder Greater Europe Growth Fund
      Scudder Medium Term Tax Free Fund                               Scudder International Fund
      Scudder New York Tax Free Fund*                                 Scudder Latin America Fund
      Scudder Ohio Tax Free Fund*                                     Scudder Pacific Opportunities Fund
      Scudder Pennsylvania Tax Free Fund*                             Scudder Quality Growth Fund
    Growth and Income                                                 Scudder Value Fund
      Scudder Balanced Fund                                           The Japan Fund
      Scudder Growth and Income Fund
    Retirement Plans and Tax-Advantaged Investments
      IRAs                                                            403(b) Plans
      Keogh Plans                                                     SEP-IRAs
      Scudder Horizon Plan*+++ (a variable annuity)                   Profit Sharing and
      401(k) Plans                                                         Money Purchase Pension Plans
    Closed-end Funds#
      The Argentina Fund, Inc.                                        Scudder New Europe Fund, Inc.
      The Brazil Fund, Inc.                                           Scudder World Income Opportunities Fund, Inc.
      The First Iberian Fund, Inc.
      The Korea Fund, Inc.                                          Institutional Cash Management
      The Latin America Dollar Income Fund, Inc.                      Scudder Institutional Fund, Inc.
      Montgomery Street Income Securities, Inc.                       Scudder Fund, Inc.
      Scudder New Asia Fund, Inc.                                     Scudder Treasurers Trust(TM)++
 
For complete information on any of the above Scudder funds, including management fees and expenses, call or
write for a free prospectus. Read it carefully before you invest or send money. +A portion of the income from
the tax-free funds may be subject to federal, state and local taxes. *Not available in all states. +++A no-load
variable annuity contract provided by Charter National Life Insurance Company and its affiliate, offered by
Scudder's insurance agencies, 1-800-225-2470. #These funds, advised by Scudder, Stevens & Clark, Inc., are
traded on various stock exchanges. ++For information on Scudder Treasurers Trust(TM), an institutional cash
management service that utilizes certain portfolios of Scudder Fund, Inc. ($100,000 minimum), call:
1-800-541-7703.
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                                       23
<PAGE>


How to contact Scudder

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<C>                                                               <C> 
Account Service and Information:                                 Please address all correspondence to:
  
                                                                          The Scudder Funds
 For existing account service    Scudder Investor Relations               P.O. Box 2291
 and transactions                1-800-225-5163                           Boston, Massachusetts
                                                                          02107-2291
 For account updates, prices,    Scudder Automated
 yields, exchanges and           Information Line (SAIL)
 redemptions                     1-800-343-2890


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

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


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


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

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







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