UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                   FORM N-CSR

Investment Company Act file number 811-2021


                            SCUDDER SECURITIES TRUST
                            ------------------------
               (Exact Name of Registrant as Specified in Charter)


               Two International Place, Boston, MA   02110-4103
               ------------------------------------  ----------
               (Address of Principal Executive Offices) (Zip Code)

        Registrant's Telephone Number, including Area Code: (617) 295-2663
                                                            --------------


                               Salvatore Schiavone
                  Deutsche Investment Management Americas Inc.
                    Two International Place, Boston, MA 02110
                     ---------------------------------------
                     (Name and Address of Agent for Service)

Date of fiscal year end:        7/31

Date of reporting period:       7/31/03



ITEM 1.  REPORT TO STOCKHOLDERS

[Scudder Investments logo]

Scudder Development Fund
	Annual Report to Shareholders
	July 31, 2003

Contents

<Click Here> Performance Summary

<Click Here> Portfolio Management Review

<Click Here> Portfolio Summary

<Click Here> Investment Portfolio

<Click Here> Financial Statements

<Click Here> Financial Highlights

<Click Here> Notes to Financial Statements

<Click Here> Report of Independent Auditors

<Click Here> Tax Information

<Click Here> Trustees and Officers

<Click Here> Investment Products

<Click Here> Account Management Resources

Scudder Investments is part of Deutsche Asset Management, which is the marketing name in the US for the asset management activities of Deutsche Bank AG, Deutsche Investment Management Americas Inc., Deutsche Asset Management Inc., Deutsche Asset Management Investment Services Ltd., Deutsche Bank Trust Company Americas and Scudder Trust Company.

This report must be preceded or accompanied by a prospectus. To obtain a prospectus for any of our funds, refer to the Account Management Resources information provided in the back of this booklet. The prospectus contains more complete information, including a description of the risks of investing in the fund, management fees and expenses. Please read it carefully before you invest or send money.

Fund shares are not FDIC-insured and are not deposits or other obligations of, or guaranteed by, any bank. Fund shares involve investment risk, including possible loss of principal.

Performance Summary July 31, 2003

Average Annual Total Returns
Scudder Development Fund	1-Year	3-Year	5-Year	10-Year
Class S	20.52%	-22.21%	-7.11%	2.53%
Class AARP(a)	20.50%	-22.20%	-7.08%	2.55%
Russell 3000 Growth Index+	12.67%	-19.23%	-4.21%	8.35%
S&P 500 Index++	10.64%	-10.21%	-1.06%	10.28%

Sources: Lipper Inc. and Deutsche Investment Management Americas Inc.

Net Asset Value
	Class AARP	Class S
Net Asset Value: 7/31/03	$ 16.81	$ 16.80
7/31/02	$ 13.95	$ 13.94

Class S Lipper Rankings - Multi-Cap Growth Funds Category
Period	Rank		Number of Funds Tracked	Percentile Ranking
1-Year	85	of	380	23
3-Year	179	of	254	71
5-Year	137	of	146	94
10-Year	48	of	50	95

Rankings are historical and do not guarantee future results. Rankings are based on total returns with distributions reinvested.

Source: Lipper Inc.

Growth of an Assumed $10,000 Investment

[] Scudder Development Fund - Class S

[] Russell 3000 Growth Index⁺
[] S&P 500 Index⁺⁺

Yearly periods ended July 31

Comparative Results
Scudder Development Fund		1-Year	3-Year	5-Year	10-Year
Class S	Growth of $10,000	$12,052	$4,707	$6,914	$12,843
	Average annual total return	20.52%	-22.21%	-7.11%	2.53%
Class AARP(a)	Growth of $10,000	$12,050	$4,710	$6,927	$12,866
	Average annual total return	20.50%	-22.20%	-7.08%	2.55%
Russell 3000 Growth Index+	Growth of $10,000	$11,267	$5,270	$8,065	$22,309
	Average annual total return	12.67%	-19.23%	-4.21%	8.35%
S&P 500 Index++	Growth of $10,000	$11,064	$7,239	$9,483	$26,603
	Average annual total return	10.64%	-10.21%	-1.06%	10.28%

The growth of $10,000 is cumulative.

Notes to Performance Summary

^a Returns shown for Class AARP for periods prior to its inception on October 2, 2000 are derived from the historical performance of Class S shares of the Scudder Development Fund during such periods and have assumed the same expense structure during such periods. Any difference in expenses will affect performance.
Effective June 30, 1999, the Fund adopted its current objective to seek long-term capital appreciation by investing primarily in U.S. companies with the potential for above-average growth. Prior to that date, the Fund's investment objective was to seek long-term growth of capital by investing primarily in medium-size companies with the potential for sustainable above-average earnings growth. Since adopting its current objective, the cumulative return is -41.81%.
⁺ The Russell 3000 Growth Index is an unmanaged capitalization-weighted index containing the growth stocks in the Russell 3000 Index. Beginning with the next annual report, the Russell 3000 Growth Index will be shown instead of the Standard & Poor's (S&P) 500 Index, as the fund's benchmark index, because the advisor believes that the Russell 3000 Growth Index more accurately reflects the fund's multi-cap growth investment philosophy and strategy.
⁺⁺ The Standard & Poor's (S&P) 500 Index is a capitalization-weighted index of 500 stocks. The unmanaged index is designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries.

Index returns assume reinvested dividends and, unlike Fund returns, do not reflect any fees or expenses. It is not possible to invest directly into an index.

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. Performance figures do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Performance of the classes may vary, expense ratios are the same.

Investments in funds involve risk. Some funds have more risk than others. These include funds that allow exposure to or otherwise concentrate investments in certain sectors, geographic regions, security types, market capitalization or foreign securities (e.g., political or economic instability, which can be accentuated in emerging market countries). Please read this fund's prospectus for specific details regarding its investments and risk profile.

Please call (800) 728-3337 for the Fund's most up-to-date performance.

Portfolio Management Review

Scudder Development Fund: A Team Approach to Investing

Deutsche Investment Management Americas Inc. ("DeIM" or the "Advisor"), which is part of Deutsche Asset Management, is the investment advisor for Scudder Development Fund. DeIM and its predecessors have more than 80 years of experience managing mutual funds and DeIM provides a full range of investment advisory services to institutional and retail clients. DeIM is also responsible for selecting brokers and dealers and for negotiating brokerage commissions and dealer charges.

Deutsche Asset Management is a global asset management organization that offers a wide range of investing expertise and resources. This well-resourced global investment platform brings together a wide variety of experience and investment insight across industries, regions, asset classes and investing styles.

DeIM is an indirect, wholly owned subsidiary of Deutsche Bank AG. Deutsche Bank AG is a major global banking institution that is engaged in a wide range of financial services, including investment management, mutual funds, retail, private and commercial banking, investment banking and insurance.

Portfolio Management Team

Audrey M.T. Jones

CFA, Managing Director of Deutsche Asset Management and Lead Portfolio Manager of the fund.

• Joined Deutsche Asset Management in 1986 and the fund in 2002.

• Portfolio manager with a primary focus on the credit sensitive, communications services, energy, process industries and transportation sectors.

• Over 30 years of investment industry experience.

• BBA, Pace University, Lubin School of Business.

Doris R. Klug

CFA, Director of Deutsche Asset Management and Portfolio Manager of the fund.

• Joined Deutsche Asset Management in 2000 and the fund in 2002.

• Portfolio manager with a primary focus on the consumer and capital goods sectors.

• Over 21 years of financial industry experience.

• MBA, New York University, Stern School of Business.

Samuel A. Dedio

Director of Deutsche Asset Management and Portfolio Manager of the fund.

• Joined Deutsche Asset Management in 1999 and the fund in 2002.

• Portfolio manager for US small- and mid-cap equity and senior small cap analyst for technology.

•Over 13 years of investment management experience.

•MS, American University, Kogod School of Business.

In the following interview, Lead Portfolio Manager Audrey Jones and Co-Managers Samuel Dedio and Doris Klug discuss Scudder Development Fund's strategy and the market environment during the 12-month period ended July 31, 2003. The team assumed management of the fund in December 2002.

Q: How did growth stocks perform during the past year?

A: Growth stocks delivered a strong gain for the full period, but this result masked a high level of volatility in the market. Prior to the second calendar quarter, growth stocks were buffeted by fears of continued slow economic growth, investors' desire to avoid riskier asset classes and the tension leading up to the war in Iraq. The picture grew much brighter in late March once it became clear that Saddam Hussein's regime would be deposed. Investors poured cash back into the financial markets and into higher-risk assets in particular. Growth stocks were among the beneficiaries of the subsequent rally. In just the four months from March 31 through July 31, the Russell 3000 Growth Index soared 18.18%.

The best performance was generated by small-cap growth stocks, which outperformed both their mid- and large-cap counterparts. Similarly, mid-cap growth stocks beat their large-cap peers. This performance bias in favor of smaller and midsize stocks helped the fund, which holds a larger weighting in these stocks compared with the index. While the average weighted market capitalization of stocks in the index is $88 billion, the average weighted market cap of stocks in the fund is $33 billion.

Q: How did the fund perform in relation to its benchmark and its peer group?

A: The total return of the fund's Class S shares for the 12 months ended July 31, 2003, was 20.52%. Its

Average annual total return for the one-year period (7/31/02-7/31/03)
	Scudder Development Fund (Class S shares)	Average large-cap stocks	Average mid-cap stocks	Average small-cap stocks

In the bar chart, large-cap stocks are represented by the S&P 500 index, widely regarded as representative of the US equity market. Mid-cap stocks are represented by the S&P MidCap 400 Index, which tracks the stock movement of 400 midsize US companies. Small-cap stocks are represented by the Russell 2000 Index, which tracks the common stock price movement of the 2,000 smallest companies within the Russell 3000 Index which measures performance of the 3,000 largest US companies based on total market capitalization. These indices are unmanaged and capitalization weighted. Their returns assume reinvested dividends and capital gains and do not reflect fees or expenses. You cannot directly invest in an index.

Class AARP shares returned 20.50%. The fund outperformed the 12.67% return of the benchmark, the Russell 3000 Growth Index, and the 16.24% average return of the 380 funds in Lipper's Multi-Cap Growth Funds category.¹ This return placed the fund in the top quartile of its peer group for the one-year period ended July 31, 2003.²

¹ Lipper's Multi-Cap Growth Funds category represents funds that invest in a variety of market capitalization ranges, without concentrating 75% of their equity assets in any one market capitalization range over an extended period. Multi-cap growth funds normally invest in companies with long-term earnings expected to grow significantly faster than the earnings of the stocks represented in a major unmanaged stock index. These funds will normally have an above-average price-to-earnings ratio, price-to-book ratio and three-year earnings growth figure, compared with the US diversified multi-cap equity funds universe average.
² The fund's Class S shares ranked 85, 179, 137 and 48 for the 1-, 3-, 5- and 10-year periods as of July 31, 2003. The fund's Class AARP shares ranked 86 for the 1-year period as of July 31, 2003. There were 380, 254, 146 and 50 funds for the 1-, 3-, 5- and 10-year periods, respectively, in Lipper's Multi-Cap Growth Funds category. Performance includes the reinvestment of dividends and capital gains and is no guarantee of future results. Source: Lipper Inc. as of July 31, 2003.

Q: How does the fund's longer-term performance record stack up?

A:The long-term record of this fund remains relatively weak. The fund has underperformed its Lipper peer group over the three-, five- and 10-year periods ended July 31, 2003. However, we believe the investment process we implemented upon taking over the fund's management duties in December will help us improve the long-term record over time. We employ a "bottom-up" approach, focusing on individual company research and seeking to build the portfolio one stock at a time. The investment team utilizes the small-cap research analyst team to identify attractive smaller-cap growth stocks and seeks input from the firm's global sector teams (GSTs) to identify larger-cap growth stocks. The investment team utilizes screens to identify the most attractive stocks within the Russell 3000 Growth Index. The screens are the initial tools for eliminating stocks that do not fit our criteria regarding growth characteristics, earnings quality and valuation. The next step is to conduct a rigorous analysis of the stocks that survive the screen. As mentioned previously, we rely on both small-cap analysts and GST analysts who cover individual sectors and report their findings back to the portfolio management team. This structure enables us to accomplish two goals. First, we can uncover critical pieces of information, develop contacts within industries and meet frequently with company management teams. Second, it helps us make better decisions as to how we will allocate the fund's assets among the various industry sectors. An important part of this process is setting price targets for every stock we buy. We generally stick to these targets, selling the fund's position in a company when its target is reached. Before we sell, however, we always conduct a fresh analysis of the stock to see if a fundamental change warrants an increase of our target. This helps prevent us from exiting winning positions too soon. Our goal is not to hit quick "home runs," but to buy stocks that can emerge as significant winners over a 12- to 24-month period.

We have found that this patient, research-intensive approach works well for managing a fund that invests a significant portion of its assets in mid- to small-cap companies. In addition, it has allowed us to add value versus the benchmark by finding winners in the sectors that don't receive heavy research coverage from growth-oriented managers. Examples during the most recent period include automobiles and energy, areas where the fund outperformed the benchmark.

Q: What factors helped and hurt performance during the period?

A:The fund was helped by both its stock selection and overweight position within technology, a sector that performed well during the period. In addition, the performance of the fund's holdings within the health care industry was more than double that of the health care stocks in the benchmark. Within the consumer area, the fund trailed the benchmark in the discretionary group but more than offset the shortfall with a strong showing in the staples category.³

³ Consumer staples companies are those that make products consumers need to buy regardless of economic conditions, such as food and beverages. Consumer discretionary products are those, such as home electronics, that are not necessities and are therefore more sensitive to economic conditions.

Individual stocks that affected performance are listed in this section. Four of the bottom five performers are stocks that we inherited when we took over the fund in December. We have since removed all four from the

Top Five Contributors to Performance 7/31/02 to 7/31/03
Company	Industry
Biovail Corp.	Pharmaceuticals
Amgen, Inc.	Biotechnology
Mercury Interactive*	Software
Teva Pharmaceutical Industries Ltd.	Pharmaceuticals
Linear Technology Corp.	Computer chips

Bottom Five Contributors to Performance 7/31/02 to 7/31/03
Company	Industry
Andryx Group*	Biotechnology
Symbol Technologies, Inc.*	Advanced industrial equipment
Brocade Communications Systems, Inc.*	Software
LaBranche & Co., Inc.	Investment services
Talisman Energy, Inc.*	Energy

* Not held as of July 31, 2003
Source: Deutsche Asset Management

portfolio. LaBranche & Co., an older financial specialty firm, is the exception. We made the decision to purchase this stock in February, but its share price continued to decline after our initial purchase. It has since come off its lows, and we continue to hold the stock in the portfolio.

Q: How is the fund positioned at present?

A:We are bottom-up fundamental stock pickers who look for growth stocks in all sectors of the market. In technology, where the fund is overweight versus the index, we own companies that are leveraged to an economic recovery.⁴ By "leveraged," we mean companies that have an identifiable level of fixed costs.⁵ For such firms, stronger sales can translate into substantially higher bottom-line earnings, since profits on each individual item sold are higher once the fixed costs are covered. Examples of such firms that we hold within the portfolio are Vishay Intertechnology, Inc. (electronic equipment and instruments) and Linear Technology Corp. (semiconductors)⁶. We have found a wealth of such companies among manufacturers of telecommunications equipment, semiconductor companies and the makers of semiconductor equipment.

⁴ "Overweight" means a fund holds a higher weighting in a given sector than the benchmark index; "underweight" means a fund holds a lower weighting than the benchmark.
⁵ Fixed costs are those that a company must pay regardless of how much it sells. Examples include payroll, rent and equipment costs.
⁶ Semiconductors are computer chips.

The fund is slightly underweight in health care, but this belies the fact that we have made significant additions to the fund's position in this area. When we inherited the portfolio in December, it was deeply underweight in this sector. In our view, this put the fund at substantial risk of underperforming the benchmark in the event that the health care sector performed well. We therefore boosted its position in large-cap pharmaceuticals such as Eli Lilly & Co. and Pfizer, Inc., bringing the fund more closely in line with the benchmark. We also purchased smaller health care stocks that offered attractive growth opportunities, such as MedImmune, Inc. and Laboratory Corp. of America Holdings.

We made additions in the consumer discretionary sector, as well. Stocks in this group tend to benefit during an economic recovery, since consumers move beyond staples such as food and beverages to purchase non-necessities such as electronics. Examples of stocks we added include retailer Kohl's Corp. and The Cheesecake Factory, Inc. restaurant chain, the latter of which we believe will benefit from new store openings and the price increases it has made on its menu. We also bought Chico's FAS, Inc., a retailer of women's apparel, and Harman International Industries, whose technology helps make both DVD entertainment systems and GPS navigation systems that are becoming so prevalent in new automobiles. The fund is still slightly underweight in consumer discretionary stocks, but we continue to find a number of attractive opportunities in this area.

The financial sector is another industry in which we have been repositioning assets. As was the case in health care, the portfolio was sharply underweight in financials when we took over in December. We therefore added to stocks we liked in the sector in order to reduce benchmark risk. A common theme among the stocks we added is their ability to benefit from an economic recovery. Examples include Citigroup, Inc. and Neuberger Berman (not held as of July 31, 2003), the latter of which rose shortly after we bought it when Lehman Brothers announced a takeover bid.

Overall, we are enthusiastic about the positioning of the fund following the adjustments we have made since December. The portfolio now consists of stocks that we view as having strong fundamentals, attractive valuations and the potential to deliver favorable performance over our one- to two-year investment horizon. We encourage shareholders to judge our performance based on the long-term record we produce in the years ahead.

The views expressed in this report reflect those of the portfolio managers only through the end of the period of the report as stated on the cover. The managers' views are subject to change at any time based on market and other conditions and should not be construed as a recommendation.

Portfolio Summary July 31, 2003

Asset Allocation	7/31/03	7/31/02
Common Stocks	97%	85%
Cash Equivalents	3%	15%
	100%	100%

Sector Diversification (Excludes Cash Equivalents)	7/31/03	7/31/02
Information Technology	28%	50%
Health Care	23%	12%
Industrials	13%	10%
Financials	12%	8%
Consumer Discretionary	11%	11%
Consumer Staples	7%	-
Energy	4%	8%
Telecommunication Services	1%	1%
Materials	1%	-
	100%	100%

Asset allocation and sector diversification are subject to change.

Ten Largest Equity Holdings at July 31, 2003 (28.6% of Portfolio)
1. Harman International Industries, Inc. Manufacturer of high fidelity audio and video components	3.2%
2. Corinthian Colleges, Inc. Provider of degree and diploma granting for-profit, post-secondary schools	3.2%
3. Cisco Systems, Inc. Developer of computer network products	3.2%
4. Amgen, Inc. Developer of pharmaceuticals	3.1%
5. Medtronic, Inc. Manufacturer of cardiac pacemakers	2.9%
6. Microsoft Corp. Developer of computer software	2.7%
7. Chico's FAS, Inc. Retailer of exclusively designed, private label, casual clothing and complementary accessories	2.6%
8. Pfizer, Inc. Manufacturer of presciption pharmaceuticals and non-prescription self-medications	2.6%
9. Laboratory Corp. of America Holdings Developer of medical tests used in patient diagnosis and treatment	2.6%
10. Investors Financial Services Corp. Provider of asset administration services	2.5%

Portfolio holdings are subject to change.

For more complete details about the fund's investment portfolio, see page 17. A quarterly Fact Sheet and Portfolio Holdings are available upon request.

Investment Portfolio as of July 31, 2003

	Shares	Value ($)
Common Stocks 96.9%
Consumer Discretionary 10.8%
Hotels Restaurants & Leisure 3.1%
GTECH Holdings Corp.	69,400	2,676,758
The Cheesecake Factory, Inc.*	147,900	4,873,305
		7,550,063
Household Durables 3.2%
Harman International Industries, Inc.	93,100	7,783,160
Media 0.4%
Citadel Broadcasting Co.*	45,000	855,000
Multiline Retail 1.4%
Kohl's Corp.*	57,400	3,406,690
Specialty Retail 2.7%
Chico's FAS, Inc.*	233,600	6,342,240
Consumer Staples 6.8%
Beverages 1.5%
Constellation Brands, Inc. "A"*	126,300	3,643,755
Food & Drug Retailing 3.2%
Performance Food Group Co.*	113,800	4,299,364
United Natural Foods, Inc.*	113,300	3,463,581
		7,762,945
Food Products 2.1%
Dean Foods Co.*	166,900	4,995,317
Energy 4.4%
Energy Equipment & Services
BJ Services Co.*	127,200	4,356,600
Rowan Companies, Inc.*	274,600	6,027,470
		10,384,070
Financials 11.1%
Banks 2.5%
Investors Financial Services Corp.	191,500	6,103,105
Diversified Financials 6.6%
Ameritrade Holding Corp.*	304,400	2,922,240
Chicago Mercantile Exchange	25,800	1,900,170
Citigroup, Inc.	58,400	2,616,320
Investment Technology Group, Inc.*	216,700	4,026,286
Labranche & Co., Inc.	252,100	4,394,103
		15,859,119
Insurance 2.0%
American International Group, Inc.	52,500	3,370,500
Axis Capital Holdings Ltd.*	53,200	1,392,776
		4,763,276
Health Care 22.2%
Biotechnology 6.2%
Amgen, Inc.*	106,700	7,424,186
IDEC Pharmaceuticals Corp.*	90,100	3,048,984
MedImmune, Inc.*	114,500	4,487,255
		14,960,425
Health Care Providers & Service 2.6%
Laboratory Corp. of America Holdings*	196,400	6,239,628
Health Care Equipment & Supplies 3.0%
Medtronic, Inc.	137,054	7,058,281
Pharmaceuticals 10.4%
Biovail Corp.*	114,100	4,380,299
Eli Lilly & Co.	83,700	5,510,808
Johnson & Johnson	77,600	4,018,904
Pfizer, Inc.	189,900	6,335,064
Teva Pharmaceutical Industries Ltd. (ADR)	82,300	4,719,082
		24,964,157
Industrials 12.5%
Aerospace & Defense 2.1%
Alliant Techsystems, Inc.*	92,000	5,050,800
Airlines 2.4%
SkyWest, Inc.	184,800	3,453,912
Southwest Airlines Co.	144,200	2,366,322
		5,820,234
Commercial Services & Supplies 6.3%
Corinthian Colleges, Inc.*	142,400	7,776,464
Fiserv, Inc.*	71,050	2,773,792
ITT Educational Services, Inc.*	118,800	4,660,524
		15,210,780
Road & Rail 1.7%
Swift Transportation Co., Inc.*	181,100	3,991,444
Information Technology 27.1%
Communication Equipment 4.6%
Adaptec, Inc.*	499,400	3,380,938
Cisco Systems, Inc.*	397,400	7,757,248
		11,138,186
Computer & Peripherals 5.0%
Dell, Inc.*	146,100	4,920,648
EMC Corp.*	336,200	3,577,168
Network Appliance, Inc.*	216,700	3,462,866
		11,960,682
Electronic Equipment & Instruments 4.7%
Jabil Circuit, Inc.*	247,200	5,697,960
Vishay Intertechnology, Inc.*	417,000	5,546,100
		11,244,060
Semiconductor Equipment & Products 8.4%
Linear Technology Corp.	115,300	4,252,264
Microchip Technology, Inc.	175,650	4,630,134
National Semiconductor Corp.*	221,000	4,939,350
Novellus Systems*	96,000	3,437,760
QLogic Corp.*	72,200	3,043,230
		20,302,738
Software 4.4%
Cognos, Inc.*	150,800	4,080,648
Microsoft Corp.	243,300	6,423,120
		10,503,768
Materials 1.0%
Containers & Packaging
Packaging Corp. of America*	127,200	2,404,080
Telecommunication Services 1.0%
Wireless Communication Services
Nextel Partners, Inc. "A"*	275,400	2,442,798
Total Common Stocks (Cost $202,006,803)		232,740,801
Cash Equivalents 3.1%
Scudder Cash Management QP Trust, 1.08% (b) (Cost $7,482,955)	7,482,955	7,482,955
Total Investment Portfolio - 100.0% (Cost $209,489,758) (a)		240,223,756

* Non-income producing security.
(a) The cost for federal income tax purposes was $209,489,758. At July 31, 2003, net unrealized appreciation for all securities based on tax cost was $30,733,998. This consisted of aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost of $37,569,403 and aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value of $6,835,405.
(b) Scudder Cash Management QP Trust is also managed by Deutsche Investment Management Americas Inc. The rate shown is the annualized seven-day yield at period end.

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

Financial Statements

Statement of Assets and Liabilities as of July 31, 2003
Assets
Investments: Investments in securities, at value (cost $202,006,803)	$ 232,740,801
Investment in Scudder Cash Management QP Trust (cost $7,482,955)	7,482,955
Total investments in securities, at value (cost $209,489,758)	240,233,756
Cash	10,000
Dividends receivable	55,917
Receivable for Fund shares sold	65,362
Other receivables	539,520
Total assets	240,894,555
Liabilities
Payable for investments purchased	855,000
Payable for Fund shares redeemed	82,081
Accrued management fee	175,078
Other accrued expenses and payables	87,480
Total liabilities	1,199,639
Net assets, at value	$ 239,694,916
Net Assets
Net assets consist of:
Net unrealized appreciation (depreciation) on: Investments	30,733,998
Other receivables	(1,154,492)
Accumulated net realized gain (loss)	(211,003,208)
Paid-in capital	421,118,618
Net assets, at value	$ 239,694,916
Net Asset Value
Class AARP Net Asset Value, offering and redemption price per share ($1,109,393 / 66,008 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized)	$ 16.81
Class S Net Asset Value, offering and redemption price per share ($238,585,523 / 14,197,928 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized)	$ 16.80

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

Statement of Operations for the year ended July 31, 2003
Investment Income
Income: Dividends (net of foreign taxes withheld of $3,308)	$ 655,332
Interest - Scudder Cash Management QP Trust	343,790
Total Income	999,122
Expenses: Management fee	1,833,797
Administrative fee	970,834
Trustees' fees and expenses	18,531
Total expenses, before expense reductions	2,823,162
Expense reductions	(15)
Total expenses, after expense reductions	2,823,147
Net investment income (loss)	(1,824,025)
Realized and Unrealized Gain (Loss) on Investment Transactions
Net realized gain (loss) from: Investments	(150,063,754)
Foreign currency related transactions	14,450
	(150,049,304)
Net unrealized appreciation (depreciation) during the period on: Investments	192,777,329
Other receivables	(47,978)
	192,729,351
Net gain (loss) on investment transactions	42,680,047
Net increase (decrease) in net assets resulting from operations	$ 40,856,022

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

Statement of Changes in Net Assets
	Years Ended July 31,
Increase (Decrease) in Net Assets	2003	2002
Operations: Net investment income (loss)	$ (1,824,025)	$ (2,506,798)
Net realized gain (loss) on investment transactions	(150,049,304)	(59,306,038)
Net unrealized appreciation (depreciation) on investment transactions during the period	192,729,351	(75,109,289)
Net increase (decrease) in net assets resulting from operations	40,856,022	(136,922,125)
Distributions to shareholders from: Net realized gains: Class AARP	-	(70,384)
Class S	-	(21,690,263)
Fund share transactions: Proceeds from shares sold	28,912,273	439,085,622
Reinvestment of distributions	-	20,621,189
Cost of shares redeemed	(50,966,645)	(525,900,685)
Net increase (decrease) in net assets from Fund share transactions	(22,054,372)	(66,193,874)
Increase (decrease) in net assets	18,801,650	(224,876,646)
Net assets at beginning of period	220,893,266	445,769,912
Net assets at end of period	$ 239,694,916	$ 220,893,266

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

Financial Highlights

Class AARP
Years Ended July 31,	2003	2002	2001a
Selected Per Share Data
Net asset value, beginning of period	$ 13.95	$ 23.35	$ 47.06
Income (loss) from investment operations: Net investment income (loss)b	(.12)	(.14)	(.12)
Net realized and unrealized gain (loss) on investment transactions	2.98	(7.98)	(17.74)
Total from investment operations	2.86	(8.12)	(17.86)
Less distributions from: Net realized gains on investment transactions	-	(1.28)	(5.85)
Total distributions	-	(1.28)	(5.85)
Net asset value, end of period	$ 16.81	$ 13.95	$ 23.35
Total Return (%)	20.50	(36.52)	(41.23)**
Ratios to Average Net Assets and Supplemental Data
Net assets, end of period ($ millions)	1	.7	1
Ratio of expenses (%)	1.30	1.30	1.27*
Ratio of net investment income (loss) (%)	(.84)	(.75)	(.43)*
Portfolio turnover rate (%)	111	44	61
a For the period from October 2, 2000 (commencement of sales of Class AARP shares) to July 31, 2001. b Based on average shares outstanding during the period. * Annualized ** Not annualized

Class S
Years Ended July 31,	2003	2002	2001	2000	1999a	1999b
Selected Per Share Data
Net asset value, beginning of period	$ 13.94	$ 23.35	$ 44.92	$ 40.26	$ 42.06	$ 41.67
Income (loss) from investment operations: Net investment income (loss)c	(.12)	(.14)	(.17)	(.42)	(.04)	(.35)
Net realized and unrealized gain (loss) on investment transactions	2.98	(7.99)	(15.55)	11.58	(1.76)	4.49
Total from investment operations	2.86	(8.13)	(15.72)	11.16	(1.80)	4.14
Less distributions from: Net realized gains on investment transactions	-	(1.28)	(5.85)	(6.50)	-	(3.75)
Total distributions	-	(1.28)	(5.85)	(6.50)	-	(3.75)
Net asset value, end of period	$ 16.80	$ 13.94	$ 23.35	$ 44.92	$ 40.26	$ 42.06
Total Return (%)	20.52	(36.57)	(38.43)	29.22	(4.33)**	11.65
Ratios to Average Net Assets and Supplemental Data
Net assets, end of period ($ millions)	239	220	445	827	716	775
Ratio of expenses before expense reductions (%)	1.30	1.30	1.29	1.41d	1.52*	1.51
Ratio of expenses after expense reductions (%)	1.30	1.30	1.29	1.40d	1.52*	1.51
Ratio of net investment income (loss) (%)	(.84)	(.75)	(.48)	(.95)	(1.09)*	(.94)
Portfolio turnover rate (%)	111	44	61	100	4*	97e
a For the one month ended July 31, 1999. On June 7, 1999, the Fund changed the fiscal year end from June 30 to July 31. b For the year ended June 30. c Based on average shares outstanding during the period. d The ratios of operating expenses excluding costs incurred in connection with a fund complex reorganization before and after expense reductions were 1.40% and 1.39%, respectively. e The change in the investment objective during the period resulted in a higher portfolio turnover rate. * Annualized ** Not annualized

Notes to Financial Statements

A. Significant Accounting Policies

Scudder Development Fund (the "Fund") is a diversified series of Scudder Securities Trust (the "Trust") which is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company organized as a Massachusetts business trust.

The Fund offers multiple classes of shares. Shares of Class AARP are designed for members of AARP. Class S shares of the Fund are generally not available to new investors.

Investment income, realized and unrealized gains and losses, and certain fund-level expenses and expense reductions, if any, are borne pro rata on the basis of relative net assets by the holders of both classes of shares. All shares of the Fund have equal rights with respect to voting subject to class-specific arrangements.

The Fund's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America which require the use of management estimates. Actual results could differ from those estimates. The policies described below are followed consistently by the Fund in the preparation of its financial statements.

Security Valuation. Investments are stated at value determined as of the close of regular trading on the New York Stock Exchange on each day the exchange is open for trading. Equity securities are valued at the most recent sale price reported on the exchange (US or foreign) or over-the-counter market on which the security is traded most extensively. Securities for which no sales are reported are valued at the calculated mean between the most recent bid and asked quotations on the relevant market or, if a mean cannot be determined, at the most recent bid quotation.

Money market instruments purchased with an original or remaining maturity of sixty days or less, maturing at par, are valued at amortized cost. Investments in open-end investment companies and Scudder Cash Management QP Trust are valued at their net asset value each business day.

Securities and other assets for which market quotations are not readily available or for which the above valuation procedures are deemed not to reflect fair value are valued in a manner that is intended to reflect their fair value as determined in accordance with procedures approved by the Trustees.

Foreign Currency Translations. The books and records of the Fund are maintained in US dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into US dollars at the prevailing exchange rates at period end. Purchases and sales of investment securities, income and expenses are translated into US dollars at the prevailing exchange rates on the respective dates of the transactions.

Net realized and unrealized gains and losses on foreign currency transactions represent net gains and losses between trade and settlement dates on securities transactions, the disposition of forward foreign currency exchange contracts and foreign currencies, and the difference between the amount of net investment income accrued and the US dollar amount actually received. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed but is included with net realized and unrealized gains and losses on investment securities.

Federal Income Taxes. The Fund's policy is to comply with the requirements of the Internal Revenue Code, as amended, which are applicable to regulated investment companies, and to distribute all of its taxable income to its shareholders. Accordingly, the Fund paid no federal income taxes and no federal income tax provision was required.

At July 31, 2003 the Fund had a net tax basis capital loss carryforward of approximately $90,986,000 which may be applied against any realized net taxable capital gains of each succeeding year until fully utilized or until July 31, 2010 ($31,013,000) and July 31, 2011 ($59,973,000), the respective expiration dates, whichever occurs first.

In addition, from November 1, 2002 through July 31, 2003, the Fund incurred approximately $120,018,000 of net realized capital losses. As permitted by tax regulations, the Fund intends to elect to defer these losses and treat them as arising in the fiscal year ending July 31, 2004.

Distribution of Income and Gains. Distributions of net investment income, if any, are made annually. 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 at least annually. Earnings and profits distributed to shareholders on redemption of Fund shares may be utilized by the Fund, to the extent permissible, as part of the Fund's dividends paid deduction on its federal income tax return.

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

At July 31, 2003, the Fund's components of distributable earnings (accumulated losses) on a tax-basis are as follows:

Undistributed ordinary income	$ -
Undistributed net long-term capital gains	$ -
Capital loss carryforwards	$ (90,985,713)
Unrealized appreciation (depreciation) on investments	$ 30,733,998

In addition, during the years ended July 31, 2003 and July 31, 2002 the tax character of distributions paid to shareholders by the Fund is summarized as follows:

	2003	2002
Distributions from ordinary income	$ -	$ -
Distributions from long-term capital gains	$ -	$ 21,760,647

For tax purposes short-term capital gains distributions are considered ordinary income distributions.

Other. Investment transactions are accounted for on the trade date. Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date net of foreign withholding taxes. Certain dividends from foreign securities may be recorded subsequent to the ex-dividend date as soon as the Fund is informed of such dividends. Realized gains and losses from investment transactions are recorded on an identified cost basis.

At July 31, 2003, other receivables of $539,520 (0.23% of net assets) with a cost of $1,694,012 have been valued in good faith by the Valuation Committee of the Trustees.

B. Purchases and Sales of Securities

During the year ended July 31, 2003, purchases and sales of investment securities (excluding short-term investments) aggregated $219,959,769 and $216,658,442, respectively.

C. Related Parties

Management Agreement. Under the Management Agreement with Deutsche Investment Management Americas Inc. ("DeIM" or the "Advisor"), the Advisor directs the investments of the Fund in accordance with its investment objectives, policies and restrictions. The Advisor 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 Advisor 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 0.85% of the first $1,000,000,000 of the Fund's average daily net assets, 0.80% of the next $500,000,000 of such net assets and 0.75% of such net assets in excess of $1,500,000,000, computed and accrued daily and payable monthly. Accordingly, for the year ended July 31, 2003, the fee pursuant to the Management Agreement was equivalent to an annualized effective rate of 0.85% of the Fund's average daily net assets.

Administrative Fee. Under the Administrative Agreement (the "Administrative Agreement"), the Advisor provides or pays others to provide substantially all of the administrative services required by the Fund (other than those provided by the Advisor under its Management Agreement with the Fund, as described above) in exchange for the payment by each class of the Fund of an administrative services fee (the "Administrative Fee") of 0.45% of the average daily net assets for Class AARP and S shares, computed and accrued daily and payable monthly.

Various third-party service providers, some of which are affiliated with the Advisor, provide certain services to the Fund under the Administrative Agreement. Scudder Fund Accounting Corporation, a subsidiary of the Advisor, computes the net asset value for the Fund and maintains the accounting records of the Fund. Scudder Service Corporation, also a subsidiary of the Advisor, is the transfer, shareholder service and dividend-paying agent for Class AARP and S shares of the Fund. Scudder Trust Company, also an affiliate of the Advisor, provides subaccounting and recordkeeping services for the shareholders in certain retirement and employee benefit plans. These affiliated entities have in turn entered into various agreements with third-party service providers to provide these services. In addition, other service providers not affiliated with the Advisor provide certain services (i.e., custody, legal and audit) to the Fund under the Administrative Agreement. The Advisor pays the service providers for the provision of their services to the Fund and pays other Fund expenses, including insurance, registration, printing, postage and other costs. Certain expenses of the Fund will not be borne by the Advisor under the Administrative Agreement, such as taxes, brokerage, interest and extraordinary expenses, and the fees and expenses of the Independent Trustees (including the fees and expenses of their independent counsel). For the year ended July 31, 2003, the Administrative Fee was as follows:

Administrative Fee	Total Aggregated	Unpaid at July 31, 2003
Class AARP	$ 3,492	$ 400
Class S	967,342	86,640
	$ 970,834	$ 87,040

The Administrative Agreement between the Advisor and the Fund will terminate effective September 30, 2003 and the Fund will directly bear the cost of the expenses formerly covered under the Administrative Agreement. Effective October 1, 2003 through September 30, 2005, the Advisor has agreed to contractually waive all or a potion of its management fee and reimburse or pay certain operating expenses of the Fund to the extent necessary to maintain the Fund's operating expenses at 1.50% of average daily net assets (excluding certain expenses such as trustees and trustee counsel fees, extraordinary expenses, taxes, brokerage and interest).

Trustees' Fees and Expenses. The Fund pays each Trustee not affiliated with the Advisor retainer fees plus specified amounts for attended board and committee meetings.

Scudder Cash Management QP Trust. Pursuant to an Exemptive Order issued by the SEC, the Fund may invest in the Scudder Cash Management QP Trust (the "QP Trust") and other affiliated funds managed by the Advisor. The QP Trust seeks to provide as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity. The QP Trust does not pay the Advisor a management fee for the affiliated funds' investments in the QP Trust.

Other Related Parties. AARP through its affiliates monitors and approves the AARP Investment Program from the Advisor. The Advisor has agreed to pay a fee to AARP and/or its affiliates in return for the use of the AARP trademark and services relating to investments by AARP members in Class AARP shares of the Fund. This fee is calculated on a daily basis as a percentage of the combined net assets of the AARP classes of all funds managed by the Advisor. The fee rates, which decrease as the aggregate net assets of the AARP classes become larger, are as follows: 0.07% for the first $6,000,000,000 of net assets, 0.06% for the next $10,000,000,000 of such net assets and 0.05% of such net assets thereafter. These amounts are used for the general purposes of AARP and its members.

D. Expense Off-Set Arrangement

The Fund has entered into an arrangement with its custodian whereby credits realized as a result of uninvested cash balances were used to reduce a portion of the Fund's custodian expenses. During the year ended July 31, 2003, pursuant to the Administrative Agreement, the Administrative Fee was reduced by $15 for custodian credits earned.

E. Line of Credit

The Fund and several other affiliated funds (the "Participants") share in a $1.25 billion revolving credit facility administered by J.P. Morgan Chase Bank for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. The Participants are charged an annual commitment fee which is allocated, pro rata based upon net assets, among each of the Participants. Interest is calculated at the Federal Funds Rate plus 0.5 percent. The Fund may borrow up to a maximum of 33 percent of its net assets under the agreement.

F. Share Transactions

The following table summarizes share and dollar activity in the Fund:

	Year Ended July 31, 2003		Year Ended July 31, 2002
	Shares	Dollars	Shares	Dollars
Shares sold
Class AARP	74,982	$ 1,125,159	63,871	$ 1,263,494
Class S	1,913,625	27,787,114	21,514,005	437,822,128
		$ 28,912,273		$ 439,085,622
Shares issued to shareholders in reinvestment of distributions
Class AARP	-	$ -	3,280	$ 67,152
Class S	-	-	1,004,187	20,554,037
		$		$ 20,621,189
Shares redeemed
Class AARP	(62,013)	$ (886,050)	(60,732)	$ (1,172,937)
Class S	(3,503,967)	(50,080,595)	(25,774,683)	(524,727,748)
		$ (50,966,645)		$ (525,900,685)
Net increase (decrease)
Class AARP	12,969	$ 239,109	6,419	$ 157,709
Class S	(1,590,342)	(22,293,481)	(3,256,491)	(66,351,583)
		$ (22,054,372)		$ (66,193,874)

Report of Independent Auditors

To the Trustees of Scudder Securities Trust and the Shareholders of Scudder Development Fund:

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Scudder Development Fund (the "Fund") at July 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated therein, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

September 25, 2003 PricewaterhouseCoopers LLP

Tax Information

Please consult a tax advisor 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 account, please call 1-800-SCUDDER.

Trustees and Officers

The following table presents certain information regarding the Trustees and Officers of the fund as of July 31, 2003. Each individual's age is set forth in parentheses after his or her name. Unless otherwise noted, (i) each individual has engaged in the principal occupation(s) noted in the table for at least the most recent five years, although not necessarily in the same capacity, and (ii) the address of each individual is c/o Deutsche Asset Management, Two International Place, Boston, Massachusetts 02110-4103. Each Trustee's term of office extends until the next shareholder's meeting called for the purpose of electing Trustees and until the election and qualification of a successor, or until such Trustee sooner dies, resigns or is removed as provided in the governing documents of the fund.

Non-Interested Trustees
Name, Age, Position(s) Held with the Fund and Length of Time Served1	Principal Occupation(s) During Past 5 Years and Other Directorships Held	Number of Funds in Fund Complex Overseen
Henry P. Becton, Jr. (59) Trustee, 1990-present	President, WGBH Educational Foundation. Directorships: Becton Dickinson and Company (medical technology company); The A.H. Belo Company (media company); Concord Academy; Boston Museum of Science; Public Radio International. Former Directorships: American Public Television; New England Aquarium; Mass Corporation for Educational Telecommunications; Committee for Economic Development; Public Broadcasting Service	47
Dawn-Marie Driscoll (56) Trustee, 1987-present	President, Driscoll Associates (consulting firm); Executive Fellow, Center for Business Ethics, Bentley College; formerly, Partner, Palmer & Dodge (1988-1990); Vice President of Corporate Affairs and General Counsel, Filene's (1978-1988). Directorships: CRS Technology (technology service company); Advisory Board, Center for Business Ethics, Bentley College; Board of Governors, Investment Company Institute; former Chairman, ICI Directors Services Committee	47
Keith R. Fox (49) Trustee, 1996-present	Managing Partner, Exeter Capital Partners (private equity funds). Directorships: Facts on File (school and library publisher); Progressive Holding Corporation (kitchen importer and distributor); Cloverleaf Transportation Inc. (trucking); K-Media, Inc. (broadcasting); Natural History, Inc. (magazine publisher); National Association of Small Business Investment Companies (trade association)	47
Louis E. Levy (70) Trustee, 2002-present	Retired. Formerly, Chairman of the Quality Control Inquiry Committee, American Institute of Certified Public Accountants (1992-1998); Partner, KPMG LLP (1958-1990). Directorships: Household International (banking and finance); ISI Family of Funds (registered investment companies; 4 funds overseen); Kimberly-Clark Corporation (personal consumer products)	47
Jean Gleason Stromberg (59) Trustee, 1999-present	Retired. Formerly, Consultant (1997-2001); Director, U.S. General Accounting Office (1996-1997); Partner, Fulbright & Jaworski, L.L.P. (law firm) (1978-1996). Directorships: The William and Flora Hewlett Foundation; Service Source, Inc.	47
Jean C. Tempel (60) Trustee, 1994-present	Managing Partner, First Light Capital (venture capital group) (2000-present); formerly, Special Limited Partner, TL Ventures (venture capital fund) (1996-1998); General Partner, TL Ventures (1994-1996); President and Chief Operating Officer, Safeguard Scientifics, Inc. (public technology business incubator company) (1991-1993). Directorships: Sonesta International Hotels, Inc.; Aberdeen Group (technology research); The Reference, Inc. (IT consulting for financial services); United Way of Mass Bay. Trusteeships: Connecticut College, Chair, Finance Committee; Northeastern University, Chair, Funds and Endowment Committee	47
Carl W. Vogt (67) Trustee, 2002-present	Senior Partner, Fulbright & Jaworski, L.L.P. (law firm); formerly, President (interim) of Williams College (1999-2000); President, certain funds in the Deutsche Asset Management Family of Funds (formerly, Flag Investors Family of Funds) (registered investment companies) (1999-2000). Directorships: Yellow Corporation (trucking); American Science & Engineering (x-ray detection equipment); ISI Family of Funds (registered investment companies, 4 funds overseen); National Railroad Passenger Corporation (Amtrak); formerly, Chairman and Member, National Transportation Safety Board	47

Interested Trustees and Officers2
Name, Age, Position(s) Held with the Fund and Length of Time Served1	Principal Occupation(s) During Past 5 Years and Other Directorships Held	Number of Funds in Fund Complex Overseen
Richard T. Hale3 (58) Chairman and Trustee, 2002-present President, 2003-present	Managing Director, Deutsche Investment Management Americas Inc. (2003-present); Managing Director, Deutsche Bank Securities Inc. (formerly Deutsche Banc Alex. Brown Inc.) and Deutsche Asset Management (1999 to present); Director and President, Investment Company Capital Corp. (registered investment advisor) (1996 to present); Director, Deutsche Global Funds, Ltd. (2000 to present), CABEI Fund (2000 to present), North American Income Fund (2000 to present) (registered investment companies); Director, Scudder Global Opportunities Fund (since 2003); Director/Officer Deutsche/Scudder Mutual Funds (various dates); President, Montgomery Street Income Securities, Inc. (2002 to present) (registered investment companies); Vice President, Deutsche Asset Management, Inc. (2000 to present); formerly, Director, ISI Family of Funds (registered investment companies; 4 funds overseen) (1992-1999)	200
Daniel O. Hirsch3 (49) Vice President and Assistant Secretary, 2002-present	Managing Director, Deutsche Asset Management (2002-present) and Director, Deutsche Global Funds Ltd. (2002-present); formerly, Director, Deutsche Asset Management (1999-2002); Principal, BT Alex. Brown Incorporated (now Deutsche Bank Securities Inc.) (1998-1999); Assistant General Counsel, United States Securities and Exchange Commission (1993-1998)	n/a
John Millette (40) Vice President and Secretary, 1999-present	Director, Deutsche Asset Management	n/a
James E. Fenger (44) Vice President, 1998-present	Managing Director, Deutsche Asset Management	n/a
Audrey M.T. Jones4 (58) Vice President, 2002-present	Managing Director, Deutsche Asset Management	n/a
Kenneth Murphy (39) Vice President, 2002-present	Vice President, Deutsche Asset Management (2000-present); Vice President, Scudder Distributors, Inc. (December 2002-present); formerly, Director, John Hancock Signature Services (1992-2000)	n/a
Charles A. Rizzo (45) Treasurer, 2002-present	Director, Deutsche Asset Management (April 2000- present). Formerly, Vice President and Department Head, BT Alex. Brown Incorporated (now Deutsche Bank Securities Inc.) (1998-1999); Senior Manager, Coopers & Lybrand L.L.P. (now PricewaterhouseCoopers LLP) (1993-1998)	n/a
Salvatore Schiavone (37) Assistant Treasurer, 2003-present	Director, Deutsche Asset Management	n/a
Lucinda H. Stebbins (57) Assistant Treasurer, 2003-present	Director, Deutsche Asset Management	n/a
Kathleen Sullivan D'Eramo (46) Assistant Treasurer, 2003-present	Director, Deutsche Asset Management	n/a
Caroline Pearson (41) Assistant Secretary, 1997-present	Managing Director, Deutsche Asset Management	n/a

¹ Length of time served represents the date that each Trustee was first elected to the common board of trustees which oversees a number of investment companies, including the fund, managed by the Advisor. For the Officers of the fund, length of time served represents the date that each Officer was first elected to serve as an officer of any fund overseen by the aforementioned common board of trustees.
² As a result of their respective positions held with the Advisor, these individuals are considered "interested persons" of the Advisor within the meaning of the 1940 Act, as amended. Interested persons receive no compensation from the fund.
³ Address: One South Street, Baltimore, Maryland
⁴ Address: 345 Park Avenue, New York, New York

The fund's Statement of Additional Information ("SAI") includes additional information about the Trustees. The SAI is available, without charge, upon request. If you would like to request a copy of the SAI, you may do so by calling the following toll-free number: 1-800-SCUDDER.

Investment Products

Scudder Funds

Growth Funds

Scudder 21st Century Growth Fund

Scudder Aggressive Growth Fund

Scudder Blue Chip Fund

Scudder Capital Growth Fund

Scudder Development Fund

Scudder Dynamic Growth Fund

Scudder Flag Investors
Communications Fund

Scudder Gold & Precious Metals Fund

Scudder Global Biotechnology Fund

Scudder Growth Fund

Scudder Health Care Fund

Scudder Large Company Growth Fund

Scudder Micro Cap Fund

Scudder Mid Cap Fund

Scudder Small Cap Fund

Scudder Strategic Growth Fund

Scudder Technology Fund

Scudder Technology Innovation Fund

Scudder Top 50 US Fund

Value Funds

Scudder Contrarian Fund

Scudder-Dreman Financial Services Fund

Scudder-Dreman High Return Equity Fund

Scudder-Dreman Small Cap Value Fund

Scudder Flag Investors Equity
Partners Fund

Scudder Growth and Income Fund

Scudder Large Company Value Fund

Scudder-RREEF Real Estate Securities Fund

Scudder Small Company Stock Fund

Scudder Small Company Value Fund

Multicategory/Asset Allocation Funds

Scudder Balanced Fund

Scudder Flag Investors Value Builder Fund

Scudder Focus Value+Growth Fund

Scudder Lifecycle Mid Range Fund

Scudder Lifecycle Long Range Fund

Scudder Lifecycle Short Range Fund

Scudder Pathway Conservative Portfolio

Scudder Pathway Growth Portfolio

Scudder Pathway Moderate Portfolio

Scudder Target 2013 Fund

Scudder Total Return Fund

International/Global Funds

Scudder Emerging Markets Growth Fund

Scudder Emerging Markets Income Fund

Scudder European Equity Fund

Scudder Global Fund

Scudder Global Bond Fund

Scudder Global Discovery Fund

Scudder Greater Europe Growth Fund

Scudder International Fund

Scudder International Equity Fund

Scudder International Select Equity Fund

Scudder Japanese Equity Fund

Scudder Latin America Fund

Scudder New Europe Fund

Scudder Pacific Opportunities Fund

Income Funds

Scudder Cash Reserves Fund

Scudder Fixed Income Fund

Scudder GNMA Fund

Scudder High Income Plus Fund (formerly Deutsche High Yield Bond Fund)

Scudder High Income Fund (formerly Scudder High Yield Fund)

Scudder High Income Opportunity Fund (formerly Scudder High Yield Opportunity Fund)

Scudder Income Fund

Scudder PreservationPlus Fund

Scudder PreservationPlus Income Fund

Scudder Short Duration Fund (formerly Scudder Short-Term Fixed Income Fund)

Scudder Short-Term Bond Fund

Scudder Strategic Income Fund

Scudder U.S. Government Securities Fund

Scudder Funds (continued)

Tax-Free Income Funds

Scudder California Tax-Free Income Fund

Scudder Florida Tax-Free Income Fund

Scudder High Yield Tax-Free Fund

Scudder Managed Municipal Bond Fund

Scudder Massachusetts Tax-Free Fund

Scudder Medium-Term Tax-Free Fund

Scudder Municipal Bond Fund

Scudder New York Tax-Free Income Fund

Scudder Short-Term Municipal Bond Fund

Index-Related Funds

Scudder EAFE ^® Equity Index Fund

Scudder Equity 500 Index Fund

Scudder S&P 500 Index Fund

Scudder S&P 500 Stock Fund

Scudder Select 500 Fund

Scudder US Bond Index Fund

Money Market
A large number of money market funds are available through Scudder Investments.

Retirement Programs and Education Accounts

Retirement Programs

Traditional IRA

Roth IRA

SEP-IRA

Inherited IRA

Keogh Plan

401(k), 403(b) Plans

Variable Annuities

Education Accounts

Coverdell Education Savings Account

UGMA/UTMA

IRA for Minors

Closed-End Funds

The Brazil Fund, Inc.

The Korea Fund, Inc.

Montgomery Street Income Securities, Inc.

Scudder Global High Income Fund, Inc.

Scudder New Asia Fund, Inc.

Scudder High Income Trust

Scudder Intermediate Government Trust

Scudder Multi-Market Income Trust

Scudder Municipal Income Trust

Scudder RREEF Real Estate Fund, Inc.

Scudder Strategic Income Trust

Scudder Strategic Municipal Income Trust

The Central Europe and Russia Fund, Inc. (formerly The Central European Equity Fund, Inc.)

The Germany Fund, Inc.

The New Germany Fund, Inc.

The SMALLCap Fund, Inc.

Not all funds are available in all share classes.

Scudder open-end funds are offered by prospectus only. For more complete information on any fund or variable annuity registered in your state, including information about a fund's objectives, strategies, risks, advisory fees, distribution charges, and other expenses, please order a free prospectus. Read the prospectus before investing in any fund to ensure the fund is appropriate for your goals and risk tolerance.

A money market mutual fund investment is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although a money market mutual fund seeks to preserve the value of your investment at $1 per share, it is possible to lose money by investing in such a fund.

The products described should not be considered a solicitation to buy or an offer to sell a security to any person in any jurisdiction where such offer, solicitation, purchase, or sale would be unlawful under the securities laws of such jurisdiction.

Account Management Resources

	AARP Investment Program Shareholders	Scudder Class S Shareholders
Automated Information Lines	Easy-Access Line (800) 631-4636	SAIL™ (800) 343-2890
	Personalized account information, the ability to exchange or redeem shares, and information on other Scudder funds and services via touchtone telephone.
Web Sites	aarp.scudder.com	myScudder.com
	View your account transactions and balances, trade shares, monitor your asset allocation, and change your address, 24 hours a day. Obtain prospectuses and applications, blank forms, interactive worksheets, news about Scudder funds, subscription to fund updates by e-mail, retirement planning information, and more.
For more information	(800) 253-2277 To speak with an AARP Investment Program service representative	(800) SCUDDER To speak with a Scudder service representative.
Written correspondence	AARP Investment Program from Scudder Investments PO Box 219735 Kansas City, MO 64121-9735	Scudder Investments PO Box 219669 Kansas City, MO 64121-9669
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	Class AARP	Class S
Nasdaq Symbol	SDVLX	SCDVX
Fund Number	167	067

Notes

Notes

Notes

ITEM 2.         CODE OF ETHICS.


                               Scudder/DeAM Funds

       Principal Executive and Principal Financial Officer Code of Ethics

               For the Registered Management Investment Companies

                              Listed on Appendix A




                                                                 Effective Date
                                                                 [July 15, 2003]





Table of Contents                                                    Page Number

   I.       Overview..........................................................3


   II.      Purposes of the Officer Code......................................3


   III.     Responsibilities of Covered Officers..............................4

      A.    Honest and Ethical Conduct........................................4
      B.    Conflicts of Interest.............................................4
      C.    Use of Personal Fund Shareholder Information......................6
      D.    Public Communications.............................................6
      E.    Compliance with Applicable Laws, Rules and Regulations............6

   IV.      Violation Reporting...............................................7

      A.    Overview..........................................................7
      B.    How to Report.....................................................7
      C.    Process for Violation Reporting to the Fund Board.................7
      D.    Sanctions for Code Violations.....................................7

   V.       Waivers from the Officer Code.....................................7


   VI.      Amendments to the Code............................................8


   VII.     Acknowledgement and Certification of Adherence to
            the Officer Code..................................................8


   IX.      Recordkeeping.....................................................8


   X.       Confidentiality...................................................9


   Appendices................................................................10

      Appendix A:  List of Officers Covered under the Code, by Board.........10
      Appendix B:  Officer Code Acknowledgement and Certification Form.......11
      Appendix C:  Definitions...............................................13



I.       Overview

         This Principal  Executive Officer and Principal  Financial Officer Code
         of Ethics  ("Officer  Code") sets forth the  policies,  practices,  and
         values  expected  to be  exhibited  in the  conduct  of  the  Principal
         Executive  Officers and Principal  Financial Officers of the investment
         companies ("Funds") they serve ("Covered Officers").  A list of Covered
         Officers and Funds is included on Appendix A.

         The Boards of the Funds  listed on Appendix A have elected to implement
         the Officer Code,  pursuant to Section 406 of the Sarbanes-Oxley Act of
         2002 and the SEC's rules thereunder,  to promote and demonstrate honest
         and ethical conduct in their Covered Officers.

         Deutsche Asset  Management,  Inc. or its affiliates  ("DeAM") serves as
         the  investment  adviser to each Fund.  All Covered  Officers  are also
         employees of DeAM or an affiliate. Thus, in addition to adhering to the
         Officer  Code,  these  individuals  must comply with DeAM  policies and
         procedures,  such as the DeAM Code of Ethics governing personal trading
         activities,  as adopted  pursuant  to Rule 17j-1  under the  Investment
         Company Act of 1940.1 In addition,  such  individuals  also must comply
         with other applicable Fund policies and procedures.

         The DeAM Compliance Officer, who shall not be a Covered Officer and who
         shall serve as such  subject to the  approval  of the Fund's  Board (or
         committee  thereof),  is primarily  responsible  for  implementing  and
         enforcing  this Code.  The  Compliance  Officer  has the  authority  to
         interpret  this  Officer  Code  and  its  applicability  to  particular
         circumstances.  Any questions about the Officer Code should be directed
         to the DeAM Compliance Officer.

         The DeAM Compliance  Officer and his or her contact  information can be
         found in Appendix A.

II.      Purposes of the Officer Code

         The purposes of the Officer Code are to deter wrongdoing and to:

         o        promote  honest and ethical  conduct among  Covered  Officers,
                  including the ethical handling of actual or apparent conflicts
                  of interest between personal and professional relationships;

         o        promote  full,  fair,  accurate,   timely  and  understandable
                  disclosures  in reports and documents that the Funds file with
                  or submit to the SEC (and in other public  communications from
                  the  Funds)  and  that  are  within  the   Covered   Officer's
                  responsibilities;

         o        promote   compliance   with   applicable   laws,   rules   and
                  regulations;

         o        encourage the prompt  internal  reporting of violations of the
                  Officer Code to the DeAM Compliance Officer; and

         o        establish accountability for adherence to the Officer Code.

         Any  questions  about the  Officer  Code  should be  referred to DeAM's
         Compliance Officer.

--------

1 The obligations imposed by the Officer Code are separate from, and in addition
to, any obligations imposed under codes of ethics adopted pursuant to Rule 17j-1
under  the  Investment  Company  Act of  1940,  and any  other  code of  conduct
applicable to Covered Officers in whatever capacity they serve. The Officer Code
does not  incorporate any of those other codes and,  accordingly,  violations of
those codes will not  necessarily  be considered  violations of the Officer Code
and waivers granted under those codes would not necessarily  require a waiver to
be  granted  under  this  Code.  Sanctions  imposed  under  those  codes  may be
considered in determining appropriate sanctions for any violation of this Code.


                                                                               3


III.     Responsibilities of Covered Officers

         A.       Honest and Ethical Conduct

         It is the duty of every Covered  Officer to encourage  and  demonstrate
         honest and ethical conduct,  as well as adhere to and require adherence
         to the Officer Code and any other  applicable  policies and  procedures
         designed to promote this behavior.  Covered  Officers must at all times
         conduct  themselves with integrity and  distinction,  putting first the
         interests of the Fund(s) they serve.  Covered  Officers  must be honest
         and candid  while  maintaining  confidentiality  of  information  where
         required by law, DeAM policy or Fund policy.

         Covered   Officers  also  must,  at  all  times,  act  in  good  faith,
         responsibly  and with  due  care,  competence  and  diligence,  without
         misrepresenting  or being  misleading  about material facts or allowing
         their  independent  judgment to be subordinated.  Covered Officers also
         should maintain skills appropriate and necessary for the performance of
         their duties for the Fund(s).  Covered  Officers also must  responsibly
         use and control all Fund assets and resources entrusted to them.

         Covered  Officers may not  retaliate  against  others for, or otherwise
         discourage  the  reporting  of,  actual or apparent  violations  of the
         Officer Code or applicable laws or regulations. Covered Officers should
         create an  environment  that  encourages  the exchange of  information,
         including concerns of the type that this Code is designed to address.

         B.       Conflicts of Interest

         A  "conflict  of  interest"  occurs when a Covered  Officer's  personal
         interests  interfere with the interests of the Fund for which he or she
         serves as an officer.  Covered  Officers may not  improperly  use their
         position with a Fund for personal or private gain to themselves,  their
         family,  or any other person.  Similarly,  Covered Officers may not use
         their  personal  influence  or  personal   relationships  to  influence
         decisions  or other Fund  business or  operational  matters  where they
         would  benefit  personally  at the  Fund's  expense  or to  the  Fund's
         detriment.  Covered Officers may not cause the Fund to take action,  or
         refrain from taking action,  for their  personal  benefit at the Fund's
         expense or to the Fund's  detriment.  Some  examples  of  conflicts  of
         interest  follow  (this  is not an  all-inclusive  list):  being in the
         position of  supervising,  reviewing or having any influence on the job
         evaluation,  pay or benefit of any  immediate  family  member who is an
         employee of a Fund service provider or is otherwise associated with the
         Fund; or having an ownership  interest in, or having any  consulting or
         employment relationship with, any Fund service provider other than DeAM
         or its affiliates.

         Certain  conflicts  of  interest  covered by this Code arise out of the
         relationships  between  Covered  Officers and the Fund that already are
         subject to conflict of interest  provisions in the  Investment  Company
         Act and the Investment Advisers Act. For example,  Covered Officers may
         not individually  engage in certain  transactions (such as the purchase
         or sale of securities or other property) with the Fund because of their
         status as  "affiliated  persons"  of the Fund.  Covered  Officers  must
         comply with applicable laws and regulations.  Therefore, any violations
         of  existing  statutory  and  regulatory   prohibitions  on  individual
         behavior could be considered a violation of this Code.

         As  to  conflicts  arising  from,  or  as  a  result  of  the  advisory
         relationship (or any other relationships) between the Fund and DeAM, of
         which the  Covered  Officers  are also  officers  or  employees,  it is
         recognized by the Board that, subject to DeAM's fiduciary duties to the
         Fund,  the Covered  Officers  will in the normal course of their duties
         (whether formally for the Fund or for DeAM, or for both) be involved in
         establishing  policies  and  implementing  decisions  which  will  have
         different  effects on


                                                                               4


         DeAM and the Fund. The Board  recognizes that the  participation of the
         Covered  Officers  in  such  activities  is  inherent  in the  contract
         relationship  between  the Fund and DeAM,  and is  consistent  with the
         expectation of the Board of the performance by the Covered  Officers of
         their duties as officers of the Fund.

         Covered  Officers  should  avoid  actual  conflicts  of  interest,  and
         appearances  of conflicts of  interest,  between the Covered  Officer's
         duties  to the  Fund and his or her  personal  interests  beyond  those
         contemplated  or anticipated  by applicable  regulatory  schemes.  If a
         Covered  Officer  suspects or knows of a conflict or an  appearance  of
         one, the Covered Officer must immediately report the matter to the DeAM
         Compliance  Officer.  If a Covered Officer, in lieu of reporting such a
         matter to the DeAM Compliance  Officer,  may report the matter directly
         to the Fund's Board (or committee  thereof),  as appropriate  (e.g., if
         the  conflict  involves  the DeAM  Compliance  Officer  or the  Covered
         Officer reasonably  believes it would be futile to report the matter to
         the DeAM Compliance Officer).

         When  actual,  apparent or  suspected  conflicts  of interest  arise in
         connection with a Covered  Officer,  DeAM personnel aware of the matter
         should promptly contact the DeAM Compliance  Officer.  There will be no
         reprisal or retaliation against the person reporting the matter.

         Upon receipt of a report of a possible  conflict,  the DeAM  Compliance
         Officer will take steps to determine  whether a conflict exists.  In so
         doing,  the DeAM  Compliance  Officer  may take any  actions  he or she
         determines to be appropriate in his or her sole  discretion and may use
         all  reasonable  resources,   including  retaining  or  engaging  legal
         counsel,  accounting firms or other consultants,  subject to applicable
         law.2 The costs  associated with such actions may be borne by the Fund,
         if appropriate,  after consultation with the Fund's Board (or committee
         thereof).  Otherwise,  such  costs  will be  borne  by  DeAM  or  other
         appropriate Fund service provider.

         After full review of a report of a possible  conflict of interest,  the
         DeAM  Compliance  Officer may determine  that no conflict or reasonable
         appearance  of a conflict  exists.  If,  however,  the DeAM  Compliance
         Officer  determines  that an actual  conflict  exists,  the  Compliance
         Officer will resolve the conflict  solely in the interests of the Fund,
         and will report the conflict and its resolution to the Fund's Board (or
         committee thereof).  If the DeAM Compliance Officer determines that the
         appearance of a conflict exists,  the DeAM Compliance Officer will take
         appropriate  steps to remedy such  appearance.  In lieu of  determining
         whether  a  conflict  exists  and/or  resolving  a  conflict,  the DeAM
         Compliance Officer instead may refer the matter to the Fund's Board (or
         committee  thereof),  as  appropriate.  However,  the  DeAM  Compliance
         Officer  must  refer the  matter  to the  Fund's  Board  (or  committee
         thereof) if the DeAM  Compliance  Officer is  directly  involved in the
         conflict or under similar appropriate circumstances.

         After  responding to a report of a possible  conflict of interest,  the
         DeAM  Compliance  Officer  will  discuss  the  matter  with the  person
         reporting it (and with the Covered  Officer at issue, if different) for
         purposes  of  educating   those  involved  on  conflicts  of  interests
         (including how to detect and avoid them, if appropriate).

         Appropriate   resolution   of  conflicts   may  restrict  the  personal
         activities of the Covered  Officer and/or his family,  friends or other
         persons.

         Solely because a conflict is disclosed to the DeAM  Compliance  Officer
         (and/or the Board or  Committee  thereof)  and/or  resolved by the DeAM
         Compliance  Officer does not mean that the  conflict or its  resolution
         constitutes a waiver from the Code's requirements.


--------

2 For  example,  retaining  a Fund's  independent  accounting  firm may  require
pre-approval by the Fund's audit  committee.

                                       5


         Any  questions  about  conflicts  of  interests,  including  whether  a
         particular  situation  might be a  conflict  or an  appearance  of one,
         should be directed to the DeAM Compliance Officer.

         C.       Use of Personal Fund Shareholder Information

         A Covered Officer may not use or disclose  personal  information  about
         Fund  shareholders,  except in the performance of his or her duties for
         the Fund. Each Covered Officer also must abide by the Funds' and DeAM's
         privacy policies under SEC Regulation S-P.

         D.       Public Communications

         In connection with his or her  responsibilities for or involvement with
         a  Fund's  public   communications  and  disclosure   documents  (e.g.,
         shareholder reports,  registration  statements,  press releases),  each
         Covered  Officer must  provide  information  to Fund service  providers
         (within the DeAM  organization  or  otherwise)  and to the Fund's Board
         (and  any  committees  thereof),   independent   auditors,   government
         regulators and  self-regulatory  organizations that is fair,  accurate,
         complete, objective, relevant, timely and understandable.

         Further,  within the scope of their  duties,  Covered  Officers  having
         direct or supervisory authority over Fund disclosure documents or other
         public Fund communications will, to the extent appropriate within their
         area of responsibility, endeavor to ensure full, fair, timely, accurate
         and  understandable  disclosure  in  Fund  disclosure  documents.  Such
         Covered Officers will oversee, or appoint others to oversee,  processes
         for the timely and accurate  creation and review of all public  reports
         and regulatory filings. Within the scope of his or her responsibilities
         as a Covered  Officer,  each  Covered  Officer  also  will  familiarize
         himself or herself with the disclosure  requirements  applicable to the
         Fund,  as well as the business and  financial  operations  of the Fund.
         Each Covered  Officer  also will adhere to, and will promote  adherence
         to, applicable disclosure controls, processes and procedures, including
         DeAM's Disclosure Controls and Procedures,  which govern the process by
         which Fund disclosure documents are created and reviewed.

         To the extent that Covered  Officers  participate  in the creation of a
         Fund's  books or records,  they must do so in a way that  promotes  the
         accuracy, fairness and timeliness of those records.

         E.       Compliance with Applicable Laws, Rules and Regulations

         In connection with his or her duties and within the scope of his or her
         responsibilities as a Covered Officer, each Covered Officer must comply
         with governmental  laws, rules and regulations,  accounting  standards,
         and  Fund   policies/procedures   that   apply  to  his  or  her  role,
         responsibilities  and duties  with  respect  to the Funds  ("Applicable
         Laws").  These  requirements  do not  impose on  Covered  Officers  any
         additional  substantive duties.  Additionally,  Covered Officers should
         promote compliance with Applicable Laws.

         If a Covered  Officer  knows of any material  violations  of Applicable
         Laws or suspects that such a violation may have  occurred,  the Covered
         Officer  is  expected  to  promptly  report  the  matter  to  the  DeAM
         Compliance Officer.



                                                                               6


IV.      Violation Reporting

         A.       Overview

         Each  Covered  Officer  must  promptly  report  to the DeAM  Compliance
         Officer,   and  promote  the  reporting  of,  any  known  or  suspected
         violations of the Officer Code.  Failure to report a violation may be a
         violation of the Officer Code.

         Examples of violations of the Officer Code include, but are not limited
         to, the following:

         o        Unethical or dishonest behavior

         o        Obvious lack of adherence to policies  surrounding  review and
                  approval of public communications and regulatory filings

         o        Failure to report  violations  of the Officer  Code

         o        Known or obvious deviations from Applicable Laws

         o        Failure to  acknowledge  and certify  adherence to the Officer
                  Code

         The  DeAM  Compliance  Officer  has the  authority  to take any and all
         action he or she considers appropriate in his or her sole discretion to
         investigate  known or suspected Code violations,  including  consulting
         with  the  Fund's  Board,  the  independent  Board  members,   a  Board
         committee,  the Fund's legal counsel and/or counsel to the  independent
         Board members. The Compliance Officer also has the authority to use all
         reasonable resources to investigate violations,  including retaining or
         engaging legal counsel, accounting firms or other consultants,  subject
         to applicable law.3 The costs associated with such actions may be borne
         by the Fund, if appropriate,  after  consultation with the Fund's Board
         (or committee thereof). Otherwise, such costs will be borne by DeAM.

         B.       How to Report

         Any known or suspected  violations of the Officer Code must be promptly
         reported to the DeAM Compliance Officer.

         C.       Process for Violation Reporting to the Fund Board

         The DeAM Compliance  Officer will promptly report any violations of the
         Code to the Fund's Board (or committee thereof).

         D.       Sanctions for Code Violations

         Violations of the Code will be taken seriously. In response to reported
         or otherwise known  violations,  DeAM and the relevant Fund's Board may
         impose sanctions  within the scope of their  respective  authority over
         the Covered Officer at issue.  Sanctions  imposed by DeAM could include
         termination  of employment.  Sanctions  imposed by a Fund's Board could
         include termination of association with the Fund.

V.       Waivers from the Officer Code

         A  Covered  Officer  may  request  a waiver  from the  Officer  Code by
         transmitting  a written  request  for a waiver  to the DeAM  Compliance
         Officer.4  The request must include the  rationale  for the request and
         must explain how the waiver would be in furtherance of the standards of
         conduct  described in and underlying  purposes of the Officer Code. The
         DeAM  Compliance  Officer will present this  information  to the Fund's
         Board (or committee  thereof).  The Board (or committee)

--------

3 For  example,  retaining  a Fund's  independent  accounting  firm may  require
pre-approval by the Fund's audit committee.

4 Of course,  it is not a waiver of the  Officer  Code if the  Fund's  Board (or
committee thereof)  determines that a matter is not a deviation from the Officer
Code's requirements or is otherwise not covered by the Code.

                                                                               7


         will determine  whether to grant the requested waiver. If the Board (or
         committee)  grants the requested  waiver,  the DeAM Compliance  Officer
         thereafter  will  monitor  the  activities  subject to the  waiver,  as
         appropriate, and will promptly report to the Fund's Board (or committee
         thereof) regarding such activities, as appropriate.

         The DeAM Compliance Officer will coordinate and facilitate any required
         public disclosures of any waivers granted or any implicit waivers.

VI.      Amendments to the Code

         The DeAM  Compliance  Officer will review the Officer Code from time to
         time for its continued  appropriateness and will propose any amendments
         to the  Fund's  Board (or  committee  thereof)  on a timely  basis.  In
         addition, the Board (or committee thereof) will review the Officer Code
         at least annually for its continued  appropriateness  and may amend the
         Code as necessary or appropriate.

         The DeAM Compliance Officer will coordinate and facilitate any required
         public disclosures of Code amendments.

VII.     Acknowledgement and Certification of Adherence to the Officer Code

         Each  Covered  Officer  must sign a  statement  upon  appointment  as a
         Covered Officer and annually  thereafter  acknowledging  that he or she
         has  received  and read the Officer  Code,  as amended or updated,  and
         confirming  that  he or she has  complied  with  it  (see  Appendix  B:
         Acknowledgement  and  Certification  of  Obligations  Under the Officer
         Code).

         Understanding  and  complying  with the  Officer  Code  and  truthfully
         completing the  Acknowledgement  and Certification Form is each Covered
         Officer's obligation.

         The DeAM Compliance Officer will maintain such  Acknowledgements in the
         Fund's books and records.

VIII.    Scope of Responsibilities

         A Covered Officer's responsibilities under the Officer Code are limited
         to:

                  (1)      Fund  matters  over  which  the  Officer  has  direct
                           responsibility  or  control,  matters  in  which  the
                           Officer  routinely  participates,  and  matters  with
                           which  the  Officer  is  otherwise   involved  (i.e.,
                           matters  within  the scope of the  Covered  Officer's
                           responsibilities  as a Fund  officer);  and

                  (2)      Fund   matters  of  which  the   Officer  has  actual
                           knowledge.


IX.      Recordkeeping

         The DeAM  Compliance  Officer  will  create  and  maintain  appropriate
         records regarding the implementation and operation of the Officer Code,
         including records relating to conflicts of interest  determinations and
         investigations of possible Code violations.



                                                                               8


X.       Confidentiality

         All reports and records prepared or maintained pursuant to this Officer
         Code  shall be  considered  confidential  and shall be  maintained  and
         protected  accordingly.  Except as  otherwise  required  by law or this
         Officer Code,  such matters shall not be disclosed to anyone other than
         the DeAM Compliance  Officer,  the Fund's Board (or committee thereof),
         legal counsel, independent auditors, and any consultants engaged by the
         Compliance Officer.



                                                                               9




         Appendices

         Appendix A:



         List of Officers Covered under the Code, by Board:


================================================================================
Fund Board     Principal Executive   Principal Financial    Other Persons with
                   Officers               Officers          Similar Functions
--------------------------------------------------------------------------------
Boston         Richard T. Hale        Charles A. Rizzo       --
================================================================================

         DeAM Compliance Officer:

         Name: Amy Olmert

         DeAM Department: Compliance

         Phone Numbers: 410-895-3661 (Baltimore) and 212-454-0111 (New York)

         Fax Numbers: 410-895-3837 (Baltimore) and 212-454-2152 (New York)









As of:   [July 15], 2003


                                                                              10



Appendix B: Acknowledgement and Certification


                    Initial Acknowledgement and Certification
                      of Obligations Under the Officer Code



--------------------------------------------------------------------------------
Print Name             Department               Location         Telephone




         1.       I  acknowledge  and certify that I am a Covered  Officer under
                  the Scudder Fund  Principal  Executive and  Financial  Officer
                  Code of Ethics ("Officer Code"),  and therefore subject to all
                  of its requirements and provisions.

         2.       I have received and read the Officer Code and I understand the
                  requirements and provisions set forth in the Officer Code.

         3.       I have disclosed any conflicts of interest of which I am aware
                  to the DeAM Compliance Officer.

         4.       I will act in the best interest of the Funds for which I serve
                  as an  officer  and have  maintained  the  confidentiality  of
                  personal information about Fund shareholders.

         5.       I will report any known or suspected violations of the Officer
                  Code in a timely manner to the DeAM Compliance Officer.













--------------------------------------------------------------------------------
Signature                                               Date


                                                                              11





                    Annual Acknowledgement and Certification
                      of Obligations Under the Officer Code



--------------------------------------------------------------------------------
Print Name             Department               Location         Telephone




         6.       I  acknowledge  and certify that I am a Covered  Officer under
                  the Scudder Fund  Principal  Executive and  Financial  Officer
                  Code of Ethics ("Officer Code"),  and therefore subject to all
                  of its requirements and provisions.

         7.       I have  received and read the Officer  Code,  and I understand
                  the requirements and provisions set forth in the Officer Code.

         8.       I have adhered to the Officer Code.

         9.       I have not knowingly been a party to any conflict of interest,
                  nor have I had  actual  knowledge  about  actual  or  apparent
                  conflicts  of  interest  that I did  not  report  to the  DeAM
                  Compliance  Officer  in  accordance  with the  Officer  Code's
                  requirements.

         10.      I have  acted in the best  interest  of the  Funds for which I
                  serve as an officer and have maintained the confidentiality of
                  personal information about Fund shareholders.

         11.      With  respect to the  duties I perform  for the Fund as a Fund
                  officer,  I believe that  effective  processes are in place to
                  create and file public  reports and  documents  in  accordance
                  with applicable regulations.

         12.      With  respect to the  duties I perform  for the Fund as a Fund
                  officer,  I have complied to the best of my knowledge with all
                  Applicable  Laws (as that term is defined in the Officer Code)
                  and  have  appropriately  monitored  those  persons  under  my
                  supervision for compliance with Applicable Laws.

         13.      I have  reported  any  known or  suspected  violations  of the
                  Officer  Code  in a  timely  manner  to  the  DeAM  Compliance
                  Officer.



--------------------------------------------------------------------------------
Signature                                               Date

                                                                              12




         Appendix C:  Definitions

         Principal Executive Officer

         Individual  holding  the office of  President  of the Fund or series of
         Funds, or a person performing a similar function.

         Principal Financial Officer

         Individual  holding  the office of  Treasurer  of the Fund or series of
         Funds, or a person performing a similar function.

         Registered Investment Management Investment Company

         Registered  investment  companies other than a face-amount  certificate
         company or a unit investment trust.

         Waiver

         A waiver is an approval of an exemption from a Code requirement.

         Implicit Waiver

         An implicit  waiver is the failure to take action  within a  reasonable
         period of time  regarding a material  departure  from a requirement  or
         provision  of the  Officer  Code that has been  made  known to the DeAM
         Compliance Officer or the Fund's Board (or committee thereof).


                                                                              13

ITEM 3.         AUDIT COMMITTEE FINANCIAL EXPERT.

The Fund's Board of Directors/Trustees has determined that the Fund has at least
one "audit committee financial expert" serving on its audit committee: Mr. Louis
E. Levy. This audit committee member is "independent," meaning that he is not an
"interested person" of the Fund (as that term is defined in Section 2(a)(19) of
the Investment Company Act of 1940) and he does not accept any consulting,
advisory, or other compensatory fee from the Fund (except in the capacity as a
Board or committee member).

An "audit committee financial expert" is not an "expert" for any purpose,
including for purposes of Section 11 of the Securities Act of 1933, as a result
of being designated as an "audit committee financial expert." Further, the
designation of a person as an "audit committee financial expert" does not mean
that the person has any greater duties, obligations, or liability than those
imposed on the person without the "audit committee financial expert"
designation. Similarly, the designation of a person as an "audit committee
financial expert" does not affect the duties, obligations, or liability of any
other member of the audit committee or board of directors.

ITEM 4.         PRINCIPAL ACCOUNTANT FEES AND SERVICES.

                        Not currently applicable.

ITEM 5.         [RESERVED]

ITEM 6.         [RESERVED]

ITEM 7.         DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
                CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

ITEM 8.         [RESERVED]

ITEM 9.         CONTROLS AND PROCEDURES.


(a) The Chief Executive and Financial Officers concluded that the
Registrant's Disclosure Controls and Procedures are effective based on the
evaluation of the Disclosure Controls and Procedures as of a date within 90 days
of the filing date of this report.

(b) There have been no significant changes in the Registrant's internal controls
or in other factors that could significantly affect these controls subsequent to
the date of their evaluation and until the filing of this report, including any
corrective actions with regard to significant deficiencies and material
weaknesses.



Form N-CSR Item F

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

Registrant:                         Scudder Development Fund


By:                                 /s/Richard T. Hale
                                    --------------------------------
                                    Richard T. Hale
                                    Chief Executive Officer

Date:                               September 22, 2003
                                    --------------------------------


Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

Registrant:                         Scudder Development Fund

By:                                 /s/Richard T. Hale
                                    --------------------------------
                                    Richard T. Hale
                                    Chief Executive Officer

Date:                               September 22, 2003
                                    --------------------------------



By:                                 /s/Charles A. Rizzo
                                    --------------------------------
                                    Charles A. Rizzo
                                    Chief Financial Officer

Date:                               September 22, 2003
                                    --------------------------------