Fill and Sign the This Prospectus Sets Forth Concisely the Information

INVESTMENT COMPANIES & REAL ESTATE INVESTMENT TRUSTS (REIT) §11.109 September 199311-207I Exhibit B This prospectus sets forth concisely the information about Scudder Growth and Income Fund, a series of Scudder investment Trust, that a prospective investor should know before investing. Please retain it for future reference. If you require more detailed information, a Statement of Additional Information dated May l, 1992, as amended from time to time, may be obtained without charge by writing Scudder Investor Services, Inc., 160 Federal Street, Boston, MA 02110-1706. The Statement, which is incorporated by reference into this prospectus, has been filed with the Securities and Exchange Commission. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Contents—see page 4. 64-2-52 SFD64PR1 SCUDDER Scudder Growth and Income Fund Prospectus May 1, 1992 A pure no-load™ (no sales charges) mutual fund seeking long-term growth of capital, current income, and growth of income. §11.109 PROXY STATEMENTS: STRATEGY & FORMS Expense information How to compare a Scudder pure no-load™ fund This information is designed to help you understand the various costs and expenses of investing in Scudder Growth and Income Fund. By reviewing this table and those in other mutual funds’ prospectuses, you can compare the Fund’s fees and expenses with those of other funds. With Scudder’s pure no-load™ hands, you pay no sales commissions or fees when purchasing or redeeming shares. As a result, all of your money goes to work for you. 1) Shareholder transaction expenses: Expenses charged directly to your individual account in the Fund for various transactions. Sales commissions to purchase shares (“sales load”) NONE Commissions to reinvest dividends NONE Redemption fees* NONE Fees to exchange shares NONE 2) Annual Fund operating expenses: Expenses paid by the Fund before it distributes its net investment income, expressed as a percentage of its average daily net assets for the year ended December 31, 1991. Investment management fee 0.60% 12b-1 fees NONE Other expenses 0.37% Total Fund operating expenses0.97% Example Based on the level of total hand operating expenses listed above, the total expenses relating to a $1,000 investment, assuming a 5% annual return and redemption at the end of each period, are list ed below. Investors do not pay these expenses directly; they are paid by the Fund before it distributes its ne t investment income to shareholders. (As noted above, the Fund has no redemption fees of any kind.) 1 Year 3 Years 5 Years 10 Years $10 $31 $54 $119 See “Fund organization—Investment adviser” for further information about the investment manage ment fee. This example assumes reinvestment of all dividends and distributions, and that the perc entage amounts listed under “Annual Fund operating expenses” remain the same each year. This example should not be considered a representation of past or future expenses or return. Actual Fund expenses and return vary from year to year and may be higher or lower than those shown. * You may redeem by writing or calling the Fund. If you wish to receive redemption proceeds via wire, there is a $5 wire service fee. For additional information, please refer to “Redeeming shares.” INVESTMENT COMPANIES & REAL ESTATE INVESTMENT TRUSTS (REIT) §11.109 September 199311-209 Financial information Selected data (for a share outstanding throughout each year) and ratios are as follows (audited): For the Years Ended December 31, 1991 1990 1989 1988 1987 1986 1985 1984 1983 1982 Income and expenses Income .............................................. $ .71 $ .78 $ .80 $ .72 $ .82 $ .80 $ .70 $ .52 $ .56 $ .60 Operating expenses ........................... (.14) (.13) (.13) (.12) (.14) (.13) (.11) (.11) (.12) (.10) Net investment income ..................... .57 .65 .67 .60 .68 .67 .59 .41 .44 .50 Dividends from net investment income .......................... (.55) (.67) (.69) (.59) (.68) (.68) (.58) (.40) (.43) (.49) Capital changes Net realized and unrealized gain (loss) on investments................ 2.97 (1.01) 2.75 .86 (.07) 1.96 3.44 (1.12) 1.38 1.99 Distributions from net realized gains .................................. — (.34) (1.77) — (2.64) (2.28) — (1.78) (.49) (1.36) Net increase (decrease) in net asset value ....................................... 2.99 (1.37) .96 .87 (2.71) (.33) 3.45 (2.89) .90 .64 Net asset value: Beginning of year .............................. 12.77 14.14 13.18 12.31 15.02 15.35 11.90 14.79 13.89 13.25 End of year ........................................ $15.76 $12.77 $14.14 $13.18 $12.31 $15.02 $15.35 $11.90 $14.79 $13.89 Ratio of operating expenses to average net assets (%) ........................ .97 .95 .87 .92 .89 .83 .84 .89 .92 .86 Ratio of net investment income to average net assets (%) .................... 4.03 5.03 4.47 4.63 4.24 4.19 4.35 3.56 3.11 4.12 Portfolio turnover rate (%) ..................... 44.7 64.7 76.6 47.6 59.5 45.3 73.3 78.8 84.3 51.6 Number of shares outstanding at end of year (000 omitted) .............. 45,838 38,423 34,685 30,471 31,825 25,599 19,679 18,787 17,589 13,575 On November 13, 1984, the Fund adopted its present name and objectives. Prior to that date, the Fund was known as the Scudder Common Stock Fund, Inc. and its objective was solely long-term capital growth. Supplementary information for each of the three years in the period ended December 31, 1984 should not be considered representative of the present Fund. §11.109 PROXY STATEMENTS: STRATEGY & FORMS A message from Scudder’s chairmanScudder, Stevens & Clark, Inc., investment adviser to the Scudder Family of Funds, was founded in 1919. We offered America’s first no-load mutual fund in 1928. Today, we manage in excess of $60 billion for many private accounts and over 50 mutual fund portfolios. We manage the mutual funds in a special program for the American Association of Retired Persons, as well as the fund options available through Scudder Horizon Plan, a tax-advantaged variable annuity. We also advise The Japan Fund and six closed-end funds: The Argentina Fund, The Brazil Fund, The Korea Fund, Montgomery Street Income Securities, Scudder New Asia Fund, and Scudder New Europe Fund. The Scudder Family of Funds is designed to make investing easy and less costly. It includes money market, tax free, income, and growth funds as well as IRAs, Keoghs, and other retirement plans. Services available to all shareholders include toll-free access to professional service representatives at Scudder Service Corporation and the Scudder Investor Information department, free exchange among funds, shareholder reports, informative newsletters, and the walk-in convenience of Scudder Funds Centers. All Scudder funds are pure no-load™. There are no front-end sales loads, redemption costs, transaction fees or Rule 12b-1 distribution charges. All of your money goes to work for you. We look forward to welcoming you as a shareholder. Scudder Growth and Income Fund Investment objective  long-term growth of capital, current income, and growth of income Investment characteristics  an actively-managed portfolio consisting primarily of common stocks and securities convertible into common stocks  an emphasis on companies with good prospects for earnings growth over time  opportunity to share in the long-term growth of the U.S. stock market as well as stock market risk  daily liquidity at current net asset value Contents Investment objective and policies .................... S Why invest in the Fund? .................................. 5 Investment results ............................................ 6 Additional information about policies and investments ........................................... 7 Distribution and performance information ................................................. 9 Fund organization ............................................ 10 Purchasing shares ............................................. 11 Redeeming shares ............................................ 12 Transaction information ................................... 13 Shareholder benefits ......................................... 15 Trustees and Officers ....................................... 17 Investment products and services .................... 18 How to contact Scudder ................................... 19 Daniel Pierce, Chairman, Scudder, Stevens & Clark, Inc. §11.109 PROXY STATEMENTS: STRATEGY & FORMS 11-212© 1993 Jefren Publishing Company, Inc. Investment objective and policies Scudder Growth and Income Fund (the “Fund”) seeks long-term growth of capital, current income, and growth of income. The Fund invests primarily in common stocks, preferred stocks, and securities convertible into common stocks of companies which offer the prospect for growth of earnings while paying current dividends. Over time, continued growth of earnings tends to lead to higher dividends and enhancement of capital value. The Fund allocates its investments among different industries and companies, and changes its portfolio securities for investment considerations and not for trading purposes. Except as otherwise indicated, the Fund’s objective and policies are not fundamental and may be changed without a vote of shareholders. Shareholders will be informed of any changes in the Fund’s objective and policies. If there is a change in investment objective, shareholders should consider whether the Fund remains an appropriate investment in light of their then current financial position and needs. There can be no assurance that the Fund’s objective will be met. Investments The Fund attempts to achieve its investment objective by investing primarily in dividend-paying common stocks, preferred stocks and securities convertible into common stocks. The Fund may also purchase such securities which do not pay current dividends but which offer prospects for growth of capital and future income. Convertible securities (which may be current or zero coupon securities) are bonds, notes, debentures, preferred stocks and other securities which may be converted or exchanged at a stated or determinable exchange ratio int o underlying shares of common stock. The Fund may also invest in nonconvertible preferred stocks consistent with the Fund’s objective. From time to time, for temporary defensive purposes, when the Fund’s adviser feels such a position is advisable in light of economic or market conditions, the Fund may invest a portion of its assets in cash and cash equivalents. The Fund may invest in foreign securities. It may also invest in repurchase agreements and use other investment strategies. The Fund’s share price fluctuates with changes in interest rates and market conditions. These fluctuations may cause the value of your shares to be higher or lower than when purchased. More information about investment techniques is provided under “Additional information about policies and investments.” Why invest in the Fund? The Fund seeks to provide participation in the long-term growth of the economy through the investment returns offered by common stocks and securities convertible into common stocks. It maintains a diversified portfolio consisting primarily of common stocks and convertible securities of companies with long-standing records of earnings growth. These companies, many of which are mainstays of the domestic U.S. economy, offer prospects for future growth of earnings and profits, and therefore may offer investors attractive long-term investment opportunities. This strategy, with an emphasis on income, may be more appropriate for the conservative portions of your equity portfolio. In addition, Scudder Growth and Income Fund offers all the benefits of the Scudder Family of Funds. Scudder, Stevens & Clark, Inc. manages a diverse family of pure no-load™ funds and provides a wide range of services to help investors meet their investment needs. Please refer to “Investment products and services” for additi onal information. Investment results INVESTMENT COMPANIES & REAL ESTATE INVESTMENT TRUSTS (REIT) §11.109 September 199311-213 The Fund is designed for long-term investors who can accept moderate stock market risk. In return for accepting stock market risk, you may earn a greater return on your investment than from a money market or an income Annual capital changes Scudder Growth and Income Fund Standard & Poor’s 500 Stock Index December 31, Net Asset Value/Share Dividends Capital Gains Distributions Capital Change Price Level Capital Change 1985 $ 15.35 211 1986 15.02 $.68 2.28 + 13.39 % 242 + 14.69 % 1987 12.31 .68 2.64 - 0.66 247 + 2.07 1988 13.18 .59 — + 7.07 278 + 12.55 1989 14.14 .69 1.77 + 20.84 353 + 26.99 1990 12.77 .67 0.34 - 7.32 330 - 6.52 1991 15.76 .55 — + 23.49 417 + 26.36 Growth of a $1,000 investment Scudder Growth and Income Fund Standard & Poor’s 500 Stock Index Total Return Total Return Periods Ended December 31, 1991 Value of Initial $1,000 Investment Cumulative Average Annual Value of Initial $1,000 Investment Cumulative Average Annual One Year $1,282 + 28.16% +28.16% $1304 + 30.42% +30.42% Five Years 1,834 + 83.36 + 12.89 2041 + 104.08 + 15.33 Life of the Fund* 2,958 +195.75 + 16.44 3234 + 223.40 + 17.91 The Fund’s cumulative and average annual total returns for the ten year period ended Dece mber 31, 1991 are 287.32% and 14.49%, respectively. Comparable returns for the Standard & Poor’s 500 Stock Index are as follows: 10 year cum ulative—405.19%, average annual—17.58%. These figures are supplied consistent with current regulatory interpretations. However, the performance of the Fund prior to the date on which it changed its investment objective does not necessarily reflect what the Fund’s performance would have been under its current objective. Performance figures are historical. Investor return and principal value fluctuates so that a n investor’s shares, when redeemed, may be worth more or less than their original cost. “Growth of a $1,000 investment” assumes that divi dends and capital gain distributions, if any, were reinvested. The Standard & Poor’s 500 Stock Index is a widely-followed, unmanaged index of 500 industrial, transportation, ut ility, and financial companies which is widely regarded as representative of the equity market. * The present investment objectives and name of Scudder Growth and Income Fund date from Novembe r 13, 1984. Prior to that time the Fund was known as Scudder Common Stock Fund, Inc. The performance data shown above reflect the Fund’s present name and objectives. Life of the Fund figures are from November 13, 1984 to December 31, 1991. §11.109 PROXY STATEMENTS: STRATEGY & FORMS 11-214© 1993 Jefren Publishing Company, Inc. Additional information about policies and investments Investment restrictions The Fund has adopted certain fundamental policies designed to maintain the portfolio’s diversity and reduce investment risk. These may not be changed without a vote of shareholders. The Fund may not, with respect to 75% of its total assets, purchase more than 10% of an issuer’s voting securities, or invest more than 5% of the value of its total assets in the securities of a single issuer except obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities and except securities of other investment companies. In addition, the Fund may not invest more than 25% of its total assets in securities of companies in the same industry, and may not make loans except through the lending or purchase of portfolio securities or through repurchase agreements. The Fund may not borrow money except as a temporary measure for extraordinary or emergency purposes. In addition, the Fund has adopted certain nonfundamental polices which may be changed without shareholder approval. The Fund invests no more than 10% of its net assets in repurchase agreements maturing in more than seven days, restricted securities and securities which are not readily marketable. The Fund invests no more than 5% of its total assets in securities of issuers with less than three years continuous operation, except U.S. Government securities, municipal obligations and obligations issued or guaranteed by any foreign government, its agencies or instrumentalities. Strategic Transactions The Fund may, but is not required to, utilize various other investment strategies as described below to hedge various market risks (such as interest rates, currency exchange rates, and broad or specific equity arket movements), or to manage the effective maturity or duration of fixed income securities. Such strategies are generally acc epted by modern portfolio managers and are regularly utilized by many mutual funds and other institutional investors. Techniques and instruments may change over time as new instruments and strategies are developed or regulatory changes occur. In the course of pursuing these investment strategies, the Fund may purchase and sell exchange-listed and over-the- counter put and call options on securities, equity and fixed-income indices and other financial instruments, purchase and sell financial futures contracts and options thereon, enter into various interest rate transactions such as swaps, caps, floors or collars, and enter into various currency transactions such as currency forward contracts, currency futures contracts, currency swaps or options on currencies or currency futures (collectively, all the above axe called “Strategic Transactions”). Strategic Transactions may be used to attempt to protect against possible changes in the market value of securities held in or to be purchased for the Fund’s portfolio resulting from securities markets or currency exchange rate fluctuations, to protect the Fund’s unrealized gains in the value of its portfolio securities, t o facilitate the sale of such securities for investment purposes, to manage the effective maturity or durat ion of the Fund’s portfolio, or to establish a position in the derivatives markets as a temporary substitute for purchasing or selling particular securities. No more than 5% of the Fund’s assets will be committed to Strategic Transacti ons entered into for non-hedging purposes. Any or all of these investment techniques may be used at any time and there is no particular strategy that dictates the use of one technique rather than another, as use of any Strategic Transaction is a function of numerous variables including market conditions. The ability of the Fund to utilize these Strategic Transactions successfully will depend on the Adviser’s ability to predict pertinent market INVESTMENT COMPANIES & REAL ESTATE INVESTMENT TRUSTS (REIT) §11.109 September 199311-215 Additional information about policies and investments (cont’d) movements, which cannot be assured. The Fund will comply with applicable regulatory requirements when implementing these strategies, techniques and instruments. Strategic Transactions involving financial fut ures and options thereon will be purchased, sold or entered into only for bona fide hedging, risk management or portfolio management purposes and not for speculative purposes. Please refer to “Risk factors—Strategic Transactions” for additional information. Repurchase agreements As a means of earning income for periods as short as overnight the Fund may enter into repurchase agreements with selected banks and broker/dealers. Under a repurchase agreement, the Fund acquires securities, subject to the seller’s agreement to repurchase at a specified time and price. Convertible securities The Fund may invest in convertible securities (bonds and stocks convertible into common stocks) which may offer higher income than the common stocks into which they are convertible. Prior to their conversion, convertible securities have the same general characteristics as nonconvertible debt securities. Foreign securities While the Fund generally emphasizes investments in companies domiciled in the United States, it may inve st in listed and unlisted foreign securities of the same types as the domestic securities in which the Fund may inve st when the anticipated performance of foreign securities is believed by the Adviser to offer more potential than domestic alternatives in keeping with the investment objectives of the Fund. The Fund may enter into forward foreign currency exchange contracts in connection with the purchase and sale of securities denominated in a foreign currency. Risk factors The Fund’s risks are determined by the nature of the securities it holds and the portfolio management strategy used by the Adviser. The following are descriptions of some of the investment techniques that the Fund may use from time to time that may involve certain risks. Strategic Transactions. Strategic Transactions have risks associated with them including possible default by the other party to the transaction, illiquidity and, to the extent the Adviser’s view as to certain market moveme nts is incorrect, the risk that the use of such Strategic Transactions could result in losses greater than if the y had not been used. Use of put and call options may result in losses to the Fund, force the sale or purchase of portfolio securities at inopportune times or for prices higher than (in the case of put options) or lower than (in the case of call options) current market values, limit the amount of appreciation the Fund can realize on its invest ments or cause the Fund to hold a security it might otherwise sell. The use of currency transactions can result in the Fund incurring losses as a result of a number of factors including the imposition of exchange controls, suspension of settlements, or the inability to deliver or receive a specified currency. The use of options and futures transactions entails certain other risks. In particular, the variable degree correlation between price movements of futures contracts and price movements in the related portfolio position of the Fund creates the possibility that losses on the hedging instrument may be greater than gains in the value of the Fund’s position. In addition, futures and options markets may not be liquid in all circumstances and certain over-the-counter options may have no markets. As a result, in certain markets, the Fund might not be able to close out a transaction without incurring substantial losses, if at all. Although the use of futures contracts and options §11.109 PROXY STATEMENTS: STRATEGY & FORMS 11-216© 1993 Jefren Publishing Company, Inc. transactions for hedging should tend to minimize the risk of loss due to a decline in the value of the hedged position, at the same time they tend to limit any potential gain which might result from an increase i n value of such position. Finally, the daily variation margin requirements for futures contracts would create a greater ongoing potential financial risk than would purchases of options, where the exposure is limited to the cost of the initial premium. Losses resulting from the use of Strategic Transactions would reduce net asset value, and possibly income, and such losses can be greater than if the Strategic Transactions had not been utilized. The Strategic Transactions that the Fund may use and some of their risks are described more fully in the Fund’s Statement of Additional Information. Repurchase agreements. If the seller under a repurchase agreement becomes insolvent, the Fund’s right to dispose of the securities may be restricted. In the event of the commencement of bankruptcy or insolvency proceedings with respect to the seller of the security before repurchase of the security under a repurchase agreement, the Fund may encounter delay and incur costs, including decline in value of the security before being able to sell the security. Convertible securities. While convertible securities generally offer lower yields than non-convertible debt securities of similar quality, their prices may reflect changes in the value of the underlying common stoc k. Convertible securities entail less credit risk than the issuer’s common stock. Foreign securities. Investments in foreign securities involve special considerations due to more limited information, higher brokerage costs, different accounting standards, thinner trading markets and the likely impact of foreign taxes on the yield from debt securities. They may also entail certain risks, such as the possibility of one or more of the following: imposition of dividend or interest withholding or confiscatory taxes; currency blockages or transfer restrictions; expropriation, nationalization or other adverse political or economic developments; less government supervision and regulation of securities exchanges, brokers and listed companies; and the difficulty of enforcing obligations in other countries. Purchases of foreign securities are usually made in foreign currencies and, as a result, the Fund may incur currency conversion costs and may be affected favorably or unfavorably by changes in the value of foreign currencies against the U.S. dollar. Further, it may be more difficult for the Fund’s agents to keep currently informed about corporate actions which may affect the prices of portfolio securities. Communications between the United States and foreign countri es may be less reliable than within the United States, thus increasing the risk of delayed settlements of portfoli o transactions or loss of certificates for portfolio securities. The Fund’s ability and decisions to purchase and sell portfolio securities may be affected by laws or regulations relating to the convertibility and repatriation of assets. Distribution and performance information Dividends and capital gains distributions The Fund intends to distribute dividends from its net investment income quarterly in April, July, October and December. The Fund intends to distribute net realized capital gains after utilization of capital loss carryforwards, if any, in November or December to prevent application of a federal excise tax, although an additional distribution may be made within three months of the Fund’s fiscal year end, if necessary. Any dividends or capital gains distributions declared in October, November or December with a record date in such a month and paid during the following January will be treated by shareholders for federal income tax purposes as if received on December 31 of the calendar year declared. According to their preference, shareholders may receive distributions in cash or have them §11.109 PROXY STATEMENTS: STRATEGY & FORMS 11-219B© 1993 Jefren Publishing Company, Inc. Distribution and performance information (cont’d) reinvested in additional shares of the Fund. If an investment is in the form of a retirement plan, all dividends and capital gains distributions must be reinvested into the account. Generally, dividends from net investment income are taxable to shareholders as ordinary income. Long- term capital gains distributions, if any, are taxable as long-term capital gains regardless of the length of time a shareholder has owned shares. Short-term capital gains and any other taxable income distributions are taxable as ordinary income. A portion of dividends from net investment income may qualify for the dividends-received deduction for corporations. Shareholders, other than those not subject to tax on their income, may be proportionately liable for taxes on income and gains distributed by the Fund. The Fund sends detailed tax information to its shareholders about the amount and type of its distributions by January 31 of the following year. Performance information From time to time, quotations of the Fund’s performance may be included in advertisements, sales literature, or shareholder reports. All performance figures are historical show the performance of a hypothetical investment and are not intended to indicate future performance. The “average annual total return” of the Fund is the average annual compound rate of return of an investment in the Fund assuming the investment has been held for one year, five years, and ten years, as of a stated ending date. “Cumulative total return” represents the cumulative change in value of an investment in the Fund for various periods. These calculations assume that all dividends and capital gains distributions during the period were reinvested in shares of the Fund. “Total return” is the change in value of an investment in the Fund for a specified period. “Capital change” measures return from capital, including reinvestment of any capital gains distributions, but does not include the reinvestment of dividends. Performance will vary based upon, among other things, changes in market conditions and the Fund’s expenses. Fund organization Scudder Growth and Income Fund is a diversified series of Scudder Investment Trust (the “Trust”), an open-end management investment company registered under the Investment Company Act of 1940 (the “1940 Act”). The Trust was organized as a Massachusetts business trust in September 1984 and on December 31, 1984 assumed the business of its predecessor, which was organized as a Massachusetts corporation in May 1929. On November 13, 1984, the predecessor fund changed its name from Scudder Common Stock Fund, Inc. to Scudder Growth and Income Fund and its investment objective and policies from those of a growth fund to those stated in the section “Investment objective and policies.” The Trust’s activities are supervised by its Trustees. Shareholders have one vote for each share held on matters on which they are entitled to vote. The Trust is not required to and has no current intention of holding annual shareholder meetings, although special meetings may be called for purposes such as electing or removing Trustees, changing fundamental investment policies or approving an investment management contract. Shareholders will be assisted in communicating with other shareholders in connection with removing a Trustee as if Section 16(c) of the 1940 Act were applicable. Investment adviser The Trust on behalf of the Fund retains the investment management firm of Scudder, Stevens & Clark, Inc. (the “Adviser”), a Delaware corporation, to manage its daily investment and business affairs subject to the policies established by the Trustees. The Trustees have overall responsibility for the management of the Fund under Massachusetts law. For the year ended December 31, 1991, the Adviser received an investment management fee INVESTMENT COMPANIES & REAL ESTATE INVESTMENT TRUSTS (REIT) §11.109 September 199311-209 of 0.60% of the Fund’s average daily net assets on an annual basis. The management fee payable under the Investment Management Agreement is equal to an annual rate of 0.65 of 1% on the first $200 million of average daily net assets, 0.60 of 1% on the next $200 million of such assets and 0.55 of 1% on such assets in excess of $400 million. The fee is graduated so that increases in the Fund’s net assets may result in a lower fee rate and decreases in the Fund’s net assets may result in a higher fee rate. The fee is payable monthly, provided the Fund will make such interim payments as may be requested by the Adviser not to exceed 75% of the amount of the fee then accrued on the books of the Fund and unpaid. All of the Fund’s expenses are paid out of gross investment income. Shareholders pay no direct charges or fees for investment or administrative services. Scudder, Stevens & Clark is located at 175 Federal Street, Boston, Massachusetts. Transfer agent Scudder Service Corporation, P.O. Box 2291, Boston, Massachusetts 02107-2291, a wholly-owned subsidiary of the Adviser, is the transfer, shareholder servicing and dividend-paying agent for the Fund. Underwriter Scudder Investor Services, Inc., wholly-owned subsidiary of the Adviser, is the Fund’s principal underwriter. Scudder Investor Services, Inc. confirms, as agent, all purchases of shares of the Fund. Scudder Investor Information is a telephone information service provided by Scudder Investor Services, Inc. Purchasing shares Purchases are executed at the next calculated net asset value per share after the Fund’s transfer agent in Boston receives the purchase request in good order. (See “Transaction information—Share price,” below.) Purchases begin earning income, if any, on the business day following investment. Opening an account ($1,000 minimum) You must initially invest at least $1,000 to open an account. Additional investments must be for $100 or more. Note: Scudder retirement plans have similar or lower minimums for opening an account. See appropriate plan literature. 1 By check Checks should be made payable to “The Scudder Funds” for $1,000 or more and mailed with a completed and signed application to “The Scudder Funds” at the address listed under “How to contact Scudder.” 2 By wire Under most circumstances it is possible to open an account by wire. Please call 1-800-225-5163 for further information. 3 By exchange from a Scudder fund You may open a new account by exchanging shares with a value of $1,000 or more from another Scudder fund. Your new account will have the same registration and address as your existing account. Please call 1-800-225-5163 for information on the transfer of special account features. To exchange by mail or fax, send a letter to “The Scudder Funds” at the address listed under “How to contact Scudder” or fax to 1-800-821-6234. Include:  the name of the fund from which you are exchanging,  the complete account registration including name(s) in which the account is registered, Purchasing shares (cont’d) your daytime telephone number and the address on the account,  the account number,  the dollar amount or number of shares to be exchanged and  the name of the hand into which you are exchanging. Every shareholder must sign the request. Sign your name(s) exactly as it appears on your account statement. §11.109 PROXY STATEMENTS: STRATEGY & FORMS 11-219B© 1993 Jefren Publishing Company, Inc. The exchange requirements for corporations, other organizations, trusts, agents, fiduciaries, institutional investors and retirement plans may be different from those for regular accounts. Please call 1-800-225-5163 for more information. Making additional investments Note:Scudder retirement plans have similar or lower minimums for additional investments. See appropriate plan literature. 1 By check ($100 minimum) Send a check to “The Scudder Funds” for $100 or more with the tear-off stub from your statement or with a letter of instruction including your account number and the fund name. (See “How to contact Scudder” for the address.) 2 By wire ($100 minimum) See No. 2 under “Opening an account.” 3 By exchange ($100 minimum) See No. 3 under “Opening an account.” You may also make exchanges among your Scudder fund accounts on SAIL, the Scudder Automated Information Line, if you have requested an authorization to do so. Please call 1-800-225-5163 for more details. 4 By telephone order Existing shareholders may purchase shares at a certain day’s price by calling 1-800-225-2470 before the close of regular trading on the New York Stock exchange (the “Exchange”), normally 4 p.m. eastern time, on that day. Orders must be for $10,000 or more and may not be for an amount greater than four times the value of your account at the time the order is placed. Shareholders must include with their payment the order number given at the time the order is placed. A confirmation statement with complete purchase information is sent shortly after their order is received. If payment by check or federal reserve wire is not received within seven business days, the order will be cancelled and the shareholder will be responsible for any loss to the Fund resulting from this cancellation. Telephone orders are not available for shares held in Scudder IRA accounts and most other Scudder retirement plan accounts. 5 Automatic Investment Plan ($50 minimum) You may arrange to make regular investments through automatic deductions from your checking account. Please call 1-800-225-5163 for more information and an enrollment form. Redeeming shares The Fund allows you to redeem shares (i.e., sell them back to the Fund) without redemption fees. 1 By telephone This is the quickest and easiest way to sell Fund shares. If you elected telephone redemption to your bank on your application form, you may call to request that federal funds be sent to your authorized bank account. If you did not elect telephone redemption to your bank on your application form, please call 1-800-225-5163 for more information. Redemptions will be wired to your bank unless otherwise requested. If your bank cannot receive federal reserve wires, redemptions will be mailed to your bank. There will be a $5 charge for all wire redemptions. You may also make redemptions from your Scudder fund account on SAIL, the Scudder Automated Information Line, if you have requested an authorization to do so. Please call 1- 800-225-5163 for more details. If you. open an account by wire, you may not redeem shares by telephone until the transfer agent has received your completed and signed application. Telephone redemption is not available for shares held in Scudder IRA accounts and most other Scudder retirement plan accounts. In the event that you are unable to reach the Fund by telephone you should write to the Fund; see instruction No. 2 below. 2 By mail or fax To redeem by mail or fax, send a letter to “The Scudder Funds” at the address listed under “How to contact Scudder” of fax to 1-800-821-6234. Include:  the name of the fund from which you are redeeming, INVESTMENT COMPANIES & REAL ESTATE INVESTMENT TRUSTS (REIT) §11.109 September 199311-211  the complete account registration including name(s) in which the account is registered, your daytime telephone number and the address on the account,  the account number,  the dollar amount or number of shares you wish to redeem and  signature(s) and signature guarantee(s) as indicated below. Every shareholder must sign the request. Sign your name(s) exactly as it appears on your account statement. For your protection and to prevent fraudulent redemptions, on written redemption requests in excess of $50,000 we require a signature and a signature guarantee for each person in whose name the account is registered. (The Trust reserves the right, however, to require a signature guarantee for all redemptions.) You can obtain a signature guarantee from most banks, credit unions or savings associations, or from broker/ dealers, municipal securities broker/dealers, government securities broker/dealers, national securities exchanges, registered securities associations, or clearing agencies deemed eligible by the Securities and Exchange Commission. Signature guarantees by notaries public are not acceptable. Redemption requirements for corporations, other organizations, trusts, fiduciaries, agents, institutional investors and retirement plans may be different from those for regular accounts. For more information, please contact a Scudder Funds’ Service Representative at 1-800-225-5163. 3 Automatic Withdrawal Plan If the value of your account is $10,000 or more, you may arrange to receive automatic periodic cash payments. Please call 1-800-225-5163 for more information and an enrollment form. Transaction information Purchases by check Checks are invested in full and fractional shares. If you purchase shares with a check that does not clear, your purchase will be cancelled and you will be subject to any losses or fees incurred in the transaction. Checks must be drawn on or payable through a U.S. bank. If you purchase shares by check and redeem them by letter within seven business days of purchase, the Trust may hold redemption proceeds until the purchase check has cleared, which may take up to seven business days. If you purchase shares by federal funds wire you may avoid this delay. Redemption or exchange requests by telephone prior to the expiration of the seven-day period will not be accepted. Share price Purchases and redemptions, including exchanges, are made at net asset value. The Fund’s custodian, State Street Bank and Trust Company, Transaction information (cont’d) determines net asset value per share as of the close of regular trading on the Exchange, normally 4 p.m. eastern time, on each day the Exchange is open for trading. Net asset value per share is calculated for purchases and redemptions by dividing the current market value of total Fund assets, less all liabilities, by the total number of shares outstanding. Processing time All purchase and redemption requests received in good order by the transfer agent in Boston by the close of regular trading on the Exchange are executed at the net asset value per share calculated at the close of regular trading that day. The Fund will normally send redemption proceeds within one business day following the redemption request, but may take up to seven days (or longer in case of shares recently purchased by check). Short-term trading Purchases and sales should be made for long-term investment purposes only. The Trust, on behalf of the Fund, and Scudder Investor Services, Inc., each reserves the right to restrict purchases of Fund shares (including exchanges) when a pattern §11.109 PROXY STATEMENTS: STRATEGY & FORMS 11-219B© 1993 Jefren Publishing Company, Inc. of frequent purchases and sales made in response to short-term fluctuations in the Fund’s share price appears evident. Tax information A redemption of shares, including an exchange into another Scudder fund, is a sale of shares and may result in a gain or loss for income tax purposes. Tax identification number Be sure to complete the Tax Identification Number section of the Fund’s application when you open an account. Federal tax law requires the Fund to withhold 20% of taxable dividends, capital gains distributions and redemption and exchange proceeds from accounts (other than those of certain exempt payees) without a certified social security or tax identification number and certain other certified information or upon notification from the IRS or a broker that withholding is required. The Trust reserves the right to reject new account applications without a certified social security or tax identification number. The Trust also reserves the right to close, by redemption, accounts without certified social security or tax identification numbers. Minimum balances Shareholders are required to maintain a share balance worth at least $1,000, which amount may be changed by the Trustees. Scudder retirement plans have similar or lower minimum share balance requirements. The Trust reserves the right, following 60 days’ written notice to shareholders, to redeem all shares in subminimum accounts, including accounts of new investors, where a reduction in value has occurred due to a redemption or exchange out of the account. Reductions in value that result solely from market activity will not trigger an involuntary redemption. The Trust will mail the proceeds of the redeemed account to the shareholder. The shareholder may restore the share balance to $1,000 or more during the 60- day notice period and must maintain it at no lower than that minimum to avoid involuntary redemption. Third party transactions If purchases or redemptions of Fund shares are arranged and settlement is made at an investor’s election through a member of the National Association of Securities Dealers, Inc., other than Scudder Investor Services, Inc., that member may, at its discretion, charge a fee for that service. Redemption-in-kind The Trust reserves the right, if conditions exist which make cash payments undesirable, to honor any request for redemption or repurchase order by making payment in whole or in part in readily marketable securities chosen by the Fund and valued as they are for purposes of computing the Fund’s net asset value (a redemption-in-kind). If payment is made in securities, a shareholder may incur transaction expenses in converting these securities into cash. The Trust, on behalf of the Fund, has elected, however, to be governed by Rule 18f-1 under the 1940 Act as a result of which the Fund is obligated to redeem shares, with respect to any one shareholder during any 90-day period, solely in cash up to the lesser of $250,000 or 1% of the net asset value of the Fund at the beginning of the period. Shareholder benefits Experienced professional management Scudder, Stevens & Clark, Inc., one of the nation’s most experienced investment management firms, actively manages your Scudder fund investment. Professional management is an important advantage for investors who do not have the time or expertise to invest directly in individual securities. SAIL™—Scudder Automated Information Line For touchtone access to account information, prices and yields, or to perform transactions in your existing Scudder fund accounts, shareholders can call Scudder’s Automated Information Line (SAIL) at INVESTMENT COMPANIES & REAL ESTATE INVESTMENT TRUSTS (REIT) §11.109 September 199311-219G 1-800-343-2890. During periods of extreme economic or market changes, or other conditions, it may be difficult for you to effect telephone transactions in your account. In such an event you should write to the Fund; please see “How to contact Scudder” for the address. Investment flexibility Scudder offers toll-free telephone exchange between funds at current net asset value. You can move your investments among money market, income, tax free and growth funds with a simple toll-free call or, if you prefer, by sending your instructions through the mail. Telephone redemption and telephone exchange are subject to termination and their terms are subject to change at any time by the Fund or the transfer agent. In some cases, the transfer agent may impose additional conditions on telephone transactions. Low minimum investment The minimum initial investment is $1,000. You may add $100 or more to your account at any time. Dividend reinvestment plan You may have dividends and distributions automatically reinvested in additional Fund shares. (Call 1- 800:225-5163 to request this feature.) Shareholder statements You receive a detailed account statement every time you purchase or redeem shares. All of your statements should be retained to help you keep track of account activity and the cost of shares for tax purposes. Shareholder reports In addition to account statements, you receive periodic shareholder reports highlighting relevant information, including investment results and a review of portfolio changes. To reduce the volume of mail you receive, only one copy of most Fund reports, such as the Fund’s Annual Report, may be mailed to your household (same surname, same address). Please call 1-800-225- 5163 if you wish to receive additional shareholder reports. Newsletters From time to time, Scudder sends you At the Helm, an informative newsletter covering economic and investment developments and other topics of interest to Scudder fund investors. Shareholder benefits (cont’d) Scudder Funds Centers As a convenience to shareholders who like to conduct business in person, Scudder Investor Services, Inc. maintains Funds Centers in Boston, Chicago, Cincinnati, Los Angeles, New York, Portland (OR), San Francisco and West Palm Beach. T.D.D. service for the hearing impaired Scudder’s full range of investor information and shareholder services is available to hearing impaired investors through toll-free T.D.D. (Telephone Device for the Deaf) service. If you have access to a T.D.D., call 1-800-543-7916 for investment information, or specific account questions and transactions. §11.109 PROXY STATEMENTS: STRATEGY & FORMS 11-219B© 1993 Jefren Publishing Company, Inc. Scudder tax-advantaged retirement plans Scudder offers a variety of tax-advantaged retirement plans for individuals, corporations, non-profit organizations, and self-employed people. These flexible plans are designed to use the Scudder funds (except those paying tax free income) as pure no-load investment options to meet a wide range of objectives. Scudder Retirement Plans can save money on your taxes while helping to build your retirement savings.  Scudder IRA. A retirement plan for people with earned income that allows earnings to compound tax-deferred. Many people can deduct at least part of their contributions for income tax purposes.  Scudder Keogh. A tax-advantaged plan for self-employed people and their employees that allows employers to make annual, tax-deductible contributions up to $30,000.  Scudder 401(k). A very flexible profit-sharing plan that encourages employees to make pre-tax salary-deferral contributions and share the responsibility of funding the plan.  Scudder Profit Sharing and Money Purchase Pension Plans. These plans are designed to allow employers, corporations, partnerships or self-employed individuals to make tax-deductible contributions for their employees’ retirement. Self-employed individuals often refer to these plans as Keoghs. Either plan may be adopted individually, or these plans can be paired together to maximize tax benefits.  Scudder 403(b). A tax-advantaged retirement plan for tax-exempt organizations and public school systems permitting both employer and employee contributions.  Scudder SEP-IRA. An easy-to-administer plan that allows employers to make contributions to employees’ IRAs. Scudder Trust Company (a wholly-owned subsidiary of the Adviser) is the Trustee for these plans and is paid an annual fee for some of the above retirement plans. For information about your IRA, SEP-IRA, Keogh or Profit Sharing and Money Purchase plan account, or to effect transactions, please call 1-800- 225-5163. To obtain information about establishing a Scudder IRA, please call 1-800-225-2470. For more information about Scudder 401(k) and 403(b) plans, please call 1-800-323-6105. Trustees and Officers Daniel Pierce* President and Trustee Henry P. Becton, Jr. Trustee; President and General Manager, WGBH Educational Foundation Amey A. DeFriez Trustee; Corporate Director and Trustee Dudley H. Ladd* Trustee George M. Lovejoy, Jr. Trustee; Chairman, Meredith & Grew, Incorporated Wesley W. Marple, Jr. Trustee; Professor of Business Administration, Northeastern University INVESTMENT COMPANIES & REAL ESTATE INVESTMENT TRUSTS (REIT) §11.109 September 199311-219G Juris Padegs* Trustee 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 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 Howard F. Ward* Vice President · Scudder, Stevens & Clark, Inc. Investment products and services The Scudder Family of Funds Money marketScudder Cash Investment Trust Scudder U.S. Treasury Money Fund Tax free money market* Scudder Tax Free Money Fund Scudder California Tax Free Money Fund* Scudder New York Tax Free Money Fund* Tax free + Scudder High Yield Tax Free Fund Scudder Managed Municipal Bonds Scudder Medium Term Tax Free Fund Scudder California Tax Free Fund* Scudder Massachusetts Tax Free Fund* Scudder New York Tax Free Fund* Scudder Ohio Tax Free Fund* Scudder Pennsylvania Tax Free Fund* Income §11.109 PROXY STATEMENTS: STRATEGY & FORMS 11-219B© 1993 Jefren Publishing Company, Inc. Scudder GNMA Fund Scudder Income Fund Scudder International Bond Fund Scudder Short Term Bond Fund Scudder Short Term Global Income Fund Scudder Zero Coupon 2000 Fund Growth Scudder Capital Growth Fund Scudder Development Fund Scudder Global Fund Scudder Global Small Company Fund Scudder Growth and Income Fund Scudder International Fund Scudder Quality Growth Fund The Japan Fund** Special purpose Scudder Gold Fund Retirement Plans and Tax-Advantaged Investments IRAs 403(b) Plans Keogh Plans SEP-IRAs Scudder Horizon Plan* (a variable annuity) Profit Sharing and 401(k) Plans Money Purchase Pension Plans Closed-end Funds# Institutional Cash Management The Argentina Fund, Inc. Scudder Institutional Fund, Inc. The Brazil Fund, Inc. Scudder Fund, Inc. † The Korea Fund, Inc. Scudder Treasurers Trust™* ++ Montgomery Street Income Securities, Inc. Scudder New Asia Fund, Inc. Scudder New Europe Fund, Inc. For more 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. †Managed Federal Fund, a portfolio of Scudder Fund, Inc., is not available in all states.** Managed by Asia Management Corp. (a wholly-owned subsidiary of Scudder, Stevens & Clark, Inc.). For more information about The Japan Fund, please call 1-800-535-2726. #These funds, advised by Scudder, Stevens & Clark, Inc., are traded on the New York Stock Exchange. Scudder Horizon Plan, a no-load variable annuity contract provided by Charter National Life Insurance Company of St. Louis, is offered by Scudder Insurance Agency, Inc. 1-800-225-2470. ++ For information on Scudder Treasurers Trust , a special institutional cash management service for corporations, nonprofit organizations and trusts which utilizes four portfolios of Scudder Fund, Inc. ($100,000 minimum), call: 1-800- 541-7703. How to contact Scudder Account Service and Information: For existing account service and Scudder Service Corporation INVESTMENT COMPANIES & REAL ESTATE INVESTMENT TRUSTS (REIT) §11.109 September 199311-219G transactions 1-800-225-5163 For account updates, prices, and yields Scudder Automated Information Line (SAIL) 1-800-343-2890 Investment Information: To receive information about the Scudder Scudder Investor Information Funds or for investment questions 1-800-225-2470 For establishing Scudder Keogh, 401(k) and 403(b) plans Retirement Plan Department 1-800-323-6105 For information on Scudder Treasurers Trust  , a special institutional cash management service for corporations, nonprofit organizations, and trusts which utilizes four portfolios of Scudder Fund, Inc.* ($100,000 minimum), call: 1-800-541-7703 Please address all correspondence to: The Scudder Funds P.O. Box 2291 Boston, Massachusetts02107-2291 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: Boston New York Chicago Portland, OR Cincinnati San Francisco Los Angeles West Palm Beach §11.109 PROXY STATEMENTS: STRATEGY & FORMS 11-219B© 1993 Jefren Publishing Company, Inc. For information on Scudder Institutional Funds,* funds designed to meet the broad investment management and service needs of banks and other institutions, call: 1-800-854-8525 Scudder Investor Information and Scudder Funds Centers are services provided through Scudder Investor Services, Inc., Distributor. Contact Scudder Investor Services, Inc., Distributor, to receive a prospectus with more complete information including management fees and expenses. Please read it carefully before you invest or send money.