SCUDDER INVESTMENT TRUST
N-30D, 1996-02-22
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This information must be preceded or accompanied by a current prospectus.

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

Scudder
Growth and
Income Fund

Annual Report
December 31, 1995

o  A fund with an income-oriented approach to common stock investing. Offers
   opportunities for long-term growth of capital, current income, and growth of
   income.

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


SCUDDER GROWTH AND INCOME FUND

CONTENTS

   2 In Brief

   3 Letter from the Fund's President

   4 Performance Update

   5 Portfolio Summary

   6 Portfolio Management Discussion

  10 Investment Portfolio

  18 Financial Statements

  21 Financial Highlights

  22 Notes to Financial Statements

  28 Report of Independent Accountants

  29 Tax Information

  29 Officers and Trustees

  30 Investment Products and Services

  31 How to Contact Scudder

IN BRIEF

- -    Scudder Growth and Income Fund had a strong year and produced a 31.18%
     total return in 1995.

- -    This performance was better than that of the average growth and income fund
     tracked by Lipper Analytical Services, but slightly below that of the
     unmanaged S&P 500.

- -    The Fund's disciplined investment approach resulted in an overweighting of
     two of the top performing sectors of the U.S. stock market--financial
     services and healthcare--but kept it out of the technology sector, which
     also performed well.

- -    Going forward, the Fund's emphasis on income should cushion the price
     volatility of the portfolio. Favored sectors include financial services and
     healthcare, selected manufacturing issues, and overseas-based companies.


                                       2
<PAGE>

LETTER FROM THE FUND'S PRESIDENT

Dear Shareholders,

         Performance of the major global stock and bond markets was generally
positive in 1995 as slow growth, moderate inflation and falling interest rates
provided a favorable economic climate. The biggest investment story of the year
was the stunning advance in the U.S. equity market, which contributed to Scudder
Growth and Income Fund's gratifying total return of 31.18% for the year.

         Despite the impressive performance in 1995 of the domestic stock
market, U.S. equities are reasonably valued when viewed against the backdrop of
lower bond yields. Even so, a repeat of 1995's exceptional performance is
unlikely, especially if the economy slows as anticipated in the coming year.
This type of environment actually is one in which the Fund has historically
performed relatively well due to its disciplined investment approach.

         Longer term, we see a number of trends underway that support the
outlook for investment in the U.S. and around the world. Technology is bringing
efficiencies to every stage of the product cycle, from design to distribution.
Globalization has widened the competitive universe, making inflationary price
increases less likely. Deregulation is subjecting major industries to market
discipline, increasing capacity and reducing supply bottlenecks. While investing
will always involve uncertainties and market fluctuation, the result of these
forces may well be an era of disinflationary growth that benefits investors and
raises living standards worldwide.

         Finally, it is pleasing when others recognize the value of the Fund's
disciplined investment approach, as witness the following quote from
Morningstar, an independent research firm:

         Overall,  the  fund's  yield-oriented  style has led
         to   a   nice   balance   of   solid   returns   and
         below-average  risk.  It makes an appealing  package
         for  more   conservative   investors.   (Morningstar
         Mutual Funds, 10/27/95)

Scudder Growth and Income Fund's distinctive approach is discussed in detail in
the portfolio management discussion beginning on page 6, which takes the form of
a special interview with the Fund's Lead Portfolio Manager, Robert Hoffman.

         We welcome the many new investors in the Fund and appreciate your vote
of confidence.
                                  Sincerely,

                                  /s/Daniel Pierce
                                  Daniel Pierce
                                  President,
                                  Scudder Growth and Income Fund


                                       3
<PAGE>
SCUDDER GROWTH AND INCOME FUND
PERFORMANCE UPDATE as of December 31, 1995
- -----------------------------------------------------------------
GROWTH OF A $10,000 INVESTMENT
- -----------------------------------------------------------------
SCUDDER GROWTH AND INCOME FUND
- ----------------------------------------
                     Total Return
Period    Growth    --------------
Ended       of                Average
12/31/95  $10,000  Cumulative  Annual
- --------  -------  ----------  ------
1 Year    $13,118    31.18%    31.18%
5 Year    $21,845   118.45%    16.91%
10 Year   $36,974   269.74%    13.97%

S&P 500 INDEX
- --------------------------------------
                     Total Return
Period    Growth    --------------
Ended       of                Average
12/31/95  $10,000  Cumulative  Annual
- --------  -------  ----------  ------
1 Year    $13,758    37.58%    37.58%
5 Year    $21,544   115.44%    16.58%
10 Year   $40,036   300.36%    14.87%


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:

YEARLY PERIODS ENDED DECEMBER 31

Scudder Growth and Income Fund
Year            Amount
- ----------------------
85             $10,000
86             $11,830
87             $12,244
88             $13,715
89             $17,329
90             $16,926
91             $21,692
92             $23,767
93             $27,473
94             $28,187
95             $36,974

S&P 500 Index
Year            Amount
- ----------------------
85             $10,000
86             $11,866
87             $12,490
88             $14,564
89             $19,178
90             $18,583
91             $24,244
92             $26,092
93             $28,721
94             $29,101
95             $40,036

The Standard & Poor's (S&P) 500 Index is an unmanaged capitalization-
weighted measure of 500 widely held common stocks listed on the 
New York Stock Exchange, American Stock Exchange, and Over-The-Counter
market. Index returns assume reinvestment of dividends 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 PERIODS ENDED DECEMBER 31        


<TABLE>
<S>                  <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
                       1986    1987    1988    1989    1990    1991    1992    1993    1994    1995
                     --------------------------------------------------------------------------------
NET ASSET VALUE...   $15.02  $12.31  $13.18  $14.14  $12.77  $15.76  $16.20  $17.24  $16.26  $20.23
INCOME DIVIDENDS..   $  .68  $  .68  $  .59  $  .69  $  .67  $  .55  $  .53  $  .45  $  .51  $  .56
CAPITAL GAINS
DISTRIBUTIONS.....   $ 2.28  $ 2.64  $   --  $ 1.77  $  .34  $   --  $  .50  $ 1.01  $  .91  $  .48
FUND TOTAL
RETURN (%)........    18.27    3.50   12.01   26.36   -2.33   28.16    9.57   15.59    2.60   31.18
INDEX TOTAL
RETURN (%)........    18.66    5.25   16.56   31.63   -3.11   30.40    7.61   10.06    1.32   37.58
</TABLE>


All performance is historical, assumes reinvestment of all dividends and
capital gains, and is not indicative of future results.
Investment return and principal value will fluctuate, so an investor's
shares, when redeemed, may be worth more or less than when purchased.

                                       4
<PAGE>

PORTFOLIO SUMMARY as of December 31, 1995
- ---------------------------------------------------------------------------
DIVERSIFICATION
- ---------------------------------------------------------------------------
Common and Preferred
Stocks                   92%              The Fund focuses on
Convertible Bonds         3%              stocks with above-average
Convertible Stocks        3%              dividends and sound
Cash Equivalents          2%              fundamentals.
                        ---- 
                        100%
                        ====

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

- --------------------------------------------------------------------------
SECTORS (Excludes 2% Cash Equivalents)
- --------------------------------------------------------------------------
Financial                19%
Manufacturing            15%
Health                   15%              Emphasis is on sectors that
Consumer Staples         13%              should perform relatively
Energy                    9%              well in a slowing economy.
Durables                  7%
Communications            6%
Utilities                 5%
Consumer Discretionary    4%
Other                     7%
                        ----
                        100%
                        ====

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

- --------------------------------------------------------------------------
TEN LARGEST EQUITY HOLDINGS
- --------------------------------------------------------------------------
 1. UNITED TECHNOLOGIES CORP.
    Manufacturer of aerospace equipment, climate control
    systems, and elevators

 2. STUDENT LOAN MARKETING ASSOCIATION
    Student loan financing programs

 3. XEROX CORP.
    Leading manufacturer of copiers and duplicators

 4. TRW INC.
    Defense electronics, automotive parts and systems

 5. ELI LILLY & CO.
    Leading pharmaceutical company

 6. LOCKHEED MARTIN CORP.
    Manufacturer of aircraft, missiles and space equipment

 7. H&R BLOCK INC.
    Tax consulting and preparation

 8. H.J. HEINZ CO.
    Major manufacturer of processed foods

 9. AMERICAN HOME PRODUCTS CORP.
    Major U.S. diversified pharmaceutical company

10. KIMBERLY-CLARK CORP.
    Consumer paper products and newsprint

A number of manufacturers that represent attractive relative value 
are among the Fund's top holdings.
- -----------------------------------------------------------------------
For more complete details about the Fund's Investment Portfolio,
see page 10.
A monthly Investment Portfolio Summary and quarterly Portfolio Holdings
are available upon request.

                                       5
<PAGE>

SCUDDER GROWTH AND INCOME FUND
PORTFOLIO MANAGEMENT DISCUSSION

Scudder Growth and Income Fund is managed by a team of three professionals with
a cumulative 39 years of investment experience: Robert T. Hoffman, Benjamin W.
Thorndike, and Kathleen T. Millard. For a report on the Fund's 1995 performance
and strategy, as well as management's outlook and positioning going into 1996,
here is an interview with Robert T. Hoffman, Managing Director of Scudder
Stevens & Clark and Lead Portfolio Manager of Scudder Growth and Income Fund.

Q.   Rob, how did Scudder Growth and Income Fund perform in 1995?

A. The Fund's total return for the year -- which includes change in share price
plus reinvestment of any distributions -- was 31.18%. This figure reflects a
$3.97 increase in the Fund's net asset value per share, to $20.23 on December
31, as well as income distributions totaling $0.56 per share and capital gain
distributions totaling $0.48 per share.

Q.   How would you characterize this performance?

A. It was a good year. Anyone who was invested in the Fund for the full year
made more than 30%. In addition, we outperformed the average growth and income
fund tracked by Lipper Analytical Services, which provided a total return of
30.82%. The Fund failed to match the 37.58% return on the unmanaged S&P 500
Index, which is not surprising in such a spectacular year for stocks. The
discipline we use in managing the Fund should provide competitive returns in
strong markets, but the biggest comparative advantage is often found in dull or
weak markets, where it is designed to provide above-average performance.

Q.   Could you give us your perspective on the market of the past year?

A. Many people may have forgotten that the prognosis for equities was not very
good going into 1995. Among other factors, the Federal Reserve was still
concerned about inflation and had been pursuing a tight money policy, and there
was the crisis surrounding Latin America and the bailout of Mexico. Stock market
sector leadership vacillated over the first half of the year with speculation
concerning the Fed, as investors tried to gauge the impact of more or less
restrictive monetary policy on cyclical industries. The Fed later reversed
course in July in the face of a GDP downtick and lowered interest rates, setting
off another wave of market realignment. While falling interest rates, low
inflation and strong corporate earnings combined over the course of the year to
propel stocks in the aggregate to levels no one had really anticipated, it was
easy for investors to get whipsawed by chasing the previous month's hot sector.
Patience was the key, and we remained true to our income-oriented discipline and
evaluations of company fundamentals in the face of these gyrations. We believe
that the worst thing to do is panic when your investment style is temporarily
out of favor.

                                       6
<PAGE>

Q.   What market sectors or individual holdings were most significant in terms 
of the Fund's performance in 1995?

A. Of our largest holdings at the beginning of the year, seven of the top ten
outperformed the S&P 500 Index in 1995. In particular, the outperformance of our
major holdings -- names like United Technologies, Lockheed Martin, and Rockwell
- -- occurred in the durable goods sector.

     Throughout 1995, the Fund maintained overweighted positions in the year's
top two performing sectors: financial services and health. Many financial
companies have been the beneficiaries of declining interest rates, and one
significant portfolio holding, the Student Loan Marketing Association, turned in
exceptional performance, with a total return of 108% for the year. Sallie Mae
was a unique opportunity where unfavorable political and corporate developments
had been overly discounted, resulting in a depressed stock price. Health stocks
in general surged on the strength of an improved regulatory outlook and a merger
wave fed by undervaluation in the pharmaceutical group.

     On the downside, our position in international stocks was one of the
primary reasons for the Fund's underperformance versus the S&P 500. European
markets on the whole lagged the U.S., and even our very small exposure to Latin
America hurt us early in the year as those markets were sharply impacted by the
Mexican peso crisis. I should note that the Fund did not have meaningful
exposure to technology, another of the year's top-performing sectors, which hurt
performance slightly versus the overall market and some of our peers. This is a
natural consequence of our emphasis on high dividends and strong fundamentals,
and meant that we missed the upsurge -- but also avoided the year-end correction
- -- experienced by that volatile group. In fact, sticking to our discipline
enabled the Fund to finish the year in a strong fashion. Our return of 6.65% for
the fourth quarter was well ahead of the 4.53% return of the average growth and
income fund, as well as the 6.02% return of the S&P 500.

Q.   What is your outlook for 1996 and how does it impact Fund strategy?

A. We are maintaining an overweighted position in the financial group but have
been trimming our exposure to the money center and regional banks, whose
valuations have become less attractive, especially in the face of slowing loan
growth and deteriorating consumer credit quality. We still favor select
insurance stocks and specialized companies such as Sallie Mae and Fannie Mae. We
are also optimistic about the Fund's position in REITs (Real Estate Investment
Trusts), a group which underperformed last year, but which now sports an
historically low valuation.

     The healthcare group remains reasonably valued relative to the market and
the industry's history. It's worth noting that healthcare company earnings have
historically been resilient in the face of declining consumer purchasing power
- -- a likely scenario given already high debt levels. Certain economically


                                       7
<PAGE>

sensitive sectors such as manufacturing and energy are undervalued in our view,
and are well-represented in the portfolio. The prices of some manufacturing
stocks, particularly in the paper/forest products group, already discount a
recession and may rally well before the economy actually bottoms out. Our
technology position continues to be small, as we maintain a strong emphasis on
relative yield, which is generally lacking in this sector.

     Finally, we find relative value in some non-U.S. markets including Europe,
where central banks are expected to step on the monetary accelerator to
stimulate growth. Consequently, international stock holdings have been increased
to slightly more than 10% of assets. In this area, we are focusing on foreign
counterparts to U.S. companies that display more compelling valuations with
similar, if not better, fundamentals.

     In general, our focus on high dividend-paying stocks tends to lead us in
the direction of value investing, and this has benefited the Fund over time as
the market recognizes the intrinsic worth of individual stocks in the portfolio.
We think this is a good position to be in as the economy winds down and market
leadership becomes less driven by earnings.

Q. Given the higher valuations of stocks after an exceptional year in 1995, is
now a good time to invest? 

A. Price-earnings ratios have to be viewed in the context of prevailing interest
rate levels, and one can make the case that U.S. equities are not overvalued in
view of last year's sharp bond yield declines. Perhaps more to the point, it's
very difficult to time the market, and we don't recommend that investors try to
do so. Historically, stocks have provided returns over time that are superior to
those of other asset classes, so participation in the equity markets has been a
good long-term strategy. For investors concerned about a stock market correction
after last year's upsurge, Scudder Growth and Income Fund focuses on consistent
performance and provides a relatively conservative way to achieve or maintain
this valuable equity exposure. In other words, while we like to think the Fund
is a great long-term investment, we feel it's an especially good fund for equity
investors after a 38% year in the stock market.

Q.   Could you explain how the Fund seeks to provide consistent performance?

A. Our emphasis on yield stocks is designed to force us to look at stocks that
are out of favor, but also provides a cushion against price declines. Each stock
we buy must meet the threshold requirement of having a dividend yield 20% higher
than the market as measured by the S&P 500 Index. In addition, stocks that no


                                       8
<PAGE>

longer meet this criterion subsequent to purchase -- due to a price rise,
dividend cut, or change in market levels -- become candidates for sale. Of
course, our analysis only begins with a stock's yield; we also perform extensive
research to assess the quality, stability, and earnings outlook of underlying
issuers.

     The rationale for our "relative yield" discipline is that stocks with
higher yields than the market have in the past performed competitively in up
markets while declining less in down markets. Conversely, low-dividend stocks,
while they have tended to outperform in rising markets, have underperformed by a
wide margin in declining markets. Of course, past performance doesn't guarantee
future results.

Q.   How effective has the relative yield approach been in reducing volatility 
and producing reliable relative performance for Fund shareholders?

A. The Fund has in fact been less volatile than most other growth and income
funds over time. This is true in terms of standard deviation, a common way of
expressing volatility which measures the variation of returns in either
direction around an investment's mean return over time. The results are even
more impressive when you look solely at the Fund's performance in down markets.

     The relative yield approach has also had a positive effect on total returns
over time. Scudder Growth and Income Fund's total returns place it in the top
quarter of growth and income funds tracked by Lipper Analytical Services for the
two (of 340 funds), three (of 259 funds), five (of 192 funds), and ten (of 119
funds) year periods ended December 31, 1995. Average annual returns for the two,
three, five, and ten year periods are 16.01%, 15.87%, 16.91%, and 13.97%,
respectively.

Q. In view of the preceding, for whom is Scudder Growth and Income Fund most
suitable as an investment?

A. Growth and Income Fund is not for investors looking to "knock the cover off
the ball." Our goal in managing the Fund is to provide well above-average
performance over the long-term, in large part by being one of the top performers
in dull and falling markets. We believe the Fund is an excellent investment for
those seeking both participation in the equity markets and more consistent
performance than the average equity vehicle. We like to feel it could be used
either as the only stock vehicle for a conservative investor seeking stock
market exposure, or for the "core" portion of an equity portfolio containing
more aggressive investments.


                               Scudder Growth and
                                  Income Fund:
                          A Team Approach to Investing

   Scudder Growth and Income 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. We believe our
team approach benefits Fund investors by bringing together many disciplines and
leveraging Scudder's extensive resources.

   Lead Portfolio Manager Robert T. Hoffman has had responsibility for setting
the Fund's stock investing strategy and overseeing the Fund's day-to-day
operations since he joined Scudder in 1991. Rob has 11 years of experience in
the investment industry and also heads up the portfolio management team for AARP
Growth and Income Fund. Kathleen T. Millard, Portfolio Manager, has been
involved in the investment industry since 1983 and at Scudder since 1991.
Kathleen focuses on strategy and stock selection, a role she also plays for AARP
Growth and Income Fund. Benjamin W. Thorndike, Portfolio Manager, is the Fund's
chief analyst and strategist for convertible securities. Ben, who has 16 years
of investment experience, joined Scudder and the Fund in 1986 and also is a
Portfolio Manager for AARP Growth and Income Fund.

                                       9
<PAGE>
<TABLE>
SCUDDER GROWTH AND INCOME FUND 
INVESTMENT PORTFOLIO  as of December 31, 1995
- -----------------------------------------------------------------------------------------------------------------------
<CAPTION>
                            % of        Principal                                                               Market
                          Portfolio    Amount ($)                                                             Value ($)
- -----------------------------------------------------------------------------------------------------------------------
<S>                        <C>   <C>   <C>         <C>                                                       <C>

                                 --------------------------------------------------------------------------------------
                           1.3%        REPURCHASE AGREEMENT
                                 --------------------------------------------------------------------------------------

                                       39,452,000  Repurchase Agreement with Donaldson, 
                                                     Lufkin & Jenrette dated 12/29/95 at 5.85%
                                                     to be repurchased at $39,477,644 on 1/2/96, 
                                                     collateralized by a $31,294,000 U.S. Treasury
                                                     Note, 8.125%, 5/15/21 (Cost $39,452,000) ........       39,452,000
                                                                                                             ----------

                                 --------------------------------------------------------------------------------------
                           1.1%        COMMERCIAL PAPER
                                 --------------------------------------------------------------------------------------

                                       25,000,000  Corporate Asset Funding Corp., 5.62%,
                                                     1/26/96 .........................................       24,902,431
                                       10,000,000  General Electric Capital Corp., 5.95%,
                                                     1/5/96 ..........................................        9,993,389
                                                                                                             ----------
                                                   TOTAL COMMERCIAL PAPER (COST $34,895,820) .........       34,895,820
                                                                                                             ----------

                                 --------------------------------------------------------------------------------------
                           0.1%        FOREIGN BONDS-NON U.S. $ DENOMINATED
                                 --------------------------------------------------------------------------------------

                                 GBP    2,500,000  National Power PLC, 6.25%, 9/23/08
                                                    Cost $4,438,999) .................................        4,144,629
                                                                                                             ----------

                                 --------------------------------------------------------------------------------------
                           0.3%        CORPORATE BONDS
                                 --------------------------------------------------------------------------------------
FINANCIAL
                                        5,500,000  Siemens Capital Corp. with warrants, 8%, 
                                                     6/24/02 (Cost $7,177,934) .......................        7,493,750
                                                                                                             ----------

                                 --------------------------------------------------------------------------------------
                           2.8%         CONVERTIBLE BONDS
                                 --------------------------------------------------------------------------------------

CONSUMER DISCRETIONARY     0.1%

Department & 
Chain Stores                            4,000,000  Federated Department Stores, Inc. debenture, 
                                                     5%, 10/1/03 .....................................        3,970,000
                                                                                                             ----------
HEALTH                     0.2%

Pharmaceuticals                         5,810,000  Sandoz Capital BVI Ltd., 2%, 10/6/02 ..............        5,490,450
                                                                                                             ----------
</TABLE>

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

                                      10


<PAGE>
<TABLE>
                                                                                                   INVESTMENT PORTFOLIO  
- -----------------------------------------------------------------------------------------------------------------------
<CAPTION>
                            % of        Principal                                                               Market
                          Portfolio    Amount ($)                                                             Value ($)
- -----------------------------------------------------------------------------------------------------------------------
<S>                        <C>         <C>         <C>                                                       <C>
FINANCIAL                  0.8%

Banks                      0.6%        16,140,000  MBL International Finance Bermuda,
                                                     3%, 11/30/02 ....................................       18,641,700
                                                                                                             ----------
Other Financial 
Companies                  0.2%         4,560,000  First Financial Management Corp.,
                                                     5%, 12/15/99 ....................................        7,330,200
                                                                                                             ----------
SERVICE INDUSTRIES         0.4%

Miscellaneous 
Commercial Services                    24,000,000  ADT Operations Inc. Liquid Yield Option
                                                     Note, 7/6/10 ....................................       11,460,000
                                                                                                             ----------
DURABLES                   0.0%

Automobiles                             1,500,000  Magna International, Inc., 5%, 10/15/02 ...........        1,518,750
                                                                                                             ----------
MANUFACTURING              0.2%

Diversified 
Manufacturing                           5,000,000  Thermo Electron Corp., 4.25%, 1/1/03 ..............        5,425,000
                                                                                                             ----------
TECHNOLOGY                 0.5%

Computer Software          0.2%         8,260,000  Softkey International, Inc., 5.5%, 11/1/00 ........        6,174,350
                                                                                                             ----------
Electronic Data Processing 0.1%         7,500,000  Silicon Graphics Inc., 11/2/13 ....................        3,890,625
                                                                                                             ----------
Precision Instruments      0.2%         1,500,000  Thermo Instruments Systems Inc., 6.625%, 
                                                     8/15/01 .........................................        4,312,500
                                                                                                             ----------
CONSTRUCTION               0.2%         

Homebuilding                            9,300,000  Empresa ICA Sociedad Controladora S.A., 
                                                     5%, 3/15/04 .....................................        4,882,500
                                                                                                             ----------
TRANSPORTATION             0.4%

Airlines                               13,600,000  Delta Air Lines, Inc., 3.23%, 6/15/03   12,920,000
                                                   TOTAL CONVERTIBLE BONDS (COST $79,872,279) ........       86,016,075
                                                                                                             ----------

                                       --------------------------------------------------------------------------------
                           2.5%        CONVERTIBLE PREFERRED STOCKS
                                       --------------------------------------------------------------------------------

                                         Shares
                                       --------------------------------------------------------------------------------
HEALTH                     1.0%

Health Industry Services   1.0%         1,100,200  FHP International Corp.,"A", Cum. $1.25 ...........       29,292,825
                                                                                                             ----------
Medical Supply & 
Specialty                  0.0%            25,000  US Surgical Corp., "A", Cum. $2.20 ................          631,250
                                                                                                             ----------
</TABLE>
   The accompanying notes are an integral part of the financial statements.

                                      11

<PAGE>
<TABLE>
SCUDDER GROWTH AND INCOME FUND 
- -----------------------------------------------------------------------------------------------------------------------
<CAPTION>
                            % of                                                                                Market
                          Portfolio     Shares                                                                Value ($)
- -----------------------------------------------------------------------------------------------------------------------
<S>                       <C>           <C>        <C>                                                       <C>
FINANCIAL                  0.0%                                                                      
Consumer Finance                            7,500  Advanta Corp., 6.75% ..............................          287,813
                                                                                                             ----------
SERVICE INDUSTRIES         0.2%

Miscellaneous 
Commercial Services                     6,151,000  Jardine Strategic Holdings Ltd., 7.5%, 5/7/49 .....        6,612,325
                                                                                                             ----------
MANUFACTURING              0.4%
Containers & Paper         0.1%            60,100  Boise Cascade Corp. "G", Cum $1.58 ................        1,720,363
                                                                                                             ----------
                                           47,000  International Paper Co., 5.25% ....................        2,115,000
                                                                                                             ----------
                                                                                                              3,835,363
                                                                                                             ---------- 

Industrial Specialty      0.3%            606,300  Cooper Industries, Inc., 6% .......................        8,336,625
                                                                                                             ----------
TECHNOLOGY                0.2%
Electronic Data Processing                 50,000  Ceridian Corp., 5.5% ..............................        4,625,000
                                                                                                             ----------
ENERGY                    0.3%
Oil & Gas Production                      180,500  Parker & Parsley Capital Corp., 6.25% .............        8,528,625
                                                                                                             ----------
METALS & MINERALS         0.4%
Precious Metals                           500,000  Freeport McMoRan Copper & Gold, Inc., 
                                                     Cum. $1.25 ......................................       13,625,000
                                                                                                             ----------
                                                   TOTAL CONVERTIBLE PREFERRED STOCKS
                                                     (Cost $70,400,943) ..............................       75,774,826
                                                                                                             ----------

                                        -------------------------------------------------------------------------------
                          0.2%          PREFERRED STOCKS
                                        -------------------------------------------------------------------------------

COMMUNICATIONS      
Telephone/
Communications                            120,000  Philippine Long Distance Telephone Co.
                                                     (Cost $6,000,000) ...............................        6,247,500
                                                                                                             ----------
   
                                        -------------------------------------------------------------------------------
                         91.7%          COMMON STOCKS
                                        -------------------------------------------------------------------------------

Consumer Discretionary    4.0%

Department &                                                                                         
Chain Stores              3.6%            745,600  J.C. Penney Co., Inc. .............................       35,509,200
                                           74,100  May Department Stores .............................        3,130,725
                                          567,800  Melville Corp. ....................................       17,459,850
</TABLE>
   The accompanying notes are an integral part of the financial statements.

                                      12

<PAGE>
<TABLE>
                                                                                                   INVESTMENT PORTFOLIO 
- -----------------------------------------------------------------------------------------------------------------------
<CAPTION>
                            % of                                                                                Market
                          Portfolio     Shares                                                                Value ($)
- -----------------------------------------------------------------------------------------------------------------------
<S>                       <C>    <C>    <C>        <C>                                                      <C>
                                          827,000  Rite Aid Corp. ....................................       28,324,750
                                          666,100  Sears, Roebuck & Co. ..............................       25,977,900
                                                                                                            -----------
                                                                                                            110,402,425
                                                                                                            -----------
Specialty Retail           0.4%           864,600  Intimate Brands, Inc. .............................       12,969,000
                                                                                                            -----------
CONSUMER STAPLES          12.2%
Alcohol & Tobacco          3.9%           515,200  Anheuser Busch Companies, Inc. ....................       34,454,000
                                          549,600  Philip Morris Companies Inc. ......................       49,738,800
                                        1,060,780  RJR Nabisco Holdings Corp. ........................       32,751,583
                                           60,320  Schweitzer-Mauduit International, Inc. ............        1,394,900
                                                                                                            -----------
                                                                                                            118,339,283
                                                                                                            -----------

Consumer Specialties       0.1%           277,000  A.T. Cross Co. "A" ................................        4,189,625
                                                                                                            -----------
Food & Beverage            3.5%           559,500  General Mills, Inc. ...............................       32,311,125
                                        1,526,850  H.J. Heinz Co. ....................................       50,576,906
                                          686,000  Quaker Oats Co. ...................................       23,667,000
                                                                                                            -----------
                                                                                                            106,555,031
                                                                                                            -----------

Package Goods/Cosmetics    4.7%           394,100  Avon Products Inc. ................................       29,705,288
                                          367,600  Clorox Co. ........................................       26,329,350
                                          126,800  Colgate-Palmolive Co. .............................        8,907,700
                                          603,200  Kimberly-Clark Corp. ..............................       49,914,800
                                          601,800  Tambrands Inc. ....................................       28,735,950
                                                                                                            -----------
                                                                                                            143,593,088
                                                                                                            -----------
HEALTH                    13.2%
Health Industry Services   0.3%           205,500  U.S. HealthCare, Inc. .............................        9,555,750
                                                                                                            -----------
Medical Supply & Specialty 1.5%         1,139,000  Bausch & Lomb, Inc. ...............................       45,132,875
                                                                                                            -----------
Pharmaceuticals           11.4%           515,700  American Home Products Corp. ......................       50,022,900
                                        1,095,900  Baxter International Inc. .........................       45,890,813
                                          404,300  Bristol-Myers Squibb Co. ..........................       34,719,263
                                          731,600  Carter-Wallace Inc. ...............................        8,321,950
                                        1,134,200  Eli Lilly & Co. ...................................       63,798,750
                                          844,500  Schering-Plough Corp. .............................       46,236,375
                                          590,200  SmithKline Beecham PLC (ADR) ......................       32,756,100
                                          428,700  Warner-Lambert Co. ................................       41,637,488
                                        1,356,100  Zeneca Group PLC ..................................       26,243,195
                                                                                                            -----------
                                                                                                            349,626,834
                                                                                                            -----------
</TABLE>
   The accompanying notes are an integral part of the financial statements.

                                      13

<PAGE>
<TABLE>
SCUDDER GROWTH AND INCOME FUND
- -----------------------------------------------------------------------------------------------------------------------
<CAPTION>
                            % of                                                                                Market
                          Portfolio     Shares                                                                Value ($)
- -----------------------------------------------------------------------------------------------------------------------
<S>                       <C>    <C>    <C>        <C>                                                      <C>
COMMUNICATIONS             5.7%
Telephone/
Communications                          1,363,500  Alltel Corp. ......................................       40,223,250
                                          791,100  GTE Corp. .........................................       34,808,400
                                        1,067,840  Hong Kong Telecommunications Ltd. (ADR)............       18,954,160
                                          810,000  Koninklijke PTT Nederland .........................       29,475,688
                                          745,300  Sprint Corp. ......................................       29,718,838
                                          750,000  Tele Danmark A/S (ADR) ............................       20,718,750
                                                                                                            -----------
                                                                                                            173,899,086
                                                                                                            -----------
FINANCIAL                 17.0%
Banks                      7.1%           235,000  AmSouth Bancorp. ..................................        9,488,125
                                          544,300  Bankers Trust New York Corp. ......................       36,195,950
                                          607,400  Chemical Banking Corp. ............................       35,684,750
                                          877,800  CoreStates Financial Corp. ........................       33,246,675
                                          947,600  First Bank System Inc. ............................       47,024,650
                                          503,300  J.P. Morgan & Co., Inc. ...........................       40,389,825
                                          128,500  Nordbanken AB .....................................        2,226,533
                                           62,300  Summit Bancorporation .............................        1,962,450
                                              269  Swiss Bank Corp. (Bearer) .........................          109,920
                                          353,300  Wilmington Trust Corp. ............................       10,908,138
                                                                                                            -----------
                                                                                                            217,237,016
                                                                                                            -----------
                          
Insurance                  3.6%           444,605  Allstate Corp. ....................................       18,284,381
                                          458,000  EXEL, Ltd. ........................................       27,938,000
                                          287,400  Hartford Steam Boiler Inspection & 
                                                     Insurance Co. ...................................       14,370,000
                                          918,200  Lincoln National Corp. ............................       49,353,250
                                                                                                            -----------
                                                                                                            109,945,631
                                                                                                            -----------

Other Financial                                                                                         
Companies                  3.6%           279,000  Federal National Mortgage Association ..............      34,630,875
                                        1,125,500  Student Loan Marketing Association .................      74,142,313
                                                                                                            -----------
                                                                                                            108,773,188
                                                                                                            -----------

Real Estate                2.7%           217,100  Avalon Properties, Inc. (REIT) ....................        4,667,650
                                          338,500  Camden Property Trust (REIT) ......................        8,081,688
                                           73,800  Charles E. Smith Residential Realty, Inc. (REIT) ..        1,743,525
                                           28,100  Equity Residential Properties Trust (REIT) ........          860,563
                                          326,600  General Growth Properties, Inc. (REIT) ............        6,776,950
                                          359,300  Health Care Property Investment Inc. (REIT) .......       12,620,413
                                           31,400  Mark Centers Trust (REIT) .........................          357,175

</TABLE>

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

                                      14


<PAGE>
<TABLE>
                                                                                                   INVESTMENT PORTFOLIO 
- -----------------------------------------------------------------------------------------------------------------------
<CAPTION>
                            % of                                                                                Market
                          Portfolio     Shares                                                                Value ($)
- -----------------------------------------------------------------------------------------------------------------------
<S>                       <C>    <C>    <C>        <C>                                                      <C>
                                          468,400  Meditrust SBI (REIT) ..............................       16,335,450
                                          302,400  Nationwide Health Properties Inc. (REIT) ..........       12,700,800
                                           61,900  Post Properties Inc. (REIT) .......................        1,973,063
                                          391,500  Security Capital Industrial Trust (REIT) ..........        6,851,250
                                          451,300  South West Property Trust Inc. (REIT) .............        6,092,550
                                           88,800  Vornado Realty Trust (REIT) .......................        3,330,000
                                                                                                            -----------
                                                                                                             82,391,077
                                                                                                            -----------
MEDIA                      0.5%

Print Media                               313,000  Reader's Digest Association Inc. "A" ..............       16,041,250
                                                                                                            -----------
                          
SERVICE INDUSTRIES         2.9%

Miscellaneous                                                                                              
Consumer Services          1.7%         1,280,200  H & R Block Inc. ...................................      51,848,100
                                                                                                            -----------
Printing/Publishing        1.2%           805,000  Deluxe Corp. .......................................      23,345,000
                                          182,600  Dun & Bradstreet Corp. .............................      11,823,350
                                                                                                            -----------
                                                                                                             35,168,350
                                                                                                            -----------
DURABLES                   6.5%

Aerospace                  5.8%           398,400  AAR Corp. ..........................................       8,764,800
                                          710,013  Lockheed Martin Corp. ..............................      56,091,027
                                          729,400  Rockwell International Corp. .......................      38,567,025
                                            7,600  Thiokol Corp. ......................................         257,450
                                          784,500  United Technologies Corp. ..........................      74,429,438
                                                                                                            -----------
                                                                                                            178,109,740
                                                                                                            -----------

Automobiles                0.6%           660,900  Dana Corp. .........................................      19,331,325
                                                                                                            -----------
Construction/
Agricultural Equipment     0.1%            49,000  PACCAR, Inc. .......................................       2,064,125
                                                                                                            -----------
MANUFACTURING             14.2%

Chemicals                  3.5%           484,700  Dow Chemical Co. ...................................      34,110,763
                                          683,000  E.I. du Pont de Nemours & Co. ......................      47,724,625
                                          140,000  Lubrizol Corp. .....................................       3,902,500
                                          948,900  Lyondell Petrochemical Co. .........................      21,706,088
                                                                                                            -----------
                                                                                                            107,443,976 
                                                                                                            -----------
Diversified                                                                                               
Manufacturing              4.1%         1,451,200  Dresser Industries Inc. ............................      35,373,000
                                          270,800  Olin Corp. .........................................      20,106,900
                                           93,100  St. Joe Paper Co. ..................................       5,120,500

</TABLE>
   The accompanying notes are an integral part of the financial statements.

                                      15

<PAGE>
<TABLE>
SCUDDER GROWTH AND INCOME FUND
- -----------------------------------------------------------------------------------------------------------------------
<CAPTION>
                            % of                                                                                Market
                          Portfolio     Shares                                                                Value ($)
- -----------------------------------------------------------------------------------------------------------------------
<S>                       <C>    <C>   <C>         <C>                                                      <C>
                                          834,500  TRW Inc. ..........................................       64,673,750
                                                                                                            -----------
                                                                                                            125,274,150
                                                                                                            -----------

Electrical Products        0.8%           345,600  Thomas & Betts Corp. ..............................       25,488,000
                                                                                                            -----------
Industrial Specialty       0.3%           320,300  Corning Inc. ......................................       10,249,600
                                                                                                            -----------
Machinery/
Components/Controls        0.3%           239,300  Timken Co. ........................................        9,153,225
                                                                                                            -----------
Office Equipment/Supplies  2.3%           514,000  Xerox Corp. .......................................       70,418,000
                                                                                                            -----------
Specialty Chemicals        2.6%           180,000  ARCO Chemical Co. .................................        8,752,500
                                          613,800  Betz Laboratories Inc. ............................       25,165,800
                                          358,600  Petrolite Corp. ...................................       10,220,100
                                        1,191,800  Witco Corp. .......................................       34,860,150
                                                                                                            -----------
                                                                                                             78,998,550
                                                                                                            -----------
Wholesale Distributors     0.3%            96,100  Alco Standard Corp. ...............................        8,216,550
                                                                                                            -----------
ENERGY                     8.7%

Oil Companies              7.6%           367,200  Exxon Corp. .......................................       29,421,900
                                          372,800  Murphy Oil Corp. ..................................       15,471,200
                                          480,100  Pennzoil Co. ......................................       20,284,225
                                          484,000  Repsol SA (ADR) ...................................       15,911,500
                                          229,000  Royal Dutch Petroleum Co. (New York shares) .......       32,317,625
                                          421,000  Societe Nationale Elf Aquitaine ...................       31,056,389
                                          328,900  Texaco Inc. .......................................       25,818,650
                                          212,177  Total SA "B" ......................................       14,337,456
                                          386,046  Total SA (ADR) ....................................       13,125,555
                                        1,609,900  YPF S.A. "D" (ADR) ................................       34,814,088
                                                                                                            -----------
                                                                                                            232,558,588
                                                                                                            -----------
Oilfield Services/
Equipment                  1.1%           670,000  Halliburton Co. ...................................       33,918,750
                                                                                                            -----------
METALS & MINERALS          0.9%

Precious Metals            0.4%           365,000  De Beers Consolidated Mines Ltd. (ADR) ............       11,041,250
                                                                                                            -----------
Steel & Metals             0.5%           542,590  Freeport McMoRan Copper & Gold, 
                                                     Inc. "A" ........................................       15,192,520       
                                                                                                            -----------

TRANSPORTATION             1.4%

Railroads                               1,119,500  Canadian National Railway Co. .....................       16,792,500
                                          100,800  Consolidated Rail Corp. ...........................        7,056,000
                                          120,100  Norfolk Southern Corp. ............................        9,532,938
                                          137,200  Union Pacific Corp. ...............................        9,055,200
                                                                                                            -----------
                                                                                                             42,436,638
                                                                                                            -----------    
</TABLE>

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

                                      16

<PAGE>
<TABLE>
                                                                                                   INVESTMENT PORTFOLIO 
- -----------------------------------------------------------------------------------------------------------------------
<CAPTION>
                            % of                                                                                Market
                          Portfolio     Shares                                                                Value ($)
- -----------------------------------------------------------------------------------------------------------------------
<S>                        <C>   <C>    <C>        <C>                                                     <C>
UTILITIES                  4.5%
Electric Utilities                        698,600  CINergy Corp. .....................................        21,394,625
                                          227,600  CMS Energy Corp. ..................................         6,799,550
                                        2,332,800  China Light & Power Co., Ltd. (ADR) ...............        10,614,240
                                          239,500  National Power PLC (ADR) ..........................         2,215,375
                                          507,300  PacifiCorp ........................................        10,780,125
                                          220,200  Pacific Gas & Electric Co. ........................         6,248,175
                                        2,329,000  PowerGen PLC ......................................         7,997,293
                                          970,200  PowerGen PLC (ADR) ................................        12,733,875
                                        1,008,000  Southern Company ..................................        24,822,000
                                          210,000  Texas Utilities Co., Inc. .........................         8,636,250
                                          747,900  Unicom Corp. ......................................        24,493,725
                                                                                                           -------------
                                                                                                             136,735,233
                                                                                                           -------------
                                                   TOTAL COMMON STOCKS (COST $2,112,507,366)               2,802,297,829
                                                                                                           -------------     
- ------------------------------------------------------------------------------------------------------------------------

                                                   TOTAL INVESTMENT PORTFOLIO -- 100.0%
                                                     (Cost $2,354,745,341) (a)                             3,056,322,429
                                                                                                           =============
<FN>

(a)  The cost for federal income tax purposes was $2,352,369,063. At December
     31, 1995, net unrealized appreciation for all securities based on tax cost
     was $703,953,366. This consisted of aggregate gross unrealized
     appreciation for all securities in which there was an excess of market
     value over tax cost of $729,585,416 and aggregate gross unrealized
     depreciation for all securities in which there was an excess of tax cost
     over market value of $25,632,050.  

</FN>
</TABLE>
<TABLE>
- ---------------------------------------------------------------------------------------------------
      Transactions in written call options during the year ended December 31, 1995 were as follows:
                                                                                    PREMIUMS  
                                                        NUMBER OF CONTRACTS       RECEIVED ($)
                                          ---------------------------------------------------------
<S>                                                          <C>                    <C>
Outstanding at December 31, 1994 ........                      --                           --
  Contracts written .....................                    18,500                 20,946,597
  Contracts closed ......................                   (18,500)               (20,946,597)
                                          ---------------------------------------------------------
Outstanding at December 31, 1995 ........                      --                           --
                                                             ======                  ==========
</TABLE>                                     
   The accompanying notes are an integral part of the financial statements.

                                      17


<PAGE>
<TABLE>
SCUDDER GROWTH AND INCOME FUND
FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------------------------------
<CAPTION>                                                                 
          STATEMENT OF ASSETS AND LIABILITIES

          December 31, 1995
          --------------------------------------------------------------------------------------------
          <S>                                                             <C>           <C>
          ASSETS
          Investments, at market (identified cost $2,354,745,341)
            (Note A) .................................................                  $3,056,322,429
          Collateral held for securities loaned (Note A) .............                     199,879,300

          Cash .......................................................                          92,991
          Receivables:
            Dividends and interest ...................................                       9,934,200
            Investments sold .........................................                       8,976,497
            Fund shares sold .........................................                       4,397,416
            Foreign taxes recoverable ................................                         756,015
          Other assets ...............................................                           5,896
                                                                                        --------------
            Total assets .............................................                   3,280,364,744

          LIABILITIES                                                     
          Payables:
            Collateral on securities loaned (Note A) .................    $199,879,300
            Fund shares redeemed .....................................      11,035,007
            Investments purchased ....................................       5,836,323
            Accrued management fee (Note C) ..........................       1,267,197
            Other accrued expenses (Note C) ..........................       1,139,337
                                                                          ------------
              Total liabilities ......................................                     219,157,164
                                                                                        --------------
          Net assets, at market value ................................                  $3,061,207,580
                                                                                        ==============
          NET ASSETS
          Net assets consist of:
            Undistributed net investment income ......................                  $    2,471,598
            Net unrealized appreciation (depreciation) on:
              Investments ............................................                     701,577,088
              Foreign currency related transactions ..................                          (4,957)
            Accumulated net realized gain ............................                       7,577,287
            Shares of beneficial interest ............................                       1,513,187
            Additional paid-in capital ...............................                   2,348,073,377
                                                                                        --------------
          Net assets, at market value ................................                  $3,061,207,580
                                                                                        ==============
         NET ASSET VALUE, offering and redemption price per share
          ($3,061,207,580 DIVIDED BY 151,318,741 shares of capital stock
          outstanding, $.01 par value, unlimited number of 
          shares authorized) .........................................                  $        20.23
                                                                                        ==============
</TABLE>
The accompanying notes are an integral part of the financial statements.

                                      18

<PAGE>
<TABLE>
                                                                                 FINANCIAL STATEMENTS
- -----------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
     STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------------------
<CAPTION>                                                                 
Year Ended December 31, 1995
- --------------------------------------------------------------------------------------------
<S>                                                         <C>           <C>            
INVESTMENT INCOME
Income:
Dividends (net of withholding  taxes of $900,442) .......                 $ 90,261,325
Interest ................................................                    8,627,930
                                                                          ------------
                                                                            98,889,255
Expenses:
Management fee (Note C) .................................   $ 13,054,200
Services to shareholders (Note C) .......................      5,649,686
Custodian and accounting fees (Note C) ..................        508,234
Trustees' fees (Note C) .................................         34,820
Reports to shareholders .................................        753,664
Federal and state registration ..........................        196,490
Auditing ................................................         54,640
Legal ...................................................         24,771
Other ...................................................         90,374    20,366,879
                                                            ------------  ------------
Net investment income ...................................                   78,522,376
                                                                          ------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT
  TRANSACTIONS
Net realized gain (loss) from:
  Investments ............................................    79,812,797
  Options ................................................   (15,734,123)
  Foreign currency related transactions ..................      (148,438)   63,930,236
                                                            ------------
Net unrealized appreciation (depreciation) during
  the period on:
  Investments ............................................   546,343,519
  Foreign currency related transactions ..................       (20,211)  546,323,308
                                                            ------------  ------------
Net gain on investment transactions ......................                 610,253,544
                                                                          ------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                      $688,775,920
                                                                          ============

</TABLE>
The accompanying notes are an integral part of the financial statements.

                                      19

<PAGE>
<TABLE>
SCUDDER GROWTH AND INCOME FUND
- ----------------------------------------------------------------------
<CAPTION>                                                                 
          ------------------------------------------------------------------------------
          STATEMENT OF CHANGES IN NET ASSETS
          ------------------------------------------------------------------------------
                                                                           YEARS ENDED DECEMBER 31,
                                                                           ------------------------ 
          INCREASE (DECREASE IN NET ASSETS)                                 1995             1994
          --------------------------------------------------------------------------------------------
          <S>                                                         <C>               <C>
          Operations:
          Net investment income ....................................  $   78,522,376    $   55,084,132
          Net realized gain from investment                           
            transactions ...........................................      63,930,236       110,478,324
          Net unrealized appreciation (depreciation) on
            investment transactions during the period ..............     546,323,308      (124,874,829)
                                                                      --------------    --------------
          Net increase in net assets resulting 
            from operations ........................................     688,775,920        40,687,627
                                                                      --------------    --------------
          Distributions to shareholders from:
            Net investment income ($.56 and $.51 
              per share, respectively) .............................     (78,569,568)      (55,549,751)
                                                                      --------------    --------------
            Net realized gains from investment 
              transactions ($.48 and $.91 per share, 
              respectively) ....................................         (69,054,578)     (104,186,389)
                                                                      --------------    --------------
          Fund share transactions:
          Proceeds from shares sold ................................     829,474,858       660,899,843
          Net asset value of shares issued to
            shareholders in reinvestment of distributions ..........     133,306,288       141,532,779
          Cost of shares redeemed ..................................    (434,428,526)     (315,194,390)
                                                                      --------------    --------------
          Net increase in net assets from Fund 
            share transactions ....................................      528,352,620       487,238,232
                                                                      --------------    --------------
          INCREASE IN NET ASSETS ...................................   1,069,504,394       368,189,719
          Net assets at beginning of period ........................   1,991,703,186     1,623,513,467
                                                                      --------------    --------------
          NET ASSETS AT END OF PERIOD (including
            undistributed net investment income of
            $2,471,598 and $2,585,428, respectively) ...............  $3,061,207,580    $1,991,703,186
                                                                      ==============    ==============
          OTHER INFORMATION
          INCREASE (DECREASE) IN FUND SHARES
          Shares outstanding at beginning of period ................     122,454,972        94,183,009
                                                                      --------------    --------------
          Shares sold ..............................................      45,610,829        38,072,976
          Shares issued to shareholders in reinvestment
            of distributions .......................................       6,927,513         8,384,211
          Shares redeemed ..........................................     (23,674,573)      (18,185,224)
                                                                      --------------    --------------
          Net increase in Fund shares ..............................      28,863,769        28,271,963
                                                                      --------------    --------------
          Shares outstanding at end of period ......................     151,318,741       122,454,972
                                                                      ==============    ==============
</TABLE>
The accompanying notes are an integral part of the fianancial statements.

                                      20

<PAGE>
<TABLE>
                                                                                                     FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------------------------------------------------
THE FOLLOWING TABLE INCLUDES SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD AND OTHER 
PERFORMANCE INFORMATION DERIVED FROM THE FINANCIAL STATEMENTS.

<CAPTION>
                                                                        YEARS ENDED DECEMBER 31,
                                            ------------------------------------------------------------------------------
                                             1995    1994   1993(b)  1992    1991    1990    1989    1988    1987    1986
                                            ------------------------------------------------------------------------------
                                            <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
Net asset value, beginning                          
  of period ..............................  $16.26  $17.24  $16.20  $15.76  $12.77  $14.14  $13.18  $12.31  $15.02  $15.35
                                            ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
Income from investment
  operations:
  Net investment income ..................     .55     .49     .49     .57     .57     .65     .67     .60     .68     .67
  Net realized and
    unrealized gain (loss) on
    investment transactions ..............    4.46    (.05)   2.01     .90    2.97   (1.01)   2.75     .86    (.07)   1.96
                                            ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
Total from investment
  operations .............................    5.01     .44    2.50    1.47    3.54    (.36)   3.42    1.46     .61    2.63
                                            ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
Less distributions from:
  Net investment income ..................    (.56)   (.51)   (.45)   (.53)   (.55)   (.67)   (.69)   (.59)   (.68)   (.68)
  Net realized gains on
    investment transactions ..............    (.48)   (.91)  (1.01)   (.50)     --    (.34)  (1.77)     --   (2.64)  (2.28)
                                            ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
Total distributions ......................   (1.04)  (1.42)  (1.46)  (1.03)   (.55)  (1.01)  (2.46)   (.59)  (3.32)  (2.96)
                                            ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
  Net asset value, end of period .........  $20.23  $16.26  $17.24  $16.20  $15.76  $12.77  $14.14  $13.18  $12.31  $15.02
                                            ======  ======  ======  ======  ======  ======  ======  ======  ======  ======
TOTAL RETURN (%)..........................   31.18    2.60   15.59    9.57   28.16   (2.33)  26.36   12.01    3.50   18.27

RATIOS AND 
SUPPLEMENTAL DATA
Net assets, end of period
  ($ millions) ...........................   3,061   1,992   1,624   1,166     723     491     490     402     392     385
Ratio of operating expenses to                                                        
  average net assets (%) (a) .............     .80     .86     .86     .94     .97     .95     .87     .92     .89     .83
Ratio of net investment income
  to average net assets (%) ..............    3.10    2.98    2.93    3.60    4.03    5.03    4.47    4.63    4.24    4.19
Portfolio turnover rate (%) ..............    26.9    42.3    35.5    27.5    44.7    64.7    76.6    47.6    59.5    45.3

<FN>
(a) The Adviser did not impose a portion of its management fee amounting 
    to $.02 per share for the year ended December 31, 1992.
    If all expenses, including the management fee not imposed, 
    had been incurred by the Fund, the annualized ratio of expenses to
    average net assets for such year would have been 1.08% 
    and the total return would have been lower. This ratio includes costs
    associated with the acquisition of certain assets of 
    Niagara Share Corporation on July 27, 1992, exclusive of these charges the
    ratio would have been .92%.

(b) Effective January 1, 1993, the Fund discontinued using equalization accounting.

</FN>
</TABLE>
                                      21

<PAGE>
SCUDDER GROWTH AND INCOME FUND
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

                A.  SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------------------


                Scudder Growth and Income Fund (the "Fund") is a
                diversified series of Scudder Investment Trust (the "Trust").
                The Trust is organized as a Massachusetts business trust and
                is registered under the Investment Company Act of 1940, as
                amended, as a diversified, open-end management investment
                company. The policies described below are followed
                consistently by the Fund in the preparation of its financial 
                statements in conformity with generally accepted accounting
                principles. 

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

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

                                      22

<PAGE>

                                                  NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

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 resale price. 

SECURITY LENDING. The Fund may seek to increase its income by lending
portfolio securities. Such loans may be made through the Fund's authorized
agent to registered broker/dealers and are required to be collateralized by
cash in an amount at least equal to the market value plus accrued interest of
the securities loaned. The collateral is invested, and a negotiated percentage
of the interest earned is remitted to the Fund. This income is included as a
component of interest income. At December 31, 1995, the Fund loaned securities
with an aggregate market value of $193,380,096 which represents 6.3% of total
net assets.

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 wrote call options on financial instruments as a 
hedge against potential adverse price movements in the value of portfolio 
assets.

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

The gain or loss recognized by the Fund upon the exercise of a written call 
or purchased put option is adjusted for the amount of option premium. If a 
written put or purchased call option is exercised, the

                                      23

<PAGE>

SCUDDER GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------

                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 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.

                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 liabilities at the daily rates of exchange,
                        and 

                 (ii)   purchases and sales of investment securities,
                        dividend and interest income and certain expenses at
                        the daily 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.

                                      24


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

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

DISTRIBUTION OF INCOME AND GAINS. Distributions of net investment income are 
made quarterly. 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. 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. These 
differences relate primarily to non-taxable distributions and certain securities
sold at a loss. As a result, net investment income 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 specific identified cost method for determining realized 
gain or loss on investments for both financial and federal income tax reporting 
purposes.

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. 

                                      25

<PAGE>

SCUDDER GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------
                
                B.  PURCHASES AND SALES OF SECURITIES
- --------------------------------------------------------------------------------
                For the year ended December 31, 1995, purchases and
                sales of investment securities (excluding short-term
                investments) aggregated $1,061,268,297 and $660,993,305, 
                respectively.

                C.  RELATED PARTIES
- --------------------------------------------------------------------------------

        
                On August 8, 1995, the Fund's Board of Trustees
                approved a new Investment Management Agreement (the
                "Management Agreement") with Scudder, Stevens & Clark, Inc. 
                (the "Adviser"). Under the Management Agreement 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. The management fee payable 
                under the Management Agreement is equal to an annual rate of
                approximately 0.60% on the first $500,000,000 of the Fund's
                average daily net assets, 0.55% on the next $500,000,000,
                0.50% on the next $500,000,000, 0.475% on the next 
                $500,000,000, and 0.45% of such net assets in excess of
                $2,000,000,000, computed and accrued daily and payable
                monthly. 

                Under the Investment Management Agreement between the
                Fund and the Adviser which was in effect prior to August 8,
                1995 (the "Agreement"), the Fund agreed to pay the Adviser an
                annual rate of approximately 0.60% on the first $500,000,000 
                of the Fund's average daily net assets, 0.55% on the next
                $500,000,000, 0.50% on the next $500,000,000, and 0.475% of
                such net assets in excess of $1,500,000,000, computed and
                accrued daily and payable monthly. Both Agreements also provide 
                that if the Fund's expenses, exclusive of taxes, interest, and
                extraordinary expenses, exceed specified limits, such excess,
                up to the amount of the management fee, will be paid by the
                Adviser. For the year ended December 31, 1995, the fee
                pursuant to both the Management Agreement and the Agreement
                amounted to  $13,054,200, which was equivalent to an annual
                effective rate of .52% of the Fund's average daily net assets.

                                      26


<PAGE>

                                                   NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
Scudder Service Corporation ("SSC"), a subsidiary of the Adviser, is the 
transfer, dividend paying and shareholder service agent for the Fund. For the 
year ended December 31, 1995, the amount charged to the Fund by SSC aggregated
$4,880,494, of which $686,744 is unpaid at December 31, 1995. 

Scudder Fund Accounting Corporation ("SFAC"), a subsidiary of the Adviser, 
assumed responsibility for determining the daily net asset value per share 
and maintaining the portfolio and general accounting records of the Fund. For 
the year ended December 31, 1995, the amount charged to the Fund by SFAC 
aggregated $198,521, of which $18,430 is unpaid at December 31, 1995.

The Fund pays each Trustee not affiliated with the Adviser $4,000 annually, 
plus specified amounts for attended board and committee meetings. For the year 
ended December 31, 1995, Trustees' fees and expenses aggregated $34,820.

                                      27

<PAGE>
SCUDDER GROWTH AND INCOME FUND
REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------

                TO THE TRUSTEES OF SCUDDER INVESTMENT TRUST AND THE
                SHAREHOLDERS OF SCUDDER GROWTH AND INCOME FUND: 

                We have audited the accompanying statement of assets
                and liabilities of Scudder Growth and Income Fund, including
                the investment portfolio, as of December 31, 1995, and the
                related statement of operations for the year then ended, the
                statements of changes in net assets for each of the two years
                in the period then ended, and the financial highlights for
                each of the ten years in the period then ended. 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 audits.

                We conducted our audits 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 December 31, 
                1995 by correspondence with the custodian and brokers. An audit
                also includes assessing the accounting principles used and
                significant estimates made by management, as well as
                evaluating the overall financial statement presentation. We
                believe that our audits provide 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 Growth and Income
                Fund as of December 31, 1995, the results of its operations
                for the year then ended, the changes in its net assets for each 
                of the two years in the period then ended and the financial
                highlights for each of the ten years in the period then ended
                in conformity with generally  accepted accounting principles.

                Boston, Massachusetts                  COOPERS & LYBRAND L.L.P.
                February 2, 1996

                                      28


<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 distributions of $.395 per share from net long-term capital
gains during its fiscal year ended December 31, 1995. Pursuant to Section 852 of
the Internal Revenue Code, the Fund designates $48,445,974 as capital gain
dividends for its fiscal year ended December 31, 1995. 

For corporate shareholders, 100% of the income dividends paid during the Fund's 
year ended December 31, 1995 qualified for the dividends received deduction. 

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.

OFFICERS AND TRUSTEES

Daniel Pierce*
    President and Trustee
Henry P. Becton, Jr.
    Trustee; President and General Manager, WGBH Educational Foundation
Dudley H. Ladd*
    Trustee
George M. Lovejoy, Jr.
    Trustee; President and Director, Fifty Associates
Wesley W. Marple, Jr.
    Trustee; Professor of Business Administration, Northeastern University
Juris Padegs*
    Trustee
Jean C. Tempel
    Trustee; General Partner, TL Ventures
Bruce F. Beaty*
    Vice President
Jerard K. Hartman*
    Vice President
Robert T. Hoffman*
    Vice President
Thomas W. Joseph*
    Vice President
David S. Lee*
    Vice President
Douglas M. Loudon*
    Vice President
Valerie F. Malter*
    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.



                                       29
<PAGE>

INVESTMENT PRODUCTS AND SERVICES

<TABLE>

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

                                       30
<PAGE>

HOW TO CONTACT SCUDDER

<TABLE>

 Account Service and Information
<CAPTION>
 -------------------------------------------------------------------------------------------------------------
 <S>                                     <C>   
                                         For existing account service and transactions
                                         SCUDDER INVESTOR RELATIONS
                                         1-800-225-5163

                                         For personalized information about your
                                         Scudder accounts; exchanges and
                                         redemptions; or information on any
                                         Scudder fund SCUDDER AUTOMATED
                                         INFORMATION LINE (SAIL) 1-800-343-2890

 Investment Information
 -------------------------------------------------------------------------------------------------------------
                                         To receive information about the
                                         Scudder funds, for additional
                                         applications and prospectuses, or for
                                         investment questions SCUDDER INVESTOR
                                         RELATIONS 1-800-225-2470

                                         For establishing 401(k) and 403(b) plans
                                         SCUDDER DEFINED CONTRIBUTION SERVICES
                                         1-800-323-6105

 Please address all correspondence to
 -------------------------------------------------------------------------------------------------------------
                                         THE SCUDDER FUNDS
                                         P.O. BOX 2291
                                         BOSTON, MASSACHUSETTS
                                         02107-2291
 Or stop by a Scudder Funds Center
 -------------------------------------------------------------------------------------------------------------

                                         Many  shareholders  enjoy the  personal,  one-on-one  service of the
                                         Scudder  Funds  Centers.  Check for a Funds Center near you--they can
                                         be found in the following cities:
                                         Boca Raton                              New York
                                         Boston                                  Portland, OR
                                         Chicago                                 San Diego
                                         Cincinnati                              San Francisco
                                         Los Angeles                             Scottsdale
 -------------------------------------------------------------------------------------------------------------

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

    Scudder Investor Relations and Scudder Funds Centers are services provided
    through Scudder Investor Services, Inc., Distributor.
<FN>
 *  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.
</FN>
</TABLE>

                                       31
<PAGE>


Celebrating Over 75 Years of Serving Investors

     Established in 1919 by Theodore Scudder, Sidney Stevens, and F. Haven
Clark, Scudder, Stevens & Clark was the first independent investment counsel
firm in the United States. Since its birth, Scudder's pioneering spirit and
commitment to professional long-term investment management have helped shape the
investment industry. In 1928, we introduced the nation's first no-load mutual
fund. Today we offer 37 pure no load(TM) funds, including the first
international mutual fund offered to U.S. investors.

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


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