FORM N-14

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	from the date such indebtedness was incurred except as otherwise disclosed to and accepted in writing by the Acquiring Fund. For purposes of this subsection (g), a decline in net asset value per share of the Acquired Fund due to declines in market values of securities in the Acquired Fund’s portfolio, the discharge of Acquired Fund liabilities, or the redemption of Acquired Fund shares by Acquired Fund Shareholders shall not constitute a material adverse change;

	(h) At the date hereof and at the Closing Date, all federal and other tax returns and reports of the Acquired Fund required by law to have been filed by such dates (including any extensions) shall have been filed and are or will be correct in all material respects, and all federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof, and, to the best of the Acquired Fund’s knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns;

	(i) For each taxable year of its operation (including the taxable year ending on the Closing Date), the Acquired Fund has met the requirements of Subchapter M of the Code for qualification as a regulated investment company and has elected to be treated as such, has been eligible to and has computed its federal income tax under Section 852 of the Code, and will have distributed all of its investment company taxable income and net capital gain (as defined in the Code) that has accrued through the Closing Date;

	(j) All issued and outstanding shares of the Acquired Fund (i) have been offered and sold in every state and the District of Columbia in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities laws, (ii) are, and on the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable and not subject to preemptive or dissenter’s rights and (iii) will be held at the time of the Closing by the persons and in the amounts set forth in the records of SISC, as provided in section 3.4. The Acquired Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the Acquired Fund shares, nor is there outstanding any security convertible into any of the Acquired Fund shares;

	(k) At the Closing Date, the Acquired Fund will have good and marketable title to the Acquired Fund’s assets to be transferred to the Acquiring Fund pursuant to section 1.2 and full right, power, and authority to sell, assign, transfer and deliver such assets hereunder free of any liens or other encumbrances, except those liens or encumbrances as to which the Acquiring Fund has received notice at or prior to the Closing, and upon delivery and payment for such assets, the Acquiring Fund will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, including such restrictions as might arise under the 1933 Act and the 1940 Act, except those restrictions as to which the Acquiring Fund has received notice and necessary documentation at or prior to the Closing;

	(l) The execution, delivery and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary action on the part of the Board members of the Acquired Fund (including the determinations required by Rule 17a-8(a) under the 1940 Act), and, subject to the approval of the Acquired Fund Shareholders, this Agreement constitutes a valid and binding obligation of the Acquired Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles;

	(m) The information to be furnished by the Acquired Fund for use in applications for orders, registration statements or proxy materials or for use in any other document filed or to be filed with any federal, state or local regulatory authority (including the NASD, Inc. (the “NASD”)), which may be necessary in connection with the transactions contemplated hereby, shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations applicable thereto;

	(n) During the offering of the Acquired Fund’s common shares, the prospectuses and statements of additional information of the Acquired Fund conformed in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission


	thereunder and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading; and

	(o) The Registration Statement referred to in section 5.7, insofar as it relates to the Acquired Fund, will, on the effective date of the Registration Statement and on the Closing Date, (i) comply in all material respects with the provisions and regulations of the 1933 Act, the 1934 Act and the 1940 Act, as applicable, and (ii) not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements are made, not materially misleading; provided, however, that the representations and warranties in this section shall not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information that was furnished or should have been furnished by the Acquiring Company for use therein.


	schedule, and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated;

	(f) The Statements of Assets and Liabilities, Operations, and Changes in Net Assets, the Financial Highlights, and the Investment Portfolio of the Acquiring Fund at and for the fiscal year ended October 31, 2004, have been audited by PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, and are in accordance with GAAP consistently applied, and such statements (a copy of each of which has been furnished to the Acquired Fund) present fairly, in all material respects, the financial position of the Acquiring Fund as of such date in accordance with GAAP, and there are no known contingent liabilities of the Acquiring Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date not disclosed therein;

	(g) Since October 31, 2004, there has not been any material adverse change in the Acquiring Fund’s financial condition, assets, liabilities or business other than changes occurring in the ordinary course of business, or any incurrence by the Acquiring Fund of indebtedness maturing more than one year from the date such indebtedness was incurred except as otherwise disclosed to and accepted in writing by the Acquired Fund. For purposes of this subsection (g), a decline in net asset value per share of the Acquiring Fund due to declines in market values of securities in the Acquiring Fund’s portfolio, the discharge of Acquiring Fund liabilities, or the redemption of Acquiring Fund shares by Acquiring Fund shareholders shall not constitute a material adverse change;

	(h) At the date hereof and at the Closing Date, all federal and other tax returns and reports of the Acquiring Fund required by law to have been filed by such dates (including any extensions) shall have been filed and are or will be correct in all material respects, and all federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof, and, to the best of the Acquiring Fund’s knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns;

	(i) For each taxable year of its operation, the Acquiring Fund has met the requirements of Subchapter M of the Code for qualification as a regulated investment company and has elected to be treated as such, has been eligible to and has computed its federal income tax under Section 852 of the Code, and will do so for the taxable year including the Closing Date;

	(j) All issued and outstanding shares of the Acquiring Fund (i) have been offered and sold in every state and the District of Columbia in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities laws and (ii) are, and on the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable, and not subject to preemptive or dissenter’s rights. The Acquiring Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the Acquiring Fund shares, nor is there outstanding any security convertible into any of the Acquiring Fund Shares;

	(k) The Acquiring Fund Shares to be issued and delivered to the Acquired Fund, for the account of the Acquired Fund Shareholders, pursuant to the terms of this Agreement, will at the Closing Date have been duly authorized and, when so issued and delivered, will be duly and validly issued and outstanding Acquiring Fund Shares, and will be fully paid and non-assessable;

	(l) At the Closing Date, the Acquiring Fund will have good and marketable title to the Acquiring Fund’s assets, free of any liens or other encumbrances, except those liens or encumbrances as to which the Acquired Fund has received notice at or prior to the Closing;

	(m) The execution, delivery and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary action on the part of the Board members of the Acquiring Company (including the determinations required by Rule 17a-8(a) under the 1940 Act), and this Agreement will constitute a valid and binding obligation of the Acquiring Company, on behalf of the Acquiring Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy,


	insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles;

	(n) The information to be furnished by the Acquiring Fund for use in applications for orders, registration statements or proxy materials or for use in any other document filed or to be filed with any federal, state or local regulatory authority (including the NASD), which may be necessary in connection with the transactions contemplated hereby, shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations applicable thereto;

	(o) The current prospectuses and statements of additional information of the Acquiring Fund conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading;

	(p) The Registration Statement, only insofar as it relates to the Acquiring Fund, will, on the effective date of the Registration Statement and on the Closing Date, (i) comply in all material respects with the provisions and regulations of the 1933 Act, the 1934 Act, and the 1940 Act and (ii) not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not materially misleading; provided, however, that the representations and warranties in this section shall not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information that was furnished or should have been furnished by the Acquired Fund for use therein; and

	(q) The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities laws as may be necessary in order to continue its operations after the Closing Date.

Code; (ii) under Section 361 of the Code, Acquired Fund will not recognize gain or loss upon the transfer of its assets to Acquiring Fund in exchange for Acquiring Fund Shares and the assumption of the Acquired Fund liabilities by Acquiring Fund, and Acquired Fund will not recognize gain or loss upon the distribution to its shareholders of the Acquiring Fund Shares in liquidation of Acquired Fund; (iii) under Section 354 of the Code, shareholders of Acquired Fund will not recognize gain or loss on the receipt of Acquiring Fund Shares solely in exchange for Acquired Fund shares; (iv) under Section 358 of the Code, the aggregate basis of the Acquiring Fund Shares received by each shareholder of Acquired Fund will be the same as the aggregate basis of Acquired Fund shares exchanged therefor; (v) under Section 1223(1) of the Code, the holding period of the Acquiring Fund Shares received by each Acquired Fund shareholder will include the holding period of Acquired Fund shares exchanged therefor, provided that the Acquired Fund shareholder held the Acquired Fund shares at the time of the reorganization as a capital asset; (vi) under Section 1032 of the Code, Acquiring Fund will not recognize gain or loss upon the receipt of assets of Acquired Fund in exchange for Acquiring Fund Shares and the assumption by Acquiring Fund of all of the liabilities of Acquired Fund; (vii) under Section 362(b) of the Code, the basis of the assets of Acquired Fund transferred to Acquiring Fund in the reorganization will be the same in the hands of Acquiring Fund as the basis of such assets in the hands of Acquired Fund immediately prior to the transfer; and (viii) under Section 1223(2) of the Code, the holding periods of the assets of Acquired Fund transferred to Acquiring Fund in the reorganization in the hands of Acquiring Fund will include the periods during which such assets were held by Acquired Fund. The delivery of such opinion is conditioned upon receipt by Willkie Farr & Gallagher of representations it shall request of each of the Acquiring Company and Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this section 8.5.

Regulatory and litigation matters

Since at least July 2003, federal, state and industry regulators have been conducting ongoing inquiries and investigations (“inquiries”) into the mutual fund industry, and have requested information from numerous mutual fund companies, including Scudder Investments. It is not possible to determine what the outcome of these inquiries will be or what the effect, if any, would be on the funds or their advisors. Publicity about mutual fund practices arising from these industry-wide inquiries serves as the general basis of a number of private lawsuits against the Scudder funds. These lawsuits, which previously have been reported in the press, involve purported class action and derivative lawsuits, making various allegations and naming as defendants various persons, including certain Scudder funds, the funds’ investment advisors and their affiliates, certain individuals, including in some cases fund Trustees/Directors, officers, and other parties. Each Scudder fund’s investment advisor has agreed to indemnify the applicable Scudder funds in connection with these lawsuits, or other lawsuits or regulatory actions that may be filed making allegations similar to these lawsuits regarding market timing, revenue sharing, fund valuation or other subjects arising from or related to the pending inquiries. Based on currently available information, the funds’ investment advisors believe the likelihood that the pending lawsuits will have a material adverse financial impact on a Scudder fund is remote and such actions are not likely to materially affect their ability to perform under their investment management agreements with the Scudder funds.

Financial Highlights

These tables are designed to help you understand each fund’s financial performance in recent years. The figures in the first part of each table are for a single share. The total return figures represent the percentage that an investor in a particular fund would have earned (or lost), assuming all dividends and distributions were reinvested. This information has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose reports, along with each fund’s financial statements, are included in that fund’s annual report (see “Shareholder reports” on the back cover).

Scudder Emerging Markets Fund — Class AARP



Years Ended October 31,	2004			2003			2002			2001			2000		^a

Selected Per Share Data

Net asset value, beginning of period	$	13.36		$	8.73		$	8.30		$	11.11		$	11.69

Income (loss) from investment operations:
Net investment income (loss)^b		.11			.06			(.03	)		(.01	)		(.02	)

Net realized and unrealized gain (loss) on investment transactions		2.31			4.57			.46			(2.81	)		(.56	)

Total from investment operations		2.42			4.63			.43			(2.82	)		(.58	)

Less distributions from:
Net investment income		(.06	)		—			—			—			—

Redemption fees		.01			—	***		—	***		.01			—

Net asset value, end of period	$	15.73		$	13.36		$	8.73		$	8.30		$	11.11

Total Return (%)		18.24	^c		53.04	^c		5.18			(25.29	)		(4.96	)^d**

Ratios to Average Net Assets and Supplemental Data

Net assets, end of period ($ millions)		4			2			.45			.15			.07

Ratio of expenses before expense reductions (%)		1.91			1.92			1.91			1.91			1.90	*

Ratio of expenses after expense reductions (%)		1.76			1.90			1.91			1.91			1.90	*

Ratio of net investment income (loss) (%)		.79			.64			(.30	)		(.05	)		(.13	)**

Portfolio turnover rate (%)		146			182			115			69			42


^a		For the period from October 2, 2000 (commencement of operations of Class AARP shares) to October 31, 2000.


^b		Based on average shares outstanding during the period.

^c		Total return would have been lower had certain expenses not been reduced.

^d		Shareholders redeeming shares held less than one year will have a lower total return due to the effect of the 2% redemption fee.


*		Annualized

**		Not annualized

***		Amount is less than $.005.

Scudder Emerging Markets Fund — Class S



Years Ended October 31,	2004			2003			2002			2001			2000

Selected Per Share Data

Net asset value, beginning of period	$	13.34		$	8.73		$	8.29		$	11.11		$	11.75

Income (loss) from investment operations:
Net investment income (loss)^a		.11			.07			(.03	)		(.01	)		(.11	)

Net realized and unrealized gain (loss) on investment transactions		2.31			4.54			.47			(2.82	)		(.54	)^b

Total from investment operations		2.42			4.61			.44			(2.83	)		(.65	)

Less distributions from:
Net investment income		(.06	)		—			—			—			—

Redemption fees		.01			—	***		—	***		.01			.01

Net asset value, end of period	$	15.71		$	13.34		$	8.73		$	8.29		$	11.11

Total Return (%)		18.34^c			52.81^c			5.31			(25.38	)		(5.45	)^c


Ratios to Average Net Assets and Supplemental Data

Net assets, end of period ($ millions)		89			65			38			42			71

Ratio of expenses before expense reductions (%)		1.93			1.92			1.91			1.91			2.66	^d

Ratio of expenses after expense reductions (%)		1.76			1.90			1.91			1.91			2.30	^d

Ratio of net investment income (loss) (%)		.79			.64			(.30	)		(.05	)		(.87	)

Portfolio turnover rate (%)		146			182			115			69			42


^a		Based on average shares outstanding during the period.

^b		Because of the timing of subscriptions and redemptions in relation to fluctuating markets at value, the amount shown may not agree with the change in aggregate gains and losses.


^c		Total return would have been lower had certain expenses not been reduced.

^d		The ratios of operating expenses excluding costs incurred in connection with a fund complex reorganization before and after expense reduction were 2.56% and 2.23%, respectively.


***		Amount is less than $.005.

Scudder Global Discovery Fund — Class AARP



Years Ended October 31,	2004			2003			2002			2001		^a

Selected Per Share Data

Net asset value, beginning of period	$	26.27		$	18.05		$	21.42		$	28.44

Income (loss) from investment operations:
Net investment income (loss)^b		(.02	)		(.05	)		(.07	)		(.02	)

Net realized and unrealized gain (loss) on investment transactions		4.31			8.27			(3.30	)		(7.00	)

Total from investment operations		4.29			8.22			(3.37	)		(7.02	)

Net asset value, end of period	$	30.56		$	26.27		$	18.05		$	21.42

Total Return (%)		16.33	^c		45.54	^c		(15.73	)		(24.68	)**


Ratios to Average Net Assets and Supplemental Data

Net assets, end of period ($ millions)		5			2			.390			.335

Ratio of expenses before expense reductions (%)		1.58			1.48			1.48			1.48	*

Ratio of expenses after expense reductions (%)		1.47			1.47			1.48			1.48	*

Ratio of net investment income (loss) (%)		(.04	)		(.16	)		(.35	)		(.09	)*

Portfolio turnover rate (%)		26			35			49			59


^a		For the period from March 1, 2001 (commencement of operations of Class AARP shares) to October 31, 2001.

^b		Based on average shares outstanding during the period.

^c		Total return would have been lower had certain expenses not been reduced.

*		Annualized

**		Not annualized

Scudder Global Discovery Fund — Class S



Years Ended October 31,	2004			2003			2002			2001			2000

Selected Per Share Data

Net asset value, beginning of period	$	26.26		$	18.05		$	21.42		$	35.01		$	28.17

Income (loss) from investment operations:
Net investment income (loss)^a		(.02	)		(.04	)		(.08	)		(.11	)		(.21	)

Net realized and unrealized gain (loss) on investment transactions		4.31			8.25			(3.29	)		(11.06	)		9.43

Total from investment operations		4.29			8.21			(3.37	)		(11.17	)		9.22

Less distributions from:
Net investment income		—			—			—			(.01	)		—

Net realized gains on investment transactions		—			—			—			(2.41	)		(2.38	)

Total distributions		—			—			—			(2.42	)		(2.38	)

Net asset value, end of period	$	30.55		$	26.26		$	18.05		$	21.42		$	35.01

Total Return (%)		16.34	^b		45.48			(15.73	)		(33.94	)		33.25


Ratios to Average Net Assets and Supplemental Data

Net assets, end of period ($ millions)		309			289			234			328			574

Ratio of expenses before expense reductions (%)		1.48			1.48			1.48			1.51			1.53	^c

Ratio of expenses after expense reductions (%)		1.48			1.48			1.48			1.51			1.52	^c

Ratio of net investment income (loss) (%)		(.05	)		(.17	)		(.35	)		(.37	)		(.59	)

Portfolio turnover rate (%)		26			35			49			59			86


^a		Based on average shares outstanding during the period.

^b		Total return would have been lower had certain expenses not been reduced.

^c		The ratios of operating expenses excluding costs incurred in connection with a fund complex reorganization before and after expense reductions were 1.52% and 1.52%, respectively.

How to Invest in the Funds

The following pages tell you how to invest in these funds and what to expect as a shareholder. If you’re investing directly with Scudder, all of this information applies to you.

If you’re investing through a “third party provider” — for example, a workplace retirement plan, financial supermarket or financial advisor — your provider may have its own policies or instructions and you should follow those.

As noted earlier, there are two classes of shares of each fund available through this prospectus. The instructions for buying and selling each class are slightly different.

Instructions for buying and selling Class AARP shares, which have been created especially for AARP members, are found on the next two pages. These are followed by instructions for buying and selling Class S shares, which are generally not available to new investors. Be sure to use the appropriate table when placing any orders to buy, exchange or sell shares in your account.

How to Buy, Sell and Exchange Class AARP Shares Buying Shares:

Use these instructions to invest directly. Make out your check to “The AARP Investment Program.”

First investment

$1,000 or more for regular accounts

$500 or more for IRAs

$500 or more with an Automatic Investment Plan

By mail or express mail (see below)

For enrollment forms, call 1-800-253-2277

Fill out and sign an enrollment form

Send it to us at the appropriate address, along with an investment check

Additional investments

$50 minimum for regular accounts and IRA accounts

$50 minimum with an Automatic Investment Plan, Payroll Deduction or Direct Deposit

Send a personalized investment slip or short note that includes:

o		fund and class name

o		account number

o		check payable to “The AARP Investment Program”


By wire
o	Call 1-800-253-2277 for instructions	o	Call 1-800-253-2277 for instructions

By phone

Not available		o	Call 1-800-253-2277 for instructions

With an automatic investment plan

o	Fill in the information required on your enrollment form and include avoided check	o	To set up regular investments from a bank checking account, call 1-800-253-2277

Payroll Deduction or Direct Deposit

o	Select either of these options on your enrollment form and submit it. You will receive further instructions by mail.	o	Once you specify a dollar amount, investments are automatic.

Using QuickBuy

Not available		o	Call 1-800-253-2277 to speak to a representative

		o	or, to use QuickBuy on the Easy-Access Line, call 1-800-631-4636 and follow the instructions on how to purchase shares

On the Internet

o	Go to “services and forms — How to open an account” at aarp.scudder.com	o	Call 1-800-253-2277 to ensure you have electronic services

o	Print out a prospectus and an enrollment form	o	Register at aarp.scudder.com

o	Complete and return the enrollment form with your check	o	Follow the instructions for buying shares with money from your bank account

Regular mail: The AARP Investment Program
First Investment: PO Box 219735, Kansas City, MO 64121-9735
Additional Investments: PO Box 219743, Kansas City, MO 64121-9743

Express, registered or certified mail:
The AARP Investment Program, 210 W. 10th Street, Kansas City, MO 64105-1614

Fax number: 1-800-821-6234 (for exchanging and selling only)

Exchanging or Selling Shares: Use these instructions to exchange or sell shares in an account opened directly with Scudder.


Exchanging into another fund		Selling shares

$1,000 or more to open a new account ($500 or more for IRAs)		Some transactions, including most for over $100,000, can only be ordered in writing; if you’re in doubt, see page 40

$50 or more for exchanges between existing accounts

By phone

o	Call 1-800-253-2277 for instructions	o	Call 1-800-253-2277 for instructions

Using Easy-Access Line

o	Call 1-800-631-4636 and follow the instructions	o	Call 1-800-631-4636 and follow the instructions

By mail, express mail or fax (see previous page)

Your instructions should include:		Your instructions should include:

o	your account number	o	your account number

o	names of the funds, class and number of shares or dollar amount you want to exchange	o	names of the funds, class and number of shares or dollar amount you want to redeem

With an automatic withdrawal plan

Not available		o	To set up regular cash payments from an account, call 1-800-253-2277

Using QuickSell

Not available		o	Call 1-800-253-2277

On the Internet

o	Register at aarp.scudder.com	Not available

o	Go to “services and forms”

o	Follow the instructions for making on-line exchanges


To reach us:	o	Web site aarp.scudder.com

	o	Program representatives 1-800-253-2277, M-F, 9 a.m. — 6 p.m. EST

	o	Confidential fax line 1-800-821-6234, always open

	o	TDD line 1-800-634-9454, M-F, 9 a.m. — 6 p.m. EST

Class AARP Services	o	AARP Lump Sum Service for planning and setting up a lump sum distribution.

	o	AARP Legacy Service for organizing financial documents and planning the orderly transfer of assets to heirs

	o	AARP Goal Setting and Asset Allocation Service for allocating assets and measuring investment progress

	o	For more information, please call 1-800-253-2277.

How to Buy, Sell and Exchange Class S Shares

Buying Shares: Use these instructions to invest directly. Make out your check to “The Scudder Funds.”


First investment		Additional investments

$2,500 or more for regular accounts		$50 or more for regular accounts and IRA accounts

$1,000 or more for IRAs		$50 or more with an Automatic

$1,000 or more with an Automatic Investment Plan		Investment Plan

By mail or express mail (see below)

o	Fill out and sign an application	Send a Scudder investment slip or short note that includes:

o	Send it to us at the appropriate address, along with an investment check	o	fund and class name

		o	account number

		o	check payable to “The Scudder Funds”

By wire

o	Call 1-800-SCUDDER for instructions	o	Call 1-800-SCUDDER for instructions

By phone

Not available		o Call 1-800-SCUDDER for instructions

With an automatic investment plan

o	Fill in the information on your application and include a voided check	o	To set up regular investments from a bank checking account, call 1-800-SCUDDER

Using QuickBuy

Not available		o	Call 1-800-SCUDDER to speak to a representative

		o	or, to use QuickBuy on SAIL™, call 1-800-343-2890 and follow the instructions on how to purchase shares

On the Internet

o	Go to “funds and prices” at myScudder.com	o	Call 1-800-SCUDDER to ensure you have electronic services

o	Print out a prospectus and a new account application	o	Register at myScudder.com

o	Complete and return the application with your check	o	Follow the instructions for buying shares with money from your bank account

Regular mail:

First Investment: Scudder Investments, PO Box 219669, Kansas City, MO 64121-9669
Additional Investments: Scudder Investments, PO Box 219664, Kansas City, MO 64121-9664

Express, registered or certified mail:
Scudder Investments, 210 W. 10th Street, Kansas City, MO 64105-1614

Fax number: 1-800-821-6234 (for exchanging and selling only)

Exchanging or Selling Shares: Use these instructions to exchange or sell shares in an account opened directly with Scudder.


Exchanging into another fund		Selling shares

$2,500 or more to open a new account ($1,000 or more for IRAs)		Some transactions, including most for over $100,000, can only be ordered in writing; if you’re in doubt, see page 40

$50 or more for exchanges between existing accounts

By phone or wire

o	Call 1-800-SCUDDER for instructions	o	Call 1-800-SCUDDER for instructions

Using SAIL™

o	Call 1-800-343-2890 and follow the instructions	o	Call 1-800-343-2890 and follow the instructions

By mail, express mail or fax
(see previous page)

Your instructions should include:		Your instructions should include:

o	the fund, class and account number you’re exchanging out of	o	the fund, class and account number from which you want to sell shares

o	the dollar amount or number of shares you want to exchange	o	the dollar amount or number of shares you want to sell

o	the name and class of the fund you want to exchange into	o	your name(s), signature(s) and address, as they appear on your account

o	your name(s), signature(s) and address, as they appear on your account	o	a daytime telephone number

o	a daytime telephone number

With an automatic withdrawal plan

Not available		o	To set up regular cash payments from a Scudder account, call 1-800-SCUDDER

Using QuickSell		o	Call 1-800-SCUDDER

Not available

On the Internet

o	Register at myScudder.com	o	Register at myScudder.com

o	Follow the instructions for making on-line exchanges	o	Follow the instructions for making on-line redemptions

Policies You Should Know About

Along with the instructions on the previous pages, the policies below may affect you as a shareholder. Some of this information, such as the section on dividends and taxes, applies to all investors, including those investing through a financial advisor.

If you are investing through a financial advisor or through a retirement plan, check the materials you received from them about how to buy and sell shares because particular financial advisors or other intermediaries may adopt policies, procedures or limitations that are outside those described by the funds. Please note that a financial advisor may charge fees separate from those charged by a fund.

In either case, keep in mind that the information in this prospectus applies only to each fund’s Class AARP and S shares. Each fund has other share classes, which are described in a separate prospectus and have different fees, requirements and services.

In order to reduce the amount of mail you receive and to help reduce expenses, we generally send a single copy of any shareholder report and prospectus to each household. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact your financial advisor or call 1-800-253-2277 (Class AARP) or 1-800-SCUDDER (Class S).

Policies about transactions

Each fund is open for business each day the New York Stock Exchange is open. Each fund calculates its share price for each class every business day, as of the close of regular trading on the Exchange (typically 4 p.m. Eastern time, but sometimes earlier, as in the case of scheduled half-day trading or unscheduled suspensions of trading). You can place an order to buy or sell shares at any time.

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means to you: When you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. Some or all of this information will be used to verify the identity of all persons opening an account.

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

Questions? You can speak to a Scudder representative between 9 a.m. and 6 p.m. Eastern time on any fund business day by calling 1-800-253-2277 (Class AARP) or 1-800-SCUDDER (Class S).

We might request additional information about you (which may include certain documents, such as articles of incorporation for companies) to help us verify your identity, and in some cases the information and/or documents may be required to conduct the verification. The information and documents will be used solely to verify your identity.

We will attempt to collect any missing required and requested information by contacting you or your financial advisor. If we are unable to obtain this information within the time frames established by each fund then we may reject your application and order.

Each fund will not invest your purchase until all required and requested identification information has been provided and your application has been submitted in “good order.” After we receive all the information, your application is deemed to be in good order and we accept your purchase, you will receive the net asset value per share next calculated.

If we are unable to verify your identity within time frames established by each fund, after a reasonable effort to do so, you will receive written notification.

The funds generally will not accept new account applications to establish an account with a non-US address (APO/FPO and US territories are acceptable) or for a non-resident alien.

Because orders placed through a financial advisor must be forwarded to the transfer agent before they can be processed, you’ll need to allow extra time. A representative of your financial advisor should be able to tell you when your order will be processed. It is the responsibility of your financial advisor to forward your order to the transfer agent in a timely manner.

Market Timing Policies and Procedures. Short-term and excessive trading of fund shares may present risks to a fund’s long-term shareholders, including potential dilution in the value of fund shares, interference with the efficient management of a fund’s portfolio (including losses on the sale of investments), taxable gains to remaining shareholders and increased brokerage and administrative costs. These risks may be more pronounced for funds investing in certain securities such as those that trade in foreign markets, are illiquid or do not otherwise have “readily available market quotations.” Certain investors may seek to employ short-term trading strategies aimed at exploiting variations in portfolio valuation that arise from the nature of the securities held by a fund (e.g., “time zone arbitrage”).

The funds discourage short-term and excessive trading. Each fund will take steps to detect and deter short-term and excessive trading pursuant to each fund’s policies as described in this prospectus and approved by the Board. The funds generally define short-term trading as purchase and redemption activity, including exchanges, that occurs within the time period for imposition of redemption fees. Each fund may also take trading activity that occurs over longer periods into account if the fund reasonably believes such activity is of an amount or frequency that may be harmful to long-term shareholders or disruptive to portfolio management.

Each fund’s policies include:

o		a 2% redemption fee on fund shares held for less than a specified holding period (subject to certain exceptions noted in the discussion of redemption fees);

o		each fund reserves the right to reject or cancel a purchase or exchange order for any reason when, in the opinion of the advisor, there appears to be a pattern of short-term or excessive trading activity by a shareholder or any other trading activity deemed harmful or disruptive to the fund; and

o		each fund has adopted certain fair valuation practices reasonably designed to protect the fund from “time zone arbitrage” with respect to its foreign securities holdings and other trading practices that seek to exploit variations in portfolio valuation that arise from the nature of the securities held by the fund. (See “How the funds calculate share price.”)

When a pattern of short-term or excessive trading activity or other trading activity deemed harmful or disruptive to a fund by an investor is detected, the advisor may determine to prohibit that investor from future purchases in the funds or to limit or terminate the investor’s exchange privilege. The detection of these patterns and the banning of further trading are inherently subjective and therefore involve some selectivity in their application. The advisor seeks to make such determinations in a manner consistent with the interests of the funds’ long-term shareholders.

There is no assurance that these policies and procedures will be effective in limiting short-term and excessive trading in all cases. For example, the advisor may not be able to effectively monitor, detect or limit short-term or excessive trading by underlying shareholders that occurs through omnibus accounts maintained by broker-dealers or other financial intermediaries. Depending on the amount of fund shares held in such omnibus accounts (which may represent most of a fund’s shares) short-term and/or excessive trading of fund shares could adversely affect long-term shareholders in a fund. It is important to note that shareholders that invest through omnibus accounts also may be subject to the policies and procedures of their financial intermediaries with respect to short-term and excessive trading in the fund.

Each fund’s policies and procedures may be modified or terminated at any time.

Redemption fees. Each fund imposes a redemption fee of 2% of the total redemption amount (calculated at net asset value), on all fund shares redeemed or exchanged within 30 days of buying them (either by purchase or exchange). The redemption fee is paid directly to a fund, and is designed to encourage long-term investment and to offset transaction and other costs associated with short-term or excessive trading. For purposes of determining whether the redemption fee applies, shares held the longest time will be treated as being redeemed first and shares held the shortest time will be treated as being redeemed last.

The redemption fee is applicable to fund shares purchased either directly or through a financial intermediary, such as a broker-dealer. Transactions through financial intermediaries typically are placed with the funds on an omnibus basis and include both purchase and sale transactions placed on behalf of multiple investors. These purchase and sale transactions are generally netted against one another and placed on an aggregate basis; consequently the identities of the individuals on whose behalf the transactions are placed generally are not known to the funds. For this reason, the funds have undertaken to notify financial intermediaries of their obligation to assess the redemption fee on customer accounts and to collect and remit the proceeds to the funds. However, due to operational requirements, the intermediaries’ methods for tracking and calculating the fee may be inadequate or differ in some respects from the funds’. Subject to approval by DeAM or each fund’s Board, intermediaries who transact business on an omnibus basis

may implement the redemption fees according to their own operational guidelines (which may be different than the funds’ policies) and remit the fees to the funds. In addition, certain intermediaries that do not currently have the capacity to collect redemption fees at an account level may be granted a temporary waiver from the funds’ policies until such time as they can develop and implement a system to collect the redemption fees.

The redemption fee will not be charged in connection with the following exchange or redemption transactions: (i) transactions on behalf of participants in certain research wrap programs; (ii) transactions on behalf of participants in certain group retirement plans whose processing systems are incapable of properly applying the redemption fee to underlying shareholders; (iii) transactions on behalf of any mutual fund advised by the funds’ investment advisor and its affiliates (e.g., “funds of funds”) or, in the case of a master/feeder relationship, redemptions by the feeder fund from the master portfolio; (iv) transactions following death or disability of any registered shareholder, beneficial owner or grantor of a living trust with respect to shares purchased before death or disability; (v) transactions involving hardship of any registered shareholder; (vi) systematic transactions with predefined trade dates for purchases, exchanges or redemptions, such as automatic account rebalancing, or loan origination and repayments; (vii) transactions involving shares purchased through the reinvestment of dividends or other distributions; (viii) transactions involving shares transferred from another account in the same fund or converted from another class of the same fund (e.g., shares converting from Class B to Class A) (the redemption fee period will carry over to the acquired shares); (ix) transactions initiated by a fund or administrator (e.g., redemptions for not meeting account minimums, to pay account fees funded by share redemptions, or in the event of the liquidation or merger of a fund); (x) transactions in cases when there are legal or contractual limitations or restrictions on the imposition of the redemption fee (as determined by the funds or their agents in their sole discretion); or (xi) for Scudder Massachusetts Tax-Free Fund, Scudder Short-Term Bond Fund and Scudder Intermediate Tax/AMT Free Fund only: check writing transactions in these funds.

The funds expect that the waiver for certain group retirement plans and financial intermediaries will be eliminated over time as their respective operating systems are improved. Until such time that these operating systems are improved, the funds’ investment advisor will attempt to monitor the trading activity in these accounts and will take appropriate corrective action if it appears that a pattern of short-term or excessive trading or other harmful or disruptive trading by underlying shareholders exists. The funds reserve the right to withdraw waivers, and to modify or terminate these waivers or the redemption fee at any time.

Automated phone information is available 24 hours a day. You can use your automated phone services to get information on Scudder funds generally and on accounts held directly at Scudder. If you signed up for telephone services, you can also use this service to make exchanges and sell shares.

For Class AARP shares

Call Easy-Access Line, the AARP Program Automated Information Line, at 1-800-631-4636

For Class S shares

Call SAIL™, the Scudder Automated Information Line, at 1-800-343-2890

Telephone and electronic transactions. Since many transactions may be initiated by telephone or electronically, it’s important to understand that as long as we take reasonable steps to ensure that an order to purchase or redeem shares is genuine, such as recording calls or requesting personalized security codes or other information, we are not responsible for any losses that may occur as a result. For transactions conducted over the Internet, we recommend the use of a secure Internet browser. In addition, you should verify the accuracy of your confirmation statements immediately after you receive them.

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

The Scudder Web site can be a valuable resource for shareholders with Internet access. To get up-to-date information, review balances or even place orders for exchanges, go to aarp.scudder.com (Class AARP) or myScudder.com (Class S).

QuickBuy and QuickSell let you set up a link between a Scudder account and a bank account. Once this link is in place, you can move money between the two with a phone call. You’ll need to make sure your bank has Automated Clearing House (ACH) services. Transactions take two to three days to be completed and there is a $50 minimum and a $250,000 maximum. To set up QuickBuy or QuickSell on a new account, see the account application; to add it to an existing account, call 1-800-253-2277 (Class AARP) or 1-800-SCUDDER (Class S).

Each fund accepts payment for shares only in US dollars by check, bank or Federal Funds wire transfer, or by electronic bank transfer. Please note that we cannot accept cash, traveler’s checks, starter checks, money orders, third party checks, checks drawn on foreign banks or checks issued by credit card companies or Internet based companies.

When you ask us to send or receive a wire, please note that while we don’t charge a fee to send or receive wires, it’s possible that your bank may do so. Wire transactions are generally completed within 24 hours. The funds can only send wires of $1,000 or more and accept wires of $50 or more.

We do not issue share certificates. However, if you currently have shares in certificated form, you must include the share certificates properly endorsed or accompanied by a duly executed stock power when exchanging or redeeming shares. You may not exchange or redeem shares in certificate form by telephone or via the Internet.

When you want to sell more than $100,000 worth of shares or send proceeds to a third party or to a new address, you’ll usually need to place your order in writing and include a signature guarantee. The only exception is if you want money wired to a bank account that is already on file with us; in that case, you don’t need a signature guarantee. Also, you don’t need a signature guarantee for an exchange, although we may require one in certain other circumstances.

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

If you ever have difficulty placing an order by phone or fax, you can always send us your order in writing.

A signature guarantee is simply a certification of your signature — a valuable safeguard against fraud. You can get a signature guarantee from an eligible guarantor institution, including commercial banks, savings and loans, trust companies, credit unions, member firms of a national stock exchange, or any member or participant of an approved signature guarantor program. Note that you can’t get a signature guarantee from a notary public and we must be provided with the original guarantee.

Selling shares of trust accounts and business or organization accounts may require additional documentation. Please contact your financial advisor for more information.

Money from shares you sell is normally sent out within one business day of when your order is processed (not when it is received), although it could be delayed for up to seven days. There are also two circumstances when it could be longer: when you are selling shares you bought recently by check and that check hasn’t cleared yet (maximum delay: 10 days) or when unusual circumstances prompt the SEC to allow further delays. Certain expedited redemption processes may also be delayed when you are selling recently purchased shares.

You may obtain additional information about other ways to sell your shares by contacting your financial advisor

How the funds calculate share price

To calculate net asset value per share or NAV, each share class uses the following equation:


TOTAL ASSETS — TOTAL LIABILITIES
		= NAV
TOTAL NUMBER OF SHARES OUTSTANDING

The price at which you buy and sell shares is the NAV.

Each fund charges a short-term redemption fee equal to 2.00% of the value of Class S or Class AARP shares redeemed or exchanged within 30 days of purchase. Please see “Policies about transactions — Redemption fees” for further information.

We typically value securities using information furnished by an independent pricing service or market quotations, where appropriate. However, we may use methods approved by each fund’s Board, such as a fair valuation model, which are intended to reflect fair value when pricing service information or market quotations are not readily available or when a security’s value or a meaningful portion of the value of each fund’s portfolio is believed to have been materially affected by a significant event, such as a natural disaster, an economic event like a bankruptcy filing, or a substantial fluctuation in domestic or foreign markets, that has occurred between the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market) and the close of the New York Stock Exchange. In such a case, each fund’s value for a security is likely to be different from the last quoted market price or pricing service information. In addition, due to the subjective and variable nature of fair value pricing, it is possible that the value determined for a particular asset may be materially different from the value realized upon such asset’s sale. It is expected that the greater the percentage of fund assets that is invested in non-US securities, the more extensive will be each fund’s use of fair value pricing. This is intended to reduce each fund’s exposure to “time zone arbitrage” and other harmful trading practices. (See “Market Timing Policies and Procedures.”)

Because each fund invests in securities that are traded primarily in foreign markets, the value of its holdings could change at a time when you aren’t able to buy or sell fund shares. This is because some foreign markets are open on days or at times when the funds don’t price their shares.

Other rights we reserve

You should be aware that we may do any of the following:

o		withdraw or suspend the offering of shares at any time

o		withhold a portion of your distributions as federal income tax if we have been notified by the IRS that you are subject to backup withholding or if you fail to provide us with a correct taxpayer ID number or certification that you are exempt from backup withholding

o		reject a new account application if you don’t provide any required or requested identifying information, or for other reasons

o		refuse, cancel or rescind any purchase or exchange order; freeze any account (meaning you will not be able to purchase fund shares in your account); suspend account services; and/or involuntarily redeem your account if we think that the account is being used for fraudulent or illegal purposes; one or more of these actions will be taken when, at our sole discretion, they are deemed to be in the fund’s best interest or when the fund is requested or compelled to do so by governmental authority or by applicable law

o		close and liquidate your account if we are unable to verify your identity, or for other reasons; if we decide to close your account, your fund shares will be redeemed at the net asset value per share next calculated after we determine to close your account (less any applicable redemption fees); you may be subject to gain or loss on the redemption of your fund shares and you may incur tax liability

o		close your account and send you the proceeds if your balance falls below $1,000 for Class AARP shareholders ($500 with an Automatic Investment Plan funded with $50 or more per month in subsequent investments), $2,500 for Class S shareholders ($1,000 with an Automatic Investment Plan funded with $50 or more per month in subsequent investments) or $250 for Class S retirement accounts; we will give you 60 days’ notice (90 days for retirement accounts) so you can either increase your balance or close your account (these policies don’t apply to investors with $100,000 or more in Scudder fund shares or, in any case where a fall in share price created the low balance)

o		pay you for shares you sell by “redeeming in kind,” that is, by giving you marketable securities (which typically will involve brokerage costs for you to liquidate) rather than cash; the fund generally won’t make a redemption in kind unless your requests over a 90-day period total more than $250,000 or 1% of the value of a fund’s net assets, whichever is less

o		reject a new account application if you don’t provide a correct Social Security or other tax ID number; if the account has already been opened, we may give you 30 days’ notice to provide the correct number

o		change, add or withdraw various services, fees and account policies (for example, we may change or terminate the exchange privilege or adjust a fund’s investment minimum at any time)

suspend or postpone redemptions during periods when the New York Stock Exchange is closed (other than customary closings), trading is restricted or when an emergency exists that prevents a fund from disposing of its portfolio securities or pricing its shares

Understanding Distributions and Taxes

By law, a mutual fund is required to pass through to its shareholders virtually all of its net earnings. A fund can earn money in two ways: by receiving interest, dividends or other income from securities it holds and by selling securities for more than it paid for them. (A fund’s earnings are separate from any gains or losses stemming from your own purchase and sale of shares.) A fund may not always pay a distribution for a given period.

Each fund intends to pay dividends and distributions to their shareholders in November or December, and if necessary may do so at other times as well.

For federal income tax purposes, income and capital gains distributions are generally taxable. Dividends and distributions received by retirement plans qualifying for tax-exempt treatment under federal income tax laws will not be taxable. Similarly, there will be no tax consequences when a qualified retirement plan buys or sells fund shares.

You can choose how to receive your dividends and distributions. You can have them all automatically reinvested in fund shares (at NAV), all deposited directly to your bank account or all sent to you by check, have one type reinvested and the other sent to you by check or have them invested in a different fund. Tell us your preference on your application. If you don’t indicate a preference, your dividends and distributions will all be reinvested. Distributions are taxable whether you received them in cash or reinvested them in additional shares. For retirement plans, reinvestment is the only option.

Buying and selling fund shares will usually have tax consequences for you (except in an IRA or other tax-advantaged account). Your sales of shares may result in a capital gain or loss for you; whether long-term or short-term depends on how long you owned the shares. For federal income tax purposes, an exchange is treated the same as a sale.

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

Because each shareholder’s tax situation is unique, ask your tax professional about the tax consequences of your investments, including any state and local tax consequences.

The tax status of a fund’s earnings you receive and your own fund transactions, generally depends on their type:


Generally taxed at long-term capital gain rates:		Generally taxed at ordinary income rates:

Distributions from the fund

o	gains from the sale of securities held by the fund for more than one year	o	gains from the sale of securities held by the fund for one year or less

o	qualified dividend income	o	all other taxable income

Transactions involving fund shares

o	gains from selling fund shares held for more than one year	o	gains from selling fund shares held for one year or less

Any investments in foreign securities may be subject to foreign withholding or other taxes. In that case, a fund’s yield on those securities would be decreased. A fund may elect to pass through to its shareholders a credit or deduction for foreign taxes it has paid if more than 50% of the fund’s total assets are stock or securities of foreign corporations and the fund meets its distribution requirements for that year. In addition, any investments in foreign securities or foreign currencies may increase or accelerate a fund’s recognition of ordinary income and may affect the timing or amount of each fund’s distributions.

For taxable years beginning on or before December 31, 2008, distributions of investment income designated by each fund as derived from qualified dividend income are eligible for taxation in the hands of individuals at long-term capital gain rates. Qualified dividend income generally includes dividends from domestic and some foreign corporations. It does not include income from investments in fixed-income securities. In addition, each fund must meet holding period and other requirements with respect to the dividend paying stocks in its portfolio and the shareholder must meet holding period and other requirements with respect to each fund’s shares for the lower rates to apply.

For taxable years beginning on or before December 31, 2008, the maximum federal long-term capital gain rate applicable to individuals has been reduced to 15%. For more information, see the Statement of Additional Information, under “Taxes.”

A fund’s investments in certain debt obligations may cause the fund to recognize taxable income in excess of the cash generated by such obligations. Thus, the fund could be required at times to liquidate other investments in order to satisfy its distribution requirements.

Your fund will send you detailed tax information every January. These statements tell you the amount and the tax category of any dividends or distributions you received. They also have certain details on your purchases and sales of shares. The tax status of dividends and distributions is the same whether you reinvest them or not. Dividends or distributions declared in the last quarter of a given year are taxed in that year, even though you may not receive the money until the following January.

If you invest right before a fund pays a dividend, you’ll be getting some of your investment back as a taxable dividend. You can avoid this, if you want, by investing after the fund declares the dividend. In tax-advantaged retirement accounts you don’t need to worry about this.

Corporations may be able to take a dividends-received deduction for a portion of income dividends they receive from the funds.

Notes

To Get More Information

Shareholder reports — These include commentary from each fund’s management team about recent market conditions and the effects of a fund’s strategies on its performance. For each fund, they also have detailed performance figures, a list of everything the fund owns, and the fund’s financial statements. Shareholders get these reports automatically.

Statement of Additional Information (SAI) — This tells you more about each fund’s features and policies, including additional risk information. The SAI is incorporated by reference into this document (meaning that it’s legally part of this prospectus).

For a free copy of any of these documents or to request other information about each fund, call 1-800-253-2277 (Class AARP) or 1-800-SCUDDER (Class S), or contact Scudder Investments at the address listed below. These documents and other information about each fund are available from the EDGAR Database on the SEC’s Internet site at www.sec.gov. If you like, you may obtain copies of this information, after paying a copying fee, by e-mailing a request to publicinfo@sec.gov or by writing the SEC at the address listed below. You can also review and copy these documents and other information about each fund, including each fund’s SAI, at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-202-942-8090.


AARP Investment Program from	Scudder
Scudder Investments	Investments
(Class AARP)	(Class S)	SEC

PO Box 219735	PO Box 219669	Public Reference Section
Kansas City, MO	Kansas City, MO	Washington, D.C. 20549-0102
64121-9735	64121-9669	www.sec.gov
aarp.scudder.com	myScudder.com	1-202-942-8090
1-800-253-2277	1-800-SCUDDER

Distributor
Scudder Distributors, Inc.
222 South Riverside Plaza
Chicago, IL 60606-5808


SCUDDER
INVESTMENTS		SEC File Numbers:

		Scudder Emerging Markets Fund 811-642

A Member of		Scudder Global Discovery Fund 811-4670
Deutsche Asset Management [LOGO]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM N-CSRS

Investment Company Act file number 811-642

SCUDDER INTERNATIONAL FUND, INC.

(Exact Name of Registrant as Specified in Charter)

345 Park Avenue, New York, NY 10154

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, including Area Code: (212) 454-7190

Paul Schubert
345 Park Avenue
New York, NY 10154

(Name and Address of Agent for Service)


Date of fiscal year end:		10/31

Date of reporting period:		04/30/2005

ITEM 1. REPORT TO STOCKHOLDERS

Scudder Emerging Markets Fund

Formerly Scudder Emerging Markets Growth Fund

Semiannual Report to Shareholders

April 30, 2005

Contents

Click Here Performance Summary

Click Here Information About Your Fund’s Expenses

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 Account Management Resources

Click Here Privacy Statement

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. We advise you to consider the fund’s objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other important information about the fund. Please read the prospectus carefully before you invest.

Investments in mutual funds involve risk. Some funds have more risk than others. This fund is subject to stock market risk. Investing in securities of emerging markets presents certain unique risks not associated with domestic investments, such as currency fluctuation, political and economic changes and market risks. This fund also may focus its investments in certain geographical regions, thereby increasing its vulnerability to developments in that region. All of these factors may result in greater share price volatility. Please read this fund’s prospectus for specific details regarding its investments and risk profile.

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.

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 April 30, 2005

Classes A, B and C

All performance shown is historical, assumes reinvestment of all dividends and capital gain distributions, and does not guarantee future results. Investment return and principal value fluctuate with changing market conditions so that, when redeemed, shares may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. Please visit scudder.com for the Fund’s most recent month-end performance.

The maximum sales charge for Class A shares is 5.75%. For Class B shares, the maximum contingent deferred sales charge (CDSC) is 4% within the first year after purchase, declining to 0% after six years. Class C shares have no adjustment for front-end sales charges but redemptions within one year of purchase may be subject to a CDSC of 1%. Unadjusted returns do not reflect sales charges and would have been lower if they had.

To discourage short-term trading, shareholders redeeming shares held less than 30 days will have a lower total return due to the effect of the 2% short-term redemption fee.

Returns and rankings during all periods shown reflect a fee waiver and/or expense reimbursement. Without this waiver/reimbursement, returns and rankings would have been lower.

Performance figures do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns and rankings may differ by share class.

Returns shown for Class A, B and C shares prior to their inception on May 29, 2001 are derived from the historical performance of Class S shares of the Scudder Emerging Markets Fund during such periods and have been adjusted to reflect the higher gross total annual operating expenses of each specific class. Any difference in expenses will affect performance. Class S shares are no longer available to new investors except under certain circumstances. (Please refer to the Fund’s Statement of Additional Information.)

Average Annual Total Returns (Unadjusted for Sales Charge) as of 4/30/05


Scudder Emerging Markets Fund	6-Month^*		1-Year	3-Year	5-Year	Life of Fund^*
Class A		11.49%	19.04%	17.19%	5.17%	4.19%
Class B		11.05%	18.12%	16.30%	4.31%	3.35%
Class C		11.03%	18.09%	16.30%	4.35%	3.39%
MSCI Emerging Markets Index⁺		13.63%	24.04%	17.86%	6.05%	3.14%

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

^* The Fund commenced operations on May 8, 1996. Index returns begin May 31, 1996.

^* Total returns shown for periods less than one year are not annualized.

Growth of an Assumed $10,000 Investment (Adjusted for Maximum Sales Charge)


[] Scudder Emerging Markets Fund — Class A

[] MSCI Emerging Markets Index⁺		[GIF TO COME]
Yearly periods ended April 30

The Fund’s growth of an assumed $10,000 investment is adjusted for the maximum sales charge of 5.75%. This results in a net initial investment of $9,425.

Comparative Results (Adjusted for Maximum Sales Charge) as of 4/30/05


Scudder Emerging Markets Fund			1-Year			3-Year			5-Year			Life of Fund^*
Class A	Growth of $10,000	$	11,220		$	15,171		$	12,125		$	13,629
	Average annual total
	return		12.20	%		14.90	%		3.93	%		3.51	%
Class B	Growth of $10,000	$	11,512		$	15,532		$	12,250		$	13,444
	Average annual total
	return		15.12	%		15.81	%		4.14	%		3.35	%
Class C	Growth of $10,000	$	11,809		$	15,730		$	12,375		$	13,485
	Average annual total
	return		18.09	%		16.30	%		4.35	%		3.39	%
MSCI Emerging Markets Index +	Growth of $10,000	$	12,404		$	16,372		$	13,414		$	13,171
	Average annual total
	return		24.04	%		17.86	%		6.05	%		3.14	%

The growth of $10,000 is cumulative.


^*		The Fund commenced operations on May 8, 1996. Index returns begin May 31, 1996.

⁺		MSCI Emerging Markets Index is an unmanaged capitalization-weighted index of companies in a universe of 26 emerging markets. The index is calculated using closing local market prices and converts to US dollars using the London close foreign exchange rates. 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.

Net Asset Value and Distribution Information


		Class A		Class B		Class C
Net Asset Value:

4/30/05	$	17.32	$	16.88	$	16.91
10/31/04	$	15.61	$	15.20	$	15.23
Distribution Information:

Six Months:

Income Dividends as of 4/30/05		$ .08		$ —		$ —

Class A Lipper Rankings — Emerging Markets Funds Category as of 4/30/05


Period	Rank		Number of Funds Tracked	Percentile Ranking
1—Year	128	of	182	70
3—Year	58	of	156	37

Source: Lipper Inc. Rankings are historical and do not guarantee future results. Rankings are based on total return unadjusted for sales charges with distributions reinvested. If sales charges had been included, rankings might have been less favorable. Rankings are for Class A shares; other share classes may vary.

Class AARP and Class S

Class AARP has been created especially for members of AARP. Class S shares are no longer available to new investors except under certain circumstances. (Please refer to the Fund’s Statement of Additional Information.)

All performance shown is historical, assumes reinvestment of all dividends and capital gain distributions, and does not guarantee future results. Investment return and principal value fluctuate with changing market conditions so that, when redeemed, shares may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. Please visit aarp.scudder.com (Class AARP) or myScudder.com (Class S) for the Fund’s most recent month-end performance.

For the period from November 1, 2004 to January 31, 2005, shareholders redeeming shares held less than one year had a lower total return due to the effect of the 2% redemption fee. To discourage short-term trading, effective February 1, 2005, shareholders redeeming shares held less than 30 days will have a lower total return due to the effect of the 2% short-term redemption fee.

Returns and rankings during all periods shown reflect a fee waiver and/or expense reimbursement. Without this waiver/reimbursement, returns and rankings would have been lower.

Performance figures do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns and rankings may differ by share class.

Returns shown for Class AARP shares prior to its inception on October 2, 2000 are derived from the historical performance of Class S shares of the Scudder Emerging Markets Fund during such periods and have assumed the same expense structure during such periods. Any difference in expenses will affect performance.

Average Annual Total Returns as of 4/30/05

Scudder Emerging Markets Fund

6-Month^*

1-Year

3-Year

5-Year

Life of Fund^*

Class S

11.57%

19.31%

17.56%

5.45%

4.48

Class AARP

11.56%

19.05%

17.55%

5.46%

4.48

MSCI Emerging Markets Index⁺

13.63%

24.04%

17.86%

6.05%

3.14

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


		^* The Fund commenced operations on May 8, 1996. Index returns begin May 31, 1996.

		^* Total returns shown for periods less than one year are not annualized.

Net Asset Value and Distribution Information


	Class AARP	Class S
Net Asset Value:

4/30/05	$17.42	$17.41
10/31/04	$15.73	$15.71
Distribution Information:

Six Months:

Income Dividends as of 4/30/05	$ .13	$ .13


Class S Lipper Rankings — Emerging Markets Funds Category as of 4/30/05


Period	Rank		Number of Funds Tracked	Percentile Ranking
1-Year	124	of	182	68
3-Year	48	of	156	31
5-Year	63	of	113	56

Source: Lipper Inc. Rankings are historical and do not guarantee future results. Rankings are based on total return with distributions reinvested. Rankings are for Class S shares; other share classes may vary.


Growth of an Assumed $10,000 Investment
[] Scudder Emerging Markets Fund — Class S

[] MSCI Emerging Markets Index⁺
Yearly periods ended April 30		[GIF TO COME]

Comparative Results as of 4/30/05


Scudder Emerging Markets Fund		1-Year		3-Year		5-Year		Life of Fund^*
Class S	Growth of $10,000	$11,931		$16,248		$13,037		$14,816
	Average annual total
	return	19.31	%	17.56	%	5.45	%	4.48	%
Class AARP	Growth of $10,000	$11,905		$16,242		$13,044		$14,824
	Average annual total
	return	19.05	%	17.55	%	5.46	%	4.48	%
MSCI Emerging Markets Index⁺	Growth of $10,000	$12,404		$16,372		$13,414		$13,171
	Average annual total
	return	24.04	%	17.86	%	6.05	%	3.14	%

The growth of $10,000 is cumulative.


		^* The Fund commenced operations on May 8, 1996. Index returns begin May 31, 1996.

		⁺ MSCI Emerging Markets Index is an unmanaged capitalization-weighted index of companies in a universe of 26 emerging markets. The index is calculated using closing local market prices and converts to US dollars using the London close foreign exchange rates. 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.

Information About Your Fund’s Expenses

[IMAGE TO COME] As an investor of the Fund, you incur two types of costs: ongoing expenses and transaction costs. Ongoing expenses include management fees, distribution and service (12b-1) fees and other Fund expenses. Examples of transaction costs include sales charges (loads), redemption fees and account maintenance fees, which are not shown in this section. The following tables are intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to help you compare these expenses with the ongoing expenses of investing in other mutual funds. In the most recent six-month period, the Fund limited these expenses; had it not done so, expenses would have been higher. The tables are based on an investment of $1,000 made at the beginning of the six-month period ended April 30, 2005.

The tables illustrate your Fund’s expenses in two ways:

Actual Fund Return. This helps you estimate the actual dollar amount of ongoing expenses (but not transaction costs) paid on a $1,000 investment in the Fund using the Fund’s actual return during the period. To estimate the expenses you paid over the period, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the “Expenses Paid per $1,000” line under the share class you hold.

Hypothetical 5% Fund Return. This helps you to compare your Fund’s ongoing expenses (but not transaction costs) with those of other mutual funds using the Fund’s actual expense ratio and a hypothetical rate of return of 5% per year before expenses. Examples using a 5% hypothetical fund return may be found in the shareholder reports of other mutual funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.

Please note that the expenses shown in these tables are meant to highlight your ongoing expenses only and do not reflect any transaction costs. The “Expenses Paid per $1,000” line of the tables is useful in comparing ongoing expenses only and will not help you determine the relative total expense of owning different funds. If these transaction costs had been included, your costs would have been higher.

Expenses and Value of a $1,000 Investment for the six months ended April 30, 2005


Actual Fund Return	Class A	Class B	Class C	Class AARP	Class S
Beginning Account Value 11/1/04	$1,000.00	$1,000.00	$1,000.00	$1,000.00	$1,000.00
Ending Account Value 4/30/05	$1,114.90	$1,110.50	$1,110.30	$1,115.60	$1,115.70
Expenses Paid per $1,000*	$ 10.33	$ 14.39	$ 14.39	$ 9.23	$ 9.23


Hypothetical 5% Fund Return	Class A	Class B	Class C	Class AARP	Class S
Beginning Account Value 11/1/04	$1,000.00	$1,000.00	$1,000.00	$1,000.00	$1,000.00
Ending Account Value 4/30/05	$1,015.03	$1,011.16	$1,011.16	$1,016.07	$1,016.07
Expenses Paid per $1,000*	$ 9.84	$ 13.71	$ 13.71	$ 8.80	$ 8.80


*		Expenses are equal to the Fund’s annualized expense ratio for each share class, multiplied by the average account value over the period, multiplied by the number of days in the most recent six-month period, then divided by 365.


Annualized Expense Ratios	Class A	Class B	Class C	Class AARP	Class S
Scudder Emerging Markets Fund	1.97%	2.75%	2.75%	1.76%	1.76%

For more information, please refer to the Fund’s prospectuses.

Portfolio Management Review

[IMAGE TO COME] In the following interview, Lead Portfolio Manager Oliver Kratz discusses Scudder Emerging Markets Fund’s strategy and the market environment during the six-month period ended April 30, 2005.

Q: How did emerging markets stocks perform during the semiannual period?

A: Emerging-markets equities delivered strong performance during the reporting period, continuing an uptrend that has been in place since the autumn of 2002. The causes for this multiyear rally have been twofold. First, the underlying fundamentals of the asset class continue to improve. Persistent strength in global growth has been a distinct positive for the emerging-markets economies, as have the sharp increases in the prices of oil and other commodities. The combination of improved growth and increased revenues from commodities, in turn, has helped bring more money into the coffers of the developing countries and in the process facilitated both debt reduction and market-friendly reforms. Second, the market has been helped by the inexpensive credit provided by central banks in the United States and elsewhere in the world. During times when “liquidity” is high — in other words, when interest rates are low and investors have cash on hand that needs to be put to work — emerging-markets stocks tend to do well. This has been the case not just for the past six months, but since the rally began in 2002.

Despite this favorable backdrop, emerging-markets stocks weakened late in the period due to a litany of concerns that began to weigh on the market. These included the possibility of interest rates rising at a faster-than-expected pace in the United States, worries about rising inflation and investors’ renewed focus on risk. These factors caused the MSCI Emerging Markets Index (the fund’s benchmark) to lose 6.79% and 3.04% in March and April, respectively.

Despite closing on a down note, the index nonetheless finished the period with a return of 13.63%. Consistent with the trend that has been in place since the 2002 low, the index outperformed the broader MSCI World Index (an unmanaged, capitalization-weighted measure of global stock markets, including the US, Canada, Europe, Australia and the Far East), which returned 5.14%. Latin America was the top performer on a regional basis, followed by Asia and the Europe/Africa/Middle East region, respectively.

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

A: The total return of the fund’s Class A shares for the six-month period ended April 30, 2005 was 11.49% (Returns are unadjusted for sales charges. If sales charges had been included, returns would have been lower. Past performance is no guarantee of future results. Please see pages 3 through 7 for the performance of other share classes and for more complete performance information.) Despite its strong absolute return, the fund trailed the 13.63% return of the benchmark and the 12.45% average return of the 182 funds in its Lipper peer group, Emerging Markets Funds. ¹

¹ The Lipper Emerging Market Funds category consists of funds that seek long-term capital appreciation by investing at least 65% of total assets in emerging-market equity securities, where “emerging market” is defined by a country’s GNP per capita or other economic measures. It is not possible to invest directly in an index or a Lipper category.

Q: What factors helped performance results during the period?

A: We generated the best performance through stock selection in the financial sector, where the fund’s holdings outperformed the stocks in the benchmark by a substantial margin. The top contributor was the fund’s position in BanColombia SA (ADR) (Preferred), which, as Colombia’s leading financial services company, has been positioned to benefit from the country’s economic recovery. (As of April 30, 2005, the position in BanColombia was sold.) We also generated outperformance through our holdings in Banco Bradesco SA (ADR) (Brazil), Brazil’s largest privately owned bank, which rose as US-based Citigroup confirmed that it is considering expanding into the Brazilian market by means of acquisition.

Our stock selection within the information technology sector also was helpful. Top performers included the Asian tech stock Seoul Semiconductor Co. Ltd., (Korea), which rose when analysts forecasted a surge in orders as manufacturers embrace its technology. The company reported a 19% increase in earnings in 2004 and is expected to increase its global market share significantly over the next two years. AU Optronics Corp. (ADR) (Taiwan), the world’s third-largest maker of flat panel displays, also rose despite posting a second straight quarterly loss. Management forecasts stable prices and increased shipments for the remainder of the year as more attractive flat panel prices prompt consumers to replace older glass-tube sets. Overall, we have increased the fund’s weighting in technology stocks. The tech sector performed poorly in 2004, and we believe the current valuations of many companies reflect an overly pessimistic outlook. ² This means that the market is expecting technology spending to weaken, but if spending doesn’t weaken as expected, there could be some meaningful upside in the group.

² “Valuation” refers to the price investors pay for a given security. An asset can be undervalued, meaning that it trades for less than its true worth, or overvalued, which means that it trades at a more expensive price than its underlying worth.

In the telecommunications sector, we added value through a position in China Mobile (Hong Kong) Ltd. (ADR), the world’s largest cell phone company by users. The company reported a 20% rise in first quarter net income and added 9.6 million new subscribers, bringing its total base to 214 million. Chief Executive Wang Jianzhou has been buying networks in poorer provinces and is seeking growth in China’s rural areas. In addition, profit margins widened as the company spent less on handset subsidies, signed up a greater proportion of prepaid customers and saw increased demand for mobile data services.

Q: What decisions contributed to underperformance?

A: On the negative side, the fund’s return was hurt by the underperformance of our stock picks in the energy and basic materials sectors. Together, these account for over a quarter of the benchmark, and both outperformed the broader market during the period on the strength of rising commodities prices. In the energy sector, the primary detractors to performance were the Russian oil stocks OAO Gazprom (ADR) and Surgutneftegaz (ADR), both of which lost ground. Fortunately, our decision to sell the fund’s position in the Russian oil giant YUKOS (ADR) in 2004 allowed us to avoid a decline of over 80% in the stock during the six-month period. Despite the underperformance of these holdings, we feel that Russia’s combination of attractive valuations, robust macroeconomic fundamentals and diminishing political risk continues to justify an overweight exposure to the market. ³

³ An “overweight” is a weighting in a stock, industry or country that is greater than the weighting in the benchmark; “underweight” is a weighting less than the weight in the benchmark.

In the materials sector, Companhia Vale do Rio Doce ADR (Preferred) (Brazil), the world’s largest iron ore producer, fell on concerns that it may be forced to sell some of its Brazilian mines as regulators consider whether the company’s dominant position allows it to control supply and therefore dictate prices. However, Chief Executive Roger Agnelli believes that the market has simply adjusted to higher prices, and he expects a similar environment through 2007 as steelmaker demand for iron ore outstrips supply. Positions in Companhia Minas de Buenaventura SA (ADR) (Peru) and Gold Fields Ltd. (ADR) (South Africa) also detracted from fund returns.

People’s Food Holdings Ltd., China’s largest meat processor, fell after its 2004 earnings fell short of analysts’ expectations. Competition from its domestic peers intensified in the fourth quarter, resulting in sharp profit margin declines. However, a shift in the firm’s customer credit policy significantly boosted cash flow, and management noted in its analyst briefing that profitability has since normalized. We continue to hold the stock in the portfolio.

Q: What is your overall view of the asset class?

A: Emerging-markets stocks have provided excellent returns during the past two years, so it is not unreasonable to expect that performance will cool in the months ahead. This is particularly true if the US Federal Reserve raises interest rates to a level higher than that which the market is expecting. Having said this, we believe the long-term outlook for the asset class remains strong. The finances of emerging-markets countries are becoming increasingly healthy and we continue to see improvements in corporate governance and a growing emphasis on shareholder rights. Additionally, the asset class provides a wealth of opportunity to invest in fast-growing companies with valuations that are attractive relative to their global peers. The emerging markets are also home to a large number of stocks with substantial dividends, and we have been looking for opportunities in this area in recent months. For instance, we added to the fund’s position in Mega Financial Holding Co., Ltd., Taiwan’s second-largest financial company by assets. Its share price has declined recently due to a slowing economy, but we believe its 8% dividend yield provides shareholders with a nice cushion in the event of further declines in the stock.

With this as a backdrop, the market downturn in the latter half of the period was a welcome opportunity to re-stock on some of those investment ideas whose fate is not a function of the global interest rate outlook. There are many ideas that fit this description. In addition, we believe the changes being observed in the emerging markets, particularly in Asia, are too monumental to be derailed by interest rate policy in the United States. We have chosen to focus on the real, fundamental developments taking place in the emerging markets and we are selecting the fund’s investments accordingly.

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 April 30, 2005


Geographical Diversification (Excludes Securities Lending Collateral and Cash Equivalents)	4/30/05	10/31/04
Pacific Basin	54%	50%
Europe	11%	16%
Latin America	18%	20%
Africa	7%	4%
Other	10%	10%
	100%	100%


Sector Diversification (As a % of Common Stocks)	4/30/05	10/31/04
Information Technology	18%	20%
Financials	16%	16%
Telecommunication Services	16%	9%
Materials	14%	19%
Energy	11%	11%
Consumer Discretionary	9%	11%
Industrials	8%	5%
Consumer Staples	3%	5%
Other	3%	1%
Health Care	2%	3%
	100%	100%

Geographical and sector diversification are subject to change.


Ten Largest Equity Holdings at April 30, 2005 (23.3% of Net Assets)
1. Samsung Electronics Co., Ltd.	Korea	5.6%

Manufacturer of electronic parts
2. Petroleo Brasileiro SA	Brazil	3.0%

Provider and distributor of petroleum
3. America Movil SA de CV “L”	Mexico	2.4%

Provider of wireless communications services
4. China Mobile (Hong Kong) Ltd.	Hong Kong	2.2%

Provider of cellular telecommunication services
5. LG Electronics, Inc.	Korea	2.1%

Manufacturer of telecommunication equipment
6. Reliance Industries Ltd.	India	2.0%

Manufacturer of petrochemicals, synthetic fibers and textiles
7. China Petroleum & Chemical Corp. “H”	China	1.5%

Explorer and producer of crude oil and natural gas
8. AFK Sistema	Russia	1.5%

Manages businesses in service-based industries
9. Companhia Vale do Rio Doce “A”	Brazil	1.5%

Operator of diverse mining and industrial complex
10. LUKOIL	Russia	1.5%

Extractor, transporter, refiner and provider of oil and gas

Portfolio holdings are subject to change.

For more complete details about the Fund’s investment portfolio, see page 18. A quarterly Fact Sheet is available upon request. Information concerning portfolio holdings of the Fund as of month end will be posted to scudder.com on the 15th of the following month. Please see the Account Management Resources section for contact information.

Following the Fund’s fiscal first and third quarter-end, a complete portfolio holdings listing is filed with

Investment Portfolio as of April 30, 2005 (Unaudited)


	Shares		Value ($)
Common Stocks 94.7%
Austria 1.1%
Boehler-Uddeholm AG		100		12,919
Boehler-Uddeholm AG		4,900		631,187
Wienerberger AG (c)		38,200		1,615,505
(Cost $1,553,234)				2,259,611
Brazil 8.9%
All America Latina Logistica (Preferred)*		18,300		528,409
Banco Bradesco SA (ADR) (Preferred) (c)		80,500		2,487,450
Companhia Vale do Rio Doce “A” (ADR) (Preferred)		127,000		2,946,400
Gol-Linhas Aereas Inteligentes SA (ADR)*		13,500		382,995
Petroleo Brasileiro SA (ADR) (c)		139,700		5,857,621
Porto Seguro SA		172,700		1,526,536
Tele Centro Oeste Celular Participacoes SA (ADR) (Preferred)		94,368		989,920
Tele Norte Leste Participacoes SA (ADR) (Preferred) (c)		125,100		1,851,480
Votorantim Celulose e Papel SA (ADR)		91,050		1,000,640
(Cost $16,864,518)				17,571,451
Canada 0.3%
Crystallex International Corp.* (Cost $628,713)		161,100		596,070
China 4.6%
China Oilfield Services Ltd. “H”		2,939,100		994,223
China Petroleum & Chemical Corp. “H”		7,740,000		3,056,749
China Resources Power Holdings Co. Ltd.		2,028,000		1,122,689
China Southern Airlines Co., Ltd. “H”*		1,789,100		605,899
Foxconn International Holdings Ltd.*		274,100		165,009
People’s Food Holdings Ltd.		1,647,700		1,090,853
PetroChina Co., Ltd. “H”		1,452,000		862,133
Shanghai Electric Group Co., Ltd. “H”*		5,672,000		1,222,414
(Cost $9,322,965)				9,119,969
Hong Kong 4.4%
China Mobile (Hong Kong) Ltd. (ADR)*		241,300		4,295,140
Fountain Set (Holdings) Ltd.		1,030,100		616,678
Global Bio-chem Technology Group Co., Ltd.		1,417,500		930,926
Shangri-La Asia Ltd.		1,406,000		2,147,469
Skyworth Digital Holdings Ltd.		4,559,700		678,527
TCL International Holdings Ltd.		488,000		101,859
(Cost $8,767,505)				8,770,599


	Shares		Value ($)
Hungary 0.5%
OTP Bank Rt (Cost $590,949)		33,200		1,020,925
India 7.9%
Bharti Tele-Ventures Ltd.*		109,900		522,692
Colgate-Palmolive Ltd.		87,500		404,227
Dr. Reddy’s Laboratories Ltd.		54,000		791,328
Hotel Leelaventure Ltd.		137,900		553,956
Housing Development Finance Corp., Ltd.		134,300		2,257,910
Infosys Technologies Ltd.		20,700		902,189
LIC Housing Finance Ltd.		36,300		208,135
Ranbaxy Laboratories Ltd.		66,100		1,386,789
Reliance Industries Ltd.		318,800		3,867,612
Satyam Computer Services Ltd.		172,500		1,586,126
Sintex Industries Ltd.		97,807		1,116,965
Tata Consultancy Services Ltd.		700		18,203
Tata Motors Ltd.*		210,400		1,993,977
(Cost $15,338,919)				15,610,109
Indonesia 2.7%
PT Bank Mandiri		5,263,000		882,168
PT Indosat Tbk (ADR)		23,800		536,214
PT Telekomunikasi Indonesia (ADR)		156,600		2,821,932
PT Telekomunikasi Indonesia “B”		2,561,000		1,146,131
(Cost $5,426,904)				5,386,445
Israel 1.9%
Alvarion Ltd.*		51,500		449,595
Check Point Software Technologies Ltd.*		40,800		854,760
Teva Pharmaceutical Industries Ltd. (ADR)		76,900		2,402,356
(Cost $3,807,150)				3,706,711
Korea 18.4%
Daewoo Shipbuilding & Marine Engineering Co., Ltd.		26,500		481,791
Dongbu Insurance Co., Ltd.		64,200		514,823
Hana Bank		53,750		1,357,983
Hyundai Mobis		32,200		2,109,051
Hyundai Motor Co., Ltd.		32,060		1,749,113
Insun ENT Co., Ltd.		46,800		843,669
INTOPS Co., Ltd.		37,700		807,821
Kookmin Bank (ADR) (c)		66,000		2,821,500
LG Card Co., Ltd.*		14,000		392,954
LG Chemical Ltd.		17,100		651,751
LG Electronics, Inc.		60,490		4,064,207
Mtekvision Co., Ltd.*		13,500		333,087
NEPES Corp.*		452		4,597
POSCO		9,230		1,672,550
S-Oil Corp.		16,400		1,141,285
Samsung Electronics Co., Ltd.		24,280		11,139,569


	Shares		Value ($)
Samsung Securities Co., Ltd.		22,830		547,764
Seoul Semiconductor Co., Ltd.		22,656		552,853
SFA Engineering Corp.		20,560		482,204
Shinhan Financial Group Co., Ltd.		54,700		1,418,994
SK Telecom Co., Ltd.		13,130		2,157,815
SK Telecom Co., Ltd. (ADR)		30,500		593,530
SODIFF Advanced Materials Co., Ltd.		30,700		517,458
(Cost $33,929,258)				36,356,369
Malaysia 2.1%
Maxis Communications Bhd.		437,200		1,111,676
Resorts World Bhd.		675,100		1,701,195
SP Setia Bhd.		1,185,700		1,250,388
(Cost $4,159,597)				4,063,259
Mexico 5.4%
America Movil SA de CV “L” (ADR)*		95,600		4,746,540
Cemex SA de CV (ADR)		44,300		1,594,800
Fomento Economico Mexicano SA de CV (ADR)		24,200		1,235,410
Grupo Televisa SA (ADR)		36,000		2,022,480
Qualita Compania de Seguros		936,600		457,469
Telefonos de Mexico SA de CV “L” (ADR)		20,500		694,950
(Cost $10,879,636)				10,751,649
Peru 1.3%
Compania de Minas Buenaventura SA (ADR) (Cost $2,679,530)		120,300		2,568,405
Philippines 0.8%
Philippine Long Distance Telephone Co. (ADR)*		40,400		1,041,108
SM Investments Corp.*		114,250		527,081
(Cost $1,526,881)				1,568,189
Poland 0.4%
TVN SA* (Cost $699,807)		67,960		808,221
Russia 5.5%
AFK Sistema (GDR), 144A*		193,700		3,002,350
AO VimpelCom (ADR)*		28,800		942,336
LUKOIL (ADR)		21,500		2,913,250
OAO Gazprom “S” (ADR)		9,700		327,375
OAO Gazprom “S” (ADR)*		76,500		2,582,110
Surgutneftegaz (ADR)		31,900		1,114,905
(Cost $10,484,049)				10,882,326
Singapore 0.2%
Petra Foods Ltd. (Cost $222,911)		407,600		299,355
South Africa 6.4%
Gold Fields Ltd. (ADR)*		60,100		597,995
Gold Fields Ltd.		90,100		902,108
Impala Platinum Holdings Ltd.		17,900		1,485,683
MTN Group Ltd.		377,700		2,677,818
Naspers Ltd. “N”		121,800		1,472,144
Sasol Ltd.		42,500		994,945


	Shares		Value ($)
Standard Bank Group Ltd.		249,700		2,503,055
Steinhoff International Holdings Ltd.		901,300		1,911,974
(Cost $12,341,095)				12,545,722
Taiwan 12.9%
AU Optronics Corp. (ADR) (c)		113,100		1,834,482
Bank of Kaohsiung		3,791,000		2,601,217
Cathay Financial Holding Co., Ltd.		539,000		980,175
Formosa Chemicals & Fibre Corp.		911,000		1,864,483
Formosa Plastics Corp.		610,000		1,051,030
Hon Hai Precision Industry Co., Ltd.		440,989		2,109,476
Mega Financial Holding Co., Ltd.		4,120,040		2,592,596
Quanta Computer, Inc.		831,080		1,394,331
Siliconware Precision Industries Co.		1,993,000		1,746,557
Taiwan Semiconductor Manufacturing Co., Ltd.		1,080,282		1,805,417
Taiwan Semiconductor Manufacturing Co., Ltd. (ADR)		233,200		2,007,852
United Microelectronics Corp.		677,000		402,065
United Microelectronics Corp. (ADR)		225,600		733,200
XAC Automation Corp.		840,000		1,031,004
Yang Ming Marine Transport		996,000		987,866
Yuanta Core Pacific Securities Co.		1,217,667		871,081
Zyxel Communications Corp.		636,000		1,475,685
(Cost $25,618,745)				25,488,517
Thailand 4.7%
Bangkok Bank PCL (Foreign Registered)		936,400		2,548,118
PTT Exploration and Production PCL (Foreign Registered)		88,000		776,372
Thai Airways Internatioanl PCL (Foreign Registered)		639,000		680,390
Thai Olefins PCL (Foreign Registered)*		1,591,100		2,662,254
Thai Union Frozen Products PCL (Foreign Registered)		2,262,500		1,720,750
True Corp. PCL (Foreign Registered)*		4,449,900		925,065
(Cost $8,710,905)				9,312,949
Turkey 2.3%
Denizbank AS		601,332		1,679,229
Hurriyet Gazetecilik ve Matbaacilik AS		520,409		929,563
Turkcell Iletisim Hizmetleri AS (ADR) (c)		122,800		1,910,768
(Cost $4,461,706)				4,519,560
United Kingdom 1.0%
Lonmin PLC (Cost $2,229,230)		108,794		1,916,569
Venezuela 0.8%
Compania Anonima Nacional Telefonos de Venezuela (ADR) (Cost
$1,740,369)		86,700		1,659,438
Total Common Stocks (Cost $181,984,576)				186,782,418

Preferred Stocks 1.0%
Brazil 1.0%
Companhia Vale do Rio Doce		62,800		745
Perdigao SA		104,270		1,967,047
Total Preferred Stocks (Cost $2,012,253)				1,967,792


Exchange Traded Funds 2.6%
Malaysia 2.6%
iShares MSCI Malaysia Index Fund (c) (Cost $5,510,334)	752,200	5,182,658

Securities Lending Collateral 6.9%
Scudder Daily Assets Fund Institutional, 2.94% (d) (e) (Cost $13,530,310)	13,530,310	13,530,310

Cash Equivalents 0.6%
Scudder Cash Management QP Trust, 2.81% (b) (Cost $1,185,211)	1,185,211	1,185,211


	% of Net Assets			Value ($)
Total Investment Portfolio (Cost $204,222,684) (a)		105.8			208,648,389
Other Assets and Liabilities, Net		(5.8	)		(11,377,784	)
Net Assets		100.0			197,270,605


*		Non-income producing security.

(a)		The cost for federal income tax purposes was $204,505,302. At April 30, 2005, net unrealized appreciation for all securities based on tax cost was $4,143,087. This consisted of aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost of $11,346,419 and aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value of $7,203,332.

(b)		Scudder Cash Management QP Trust is managed by Deutsche Investment Management Americas Inc. The rates shown are the annualized seven-day yield at period end.

(c)		All or a portion of these securities were on loan (See Notes to Financial Statements). The value of all securities loaned at April 30, 2005 amounted to $13,052,379, which is 6.6% of net assets.

(d)		Scudder Daily Assets Fund Institutional, an affiliated fund, is managed by Deutsche Asset Management, Inc. The rate shown is the annualized seven-day yield at period end.

(e)		Represents collateral held in connection with securities lending.

		144A: Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers.

		ADR: American Depositary Receipts.

		GDR: Global Depositary Receipts.

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

Financial Statements

Statement of Assets and Liabilities as of April 30, 2005 (Unaudited)


Assets
Investments:

Investments in securities, at value (cost $189,507,163) — including $13,052,379 of securities loaned	$	193,932,868
Investment in Scudder Daily Assets Fund Institutional (cost $13,530,310)^*		13,530,310
Investment in Scudder Cash Management QP Trust (cost $1,185,211)		1,185,211
Total investments in securities, at value (cost $204,222,684)		208,648,389
Foreign currency, at value (cost $1,764,950)		1,704,359
Receivable for investments sold		7,366,816
Dividends receivable		838,690
Interest receivable		9,449
Receivable for Fund shares sold		619,412
Foreign taxes recoverable		21,857
Other assets		34,643
Total assets		219,243,615
Liabilities
Due to custodian bank		3,511,880
Payable for investments purchased		4,643,927
Payable upon return of securities loaned		13,530,310
Payable for Fund shares redeemed		101,141
Accrued management fee		49,431
Other accrued expenses and payables		136,321
Total liabilities		21,973,010
Net assets, at value	$	197,270,605
Net Assets
Net assets consist of:

Accumulated distributions in excess of net investment income		(833,921	)
Net unrealized appreciation (depreciation) on:

Investments		4,425,705
Foreign currency related transactions		(27,686	)
Accumulated net realized gain (loss)		184,593
Paid-in capital		193,521,914
Net assets, at value	$	197,270,605


		^* Represents collateral on securities loaned.

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

Statement of Assets and Liabilities as of April 30, 2005 (Unaudited) (continued)


Net Asset Value
Class A

Net Asset Value and redemption price^(a) per share ($79,267,144 ÷ 4,577,595 shares of capital stock outstanding, $.01 par value, 50,000,000 shares authorized)	$	17.32
Maximum offering price per share (100 ÷ 94.25 of $17.32)	$	18.38
Class B

Net Asset Value, offering and redemption price^(a) (subject to contingent deferred sales charge) per share ($3,074,659 ÷ 182,163 shares of capital stock outstanding, $.01 par value, 50,000,000 shares authorized)	$	16.88
Class C

Net Asset Value, offering and redemption price^(a) (subject to contingent deferred sales charge) per share ($4,932,584 ÷ 291,704 of capital stock outstanding, $.01 par value, 20,000,000 shares authorized)	$	16.91
Class AARP

Net Asset Value, offering and redemption price^(a) per share ($6,411,663 ÷ 368,038 shares of capital stock outstanding, $.01 par value, 100,000,000 shares authorized)	$	17.42
Class S

Net Asset Value, offering and redemption price^(a) per share ($103,584,555 ÷ 5,950,903 shares of capital stock outstanding, $.01 par value, 100,000,000 shares authorized)	$	17.41


(a)		Redemption price per share for shares held less than 30 days is equal to net asset value less a 2% redemption fee.

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

Statement of Operations for the six months ended April 30, 2005 (Unaudited)


Investment Income
Income:

Dividends (net of foreign taxes withheld of $223,513)	$	2,074,840
Interest — Scudder Cash Management QP Trust		49,277
Securities lending income, including income from Scudder Daily Assets Fund Institutional, net of borrower rebates		23,871
Interest		2,644
Total income		2,150,632
Expenses:

Management fee		1,126,474
Distribution service fees		106,252
Services to shareholders		294,436
Custodian and accounting fees		283,294
Auditing		41,923
Legal		4,467
Directors’ fees and expenses		4,764
Reports to shareholders		14,887
Registration fees		24,032
Other		2,712
Total expenses before expense reductions		1,903,241
Expense reductions		(212,916	)
Total expenses after expense reductions		1,690,325
Net investment income (loss)		460,307
Realized and Unrealized Gain (Loss) on Investment Transactions
Net realized gain (loss) from:

Investments (net of foreign taxes of $116,986)		17,806,918
Foreign currency related transactions		(74,589	)
		17,732,329
Net unrealized appreciation (depreciation) during the period on:

Investments (net of deferred foreign tax credit of $61,751)		(1,738,337	)
Foreign currency related transactions		(36,549	)
		(1,774,886	)
Net gain (loss) on investment transactions		15,957,443
Net increase (decrease) in net assets resulting from operations	$	16,417,750

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

Statement of Changes in Net Assets


	Six Months Ended
	April 30, 2005			Year Ended October 31,
Increase (Decrease) in Net Assets	(Unaudited)			2004
Operations:

Net investment income (loss)	$	460,307		$	826,854
Net realized gain (loss) on investment transactions		17,732,329			22,311,993
Net unrealized appreciation (depreciation) during the period on investment transactions		(1,774,886	)		(6,154,785	)
Net increase (decrease) in net assets resulting from operations		16,417,750			16,984,062
Distributions to shareholders from:

Net investment income:

Class A		(275,943	)		(30,674	)
Class AARP		(36,894	)		(8,998	)
Class S		(728,883	)		(298,201	)
Fund share transactions:

Proceeds from shares sold		60,166,382			84,508,509
Reinvestment of distributions		737,653			299,059
Cost of shares redeemed		(27,250,805	)		(39,491,211	)
Redemption fees		36,694			67,059
Net increase (decrease) in net assets from Fund share transactions		33,689,924			45,383,416
Increase (decrease) in net assets		49,065,954			62,029,605
Net assets at beginning of period		148,204,651			86,175,046
Net assets at end of period (including accumulated distributions in excess of net investment income of $833,921 and $252,508, respectively)	$	197,270,605		$	148,204,651

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

Financial Highlights

Class A


Years Ended October 31,	2005^a			2004			2003			2002			2001^b
Selected Per Share Data
Net asset value, beginning of period	$	15.61		$	13.25		$	8.69		$	8.28		$	10.25
Income (loss) from investment operations:

Net investment income (loss)^c		.04			.08			.04			(.04	)		(.03	)
Net realized and unrealized gain (loss) on investment transactions		1.75			2.29			4.52			.45			(1.95	)
Total from investment operations		1.79			2.37			4.56			.41			(1.98	)
Less distributions from:

Net investment income		(.08	)		(.02	)		—			—			—
Redemption fees		.00	^***		.01			.00	^***		.00	^***		.01
Net asset value, end of period	$	17.32		$	15.61		$	13.25		$	8.69		$	8.28
Total Return (%)^d		11.49	^e**		18.00	^e		52.47	^e		4.95			(19.22	)^**
Ratios to Average Net Assets and Supplemental Data
Net assets, end of period ($ millions)		79			49			16			8			.09
Ratio of expenses before expense reductions (%)		2.09	^*		2.06			2.19			2.18			2.20	^*
Ratio of expenses after expense reductions (%)		1.97	^*		1.99			2.16			2.18			2.20	^*
Ratio of net investment income (loss) (%)		.41	^*		.56			.38			(.57	)		(.86	)^*
Portfolio turnover rate (%)		139	^*		146			182			115			69


^a		For the six months ended April 30, 2005 (Unaudited).

^b		For the period from May 29, 2001 (commencement of operations of Class A shares) to October 31, 2001.

^c		Based on average shares outstanding during the period.

^d		Total return does not reflect the effect of any sales charges.

^e		Total return would have been lower had certain expenses not been reduced.

^*		Annualized

^**		Not annualized

^***		Amount is less than $.005.

Class B


Years Ended October 31,	2005^a			2004			2003			2002			2001^b
Selected Per Share Data
Net asset value, beginning of period	$	15.20		$	12.98		$	8.58		$	8.25		$	10.25
Income (loss) from investment operations:

Net investment income (loss)^c		(.03	)		(.02	)		(.04	)		(.12	)		(.06	)
Net realized and unrealized gain (loss) on investment transactions		1.71			2.23			4.44			.45			(1.95	)
Total from investment operations		1.68			2.21			4.40			.33			(2.01	)
Redemption fees		.00	^***		.01			.00	^***		.00	^***		.01
Net asset value, end of period	$	16.88		$	15.20		$	12.98		$	8.58		$	8.25
Total Return (%)^d		11.05	^e**		17.10	^e		51.28	^e		4.00			(19.51	)^**
Ratios to Average Net Assets and Supplemental Data
Net assets, end of period ($ millions)		3			2			2			.64			.03
Ratio of expenses before expense reductions (%)		3.19	^*		2.91			2.97			2.98			3.00	^*
Ratio of expenses after expense reductions (%)		2.75	^*		2.75			2.93			2.98			3.00	^*
Ratio of net investment income (loss) (%)		(.37	)^*		(.20	)		(.39	)		(1.37	)		(1.66	)^*
Portfolio turnover rate (%)		139	^*		146			182			115			69


^a		For the six months ended April 30, 2005 (Unaudited).

^b		For the period from May 29, 2001 (commencement of operations of Class B shares) to October 31, 2001.

^c		Based on average shares outstanding during the period.

^d		Total return does not reflect the effect of any sales charges.

^e		Total return would have been lower had certain expenses not been reduced.

^*		Annualized

^**		Not annualized

^***		Amount is less than $.005.

Class C


Years Ended October 31,	2005^a			2004			2003			2002			2001^b
Selected Per Share Data
Net asset value, beginning of period	$	15.23		$	13.01		$	8.60		$	8.26		$	10.25
Income (loss) from investment operations:

Net investment income (loss)^c		(.03	)		(.02	)		(.04	)		(.12	)		(.06	)
Net realized and unrealized gain (loss) on investment transactions		1.71			2.23			4.45			.46			(1.94	)
Total from investment operations		1.68			2.21			4.41			.34			(2.00	)
Redemption fees		.00	^***		.01			.00	^***		.00	^***		.01
Net asset value, end of period	$	16.91		$	15.23		$	13.01		$	8.60		$	8.26
Total Return (%)^d		11.03	^e**		17.06	^e		51.28	^e		4.12			(19.41	)^**
Ratios to Average Net Assets and Supplemental Data
Net assets, end of period ($ millions)		5			3			2			1			.01
Ratio of expenses before expense reductions (%)		3.05	^*		2.86			2.95			2.96			2.97	^*
Ratio of expenses after expense reductions (%)		2.75	^*		2.76			2.92			2.96			2.97	^*
Ratio of net investment income (loss) (%)		(.37	)^*		(.21	)		(.38	)		(1.35	)		(1.63	)^*
Portfolio turnover rate (%)		139	^*		146			182			115			69


^a		For the six months ended April 30, 2005 (Unaudited).

^b		For the period from May 29, 2001 (commencement of operations of Class C shares) to October 31, 2001.

^c		Based on average shares outstanding during the period.

^d		Total return does not reflect the effect of any sales charges.

^e		Total return would have been lower had certain expenses not been reduced.

^*		Annualized

^**		Not annualized

^***		Amount is less than $.005.

Class AARP


Years Ended October 31,	2005^a			2004			2003			2002			2001			2000^b
Selected Per Share Data
Net asset value, beginning of period	$	15.73		$	13.36		$	8.73		$	8.30		$	11.11		$	11.69
Income (loss) from investment operations:

Net investment income(loss)^c		.05			.11			.06			(.03	)		(.01	)		(.02	)
Net realized and unrealized gain (loss) on investment transactions		1.77			2.31			4.57			.46			(2.81	)		(.56	)
Total from investment operations		1.82			2.42			4.63			.43			(2.82	)		(.58	)
Less distributions from:

Net investment income		(.13	)		(.06	)		—			—			—			—
Redemption fees		.00	^***		.01			.00	^***		.00	^***		.01			—
Net asset value, end of period	$	17.42		$	15.73		$	13.36		$	8.73		$	8.30		$	11.11
Total Return (%)		11.56	^d**		18.24	^d		53.04	^d		5.18			(25.29	)		(4.96	)^e**
Ratios to Average Net Assets and Supplemental Data
Net assets, end of period ($ millions)		6			4			2			.45			.15			.07
Ratio of expenses before expense reductions (%)		2.17	^*		1.91			1.92			1.91			1.91			1.90	^*
Ratio of expenses after expense reductions (%)		1.76	^*		1.76			1.90			1.91			1.91			1.90	^*
Ratio of net investment income (loss) (%)		.62	^*		.79			.64			(.30	)		(.05	)		(.13	)^**
Portfolio turnover rate (%)		139	^*		146			182			115			69			42


^a		For the six months ended April 30, 2005 (Unaudited).

^b		For the period from October 2, 2000 (commencement of operations of Class AARP shares) to October 31, 2000.

^c		Based on average shares outstanding during the period.

^d		Total return would have been lower had certain expenses not been reduced.

^e		Shareholders redeeming shares held less than one year will have a lower total return due to the effect of the 2% redemption fee.

^*		Annualized

^**		Not annualized

^***		Amount is less than $.005.

Class S


Years Ended October 31,	2005^a			2004			2003			2002			2001			2000
Selected Per Share Data
Net asset value, beginning of period	$	15.71		$	13.34		$	8.73		$	8.29		$	11.11		$	11.75
Income (loss) from investment operations:

Net investment income (loss)^b		.05			.11			.07			(.03	)		(.01	)		(.11	)
Net realized and unrealized gain (loss) on investment transactions		1.78			2.31			4.54			.47			(2.82	)		(.54	)^c
Total from investment operations		1.83			2.42			4.61			.44			(2.83	)		(.65	)
Less distributions from:

Net investment income		(.13	)		(.06	)		—			—			—			—
Redemption fees		.00	^***		.01			.00	^***		.00	^***		.01			.01
Net asset value, end of period	$	17.41		$	15.71		$	13.34		$	8.73		$	8.29		$	11.11
Total Return (%)		11.57	^d**		18.34	^d		52.81	^d		5.31			(25.38	)		(5.45	)^d
Ratios to Average Net Assets and Supplemental Data
Net assets, end of period ($ millions)		104			89			65			38			42			71
Ratio of expenses before expense reductions (%)		2.05	^*		1.93			1.92			1.91			1.91			2.66	^e
Ratio of expenses after expense reductions (%)		1.76	^*		1.76			1.90			1.91			1.91			2.30	^e
Ratio of net investment income (loss) (%)		.62	^*		.79			.64			(.30	)		(.05	)		(.87	)
Portfolio turnover rate (%)		139	^*		146			182			115			69			42


^a		For the six months ended April 30, 2005 (Unaudited).

^b		Based on average shares outstanding during the period.

^c		Because of the timing of subscriptions and redemptions in relation to fluctuating markets at value, the amount shown may not agree with the change in aggregate gains and losses.

^d		Total return would have been lower had certain expenses not been reduced.

^e		The ratios of operating expenses excluding costs incurred in connection with a fund complex reorganization before and after expense reduction were 2.56% and 2.23%, respectively.

^*		Annualized

^**		Not annualized

^***		Amount is less than $.005.

Notes to Financial Statements (Unaudited)

[GIF TO COME]

A. Significant Accounting Policies

Scudder Emerging Markets Fund (the “Fund”), formerly Scudder Emerging Markets Growth Fund, is a diversified series of Scudder International Fund, Inc. (the “Corporation”), 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 Maryland Corporation.

The Fund offers multiple classes of shares which provide investors with different purchase options. Class A shares are offered to investors subject to an initial sales charge. Class B shares are offered without an initial sales charge but are subject to higher ongoing expenses than Class A shares and a contingent deferred sales charge payable upon certain redemptions. Class B shares automatically convert to Class A shares six years after issuance. Class C shares are offered without an initial sales charge but are subject to higher ongoing expenses than Class A shares and a contingent deferred sales charge payable upon certain redemptions within one year of purchase. Class C shares do not convert into another class. Shares of Class AARP are designed for members of AARP. Class AARP and S shares are not subject to initial or contingent deferred sales charges. Class S shares are no longer available to new investors except under certain circumstances. (Please refer to the Fund’s Statement of Additional Information.)

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 all classes of shares, except that each class bears certain expenses unique to that class such as distribution service fees, services to shareholders and certain other class-specific expenses. Differences in class-level expenses may result in payment of different per share dividends by class. 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 or official closing 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 Directors. The Fund may use a fair valuation model to value international equity securities in order to adjust for events which may occur between the close of the foreign exchanges and the close of the New York Stock Exchange.

Securities Lending. The Fund may lend securities to financial institutions. The Fund retains beneficial ownership of the securities it has loaned and continues to receive interest and dividends paid by the securities and to participate in any changes in their market value. The Fund requires the borrowers of the securities to maintain collateral with the Fund consisting of liquid, unencumbered assets having a value

at least equal to the value of the securities loaned. The Fund may invest the cash collateral into a joint trading account in an affiliated money market fund pursuant to Exemptive Orders issued by the SEC. The Fund receives compensation for lending its securities either in the form of fees or by earning interest on invested cash collateral net of fees paid to a lending agent. Either the Fund or the borrower may terminate the loan. The Fund is subject to all investment risks associated with the value of any cash collateral received, including, but not limited to, interest rate, credit and liquidity risk associated with such investments.

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.

Forward Foreign Currency Exchange Contracts. A forward foreign currency exchange contract (“forward currency contract”) is a commitment to purchase or sell a foreign currency at the settlement date at a negotiated rate. The Fund may enter into forward currency contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign currency denominated portfolio holdings and to facilitate transactions in foreign currency denominated securities. The Fund may also engage in forward currency contracts for non-hedging purposes.

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

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

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 October 31, 2004, the Fund had a net tax basis capital loss carryforward of approximately $17,449,000 which may be applied against any realized net taxable capital gains of each succeeding year until fully utilized or until October 31, 2007 ($8,964,000), October 31, 2009 ($8,385,000) and October

31, 2010 ($100,000), the respective expiration dates, whichever occurs first.

Additionally, based on the Fund’s understanding of the tax rules and rates related to income, gains and transactions for the foreign jurisdictions in which it invests, the Fund will provide for foreign taxes, and where appropriate, deferred foreign taxes.

Distribution of Income and Gains. Net investment income of the Fund, if any, is distributed to shareholders 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 investments in foreign denominated investments, investments in passive foreign investment companies and certain securities sold at a loss. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. Accordingly, the Fund may periodically make reclassifications among certain of its capital accounts without impacting the net asset value of the Fund.

The tax character of current year distributions will be determined at the end of the current fiscal year.

Redemption Fees. For the period from November 1, 2004 to January 31, 2005, the redemption or exchange of shares held by Class AARP and S shareholders for less than one year were assessed a fee of 2% of the total amount redeemed or exchanged. Effective February 1, 2005, the Fund imposes a redemption fee of 2% of the total redemption amount on the Fund shares redeemed or exchanged within 30 days of buying them, either by purchase or exchange. This fee is assessed and retained by the Fund for the benefit of the remaining shareholders. The redemption fee is accounted for as an addition to paid-in capital.

Expenses. Expenses of the Corporation arising in connection with a specific Fund are allocated to that Fund. Other Corporation expenses which cannot be directly attributed to a Fund are apportioned among the Funds in the Corporation.

Contingencies. In the normal course of business, the Fund may enter into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet been made. However, based on experience, the Fund expects the risk of loss to be remote.

Other. Investment transactions are accounted for on a trade date plus one basis for daily net asset value calculations. However, for financial reporting purposes, investment security transactions are reported on 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.

B. Purchases and Sales of Securities

During the six months ended April 30, 2005, purchases and sales of investment securities (excluding

short-term investments) aggregated $157,640,788 and $122,444,490, respectively.

C. Related Parties

Management Agreement. Under the Management Agreement with Deutsche Investment Management Americas Inc. (“DeIM” or the “Advisor”), an indirect wholly owned subsidiary of Deutsche Bank AG, 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 1.25% of the first $500,000,000 of the Fund’s average daily net assets and 1.20% of such net assets in excess of $500,000,000 computed and accrued daily and payable monthly. Accordingly, for the six months ended April 30, 2005, the fee pursuant to the Management Agreement was equivalent to an annualized effective rate of 1.25% of the Fund’s average daily net assets.

Effective October 1, 2003 through February 28, 2006, the Advisor has contractually agreed to waive a portion of its management fee and reimburse or pay certain operating expenses of the Fund to the extent necessary to maintain the operating expenses of each class at 1.75% of average daily net assets for Class A, B, C, AARP and S shares (excluding certain expenses such as extraordinary expenses, taxes, brokerage, interest, Rule 12b-1 distribution and/or service fees, directors and directors’ counsel fees, and organizational and offering expenses).

Service Provider Fees. Scudder Investments Service Company (“SISC”), an affiliate of the Advisor, is the transfer, shareholder service and dividend-paying agent for Class A, B and C shares of the Fund. Scudder Service Corporation (“SSC”), also an affiliate of the Advisor, is the transfer, shareholder service and dividend-paying agent for Class AARP and S shares of the Fund. Pursuant to a sub-transfer agency agreement among SISC, SSC and DST Systems, Inc. (“DST”), SISC and SSC have delegated certain transfer agent and dividend paying agent functions to DST. SISC and SSC compensate DST out of the shareholder servicing fee they receive from the Fund. For the six months ended April 30, 2005, the amounts charged to the Fund by SISC and SSC were as follows:


Services to Shareholders	Total Aggregated		Waived		Unpaid at April 30, 2005
Class A	$	56,280	$	37,897	$	9,474
Class B		6,765		6,116		1,776
Class C		7,145		6,128		1,874
Class AARP		13,082		11,395		2,951
Class S		164,191		149,708		14,829

	$	247,463	$	211,244	$	30,904

Scudder Fund Accounting Corporation (“SFAC”), an affiliate of the Advisor, is responsible for computing the daily net asset value per share and maintaining the portfolio and general accounting records of the Fund. SFAC has retained State Street Bank and Trust Company to provide certain administrative, fund accounting and record-keeping services to the Fund. For the six months ended April 30, 2005, the amount charged to the Fund by SFAC for accounting services aggregated $80,900, of which $25,075 is unpaid at April 30, 2005.

agreement, SDI enters into related selling group agreements with various firms at various rates for sales of Class B and C shares. For the six months ended April 30, 2005, the Distribution Fee was as follows:


Distribution Fee	Total Aggregated		Unpaid at April 30, 2005
Class B	$	10,444	$	1,907
Class C		15,490		2,886

	$	25,934	$	4,793

In addition, SDI provides information and administrative services (“Service Fee”) to Class A, B and C shareholders at an annual rate of up to 0.25% of average daily net assets for each such class. SDI in turn has various agreements with financial services firms that provide these services and pays these fees based upon the assets of shareholder accounts the firms service. For the six months ended April 30, 2005, the Service Fee was as follows:


Service Fee	Total Aggregated		Unpaid at April 30, 2005		Annualized Effective Rate
Class A	$	71,834	$	14,493		.22	%
Class B		3,481		575		.25	%
Class C		5,003		1,148		.24	%

	$	80,318	$	16,216

Underwriting Agreement and Contingent Deferred Sales Charge. SDI is the principal underwriter for the Fund. Underwriting commissions paid in connection with the distribution of Class A shares for the six months ended April 30, 2005, aggregated $6,761.

In addition, SDI receives any contingent deferred sales charge (“CDSC”) from Class B share redemptions occurring within six years of purchase and Class C share redemptions occurring within one year of purchase. There is no such charge upon redemption of any share appreciation or reinvested dividends. The CDSC is based on declining rates ranging from 4% to 1% for Class B and 1% for Class C, of the value of the shares redeemed. For the six months ended April 30, 2005, the CDSC for Class B and C shares aggregated $6,331 and $546 respectively. A deferred sales charge of up to 1% is assessed on certain redemptions of Class A shares. For the six months ended April 30, 2005, SDI received $500.

Directors’ Fees and Expenses. The Fund pays each Director 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 affiliate, AARP Services, Inc., monitors and oversees the AARP Investment Program from Scudder Investments, but does not act as an investment advisor or recommend specific mutual funds. DeIM 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 AARP Class 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 DeIM. The fee rates, which decrease as the aggregate net assets of the AARP Classes become larger, are as follows: 0.07% of the first $6 billion in net assets, 0.06% for the next $10 billion and 0.05% thereafter. These amounts are used for the general purposes of AARP and its members.

Insurance Brokerage Commissions. The Funds paid insurance premiums to an unaffiliated insurance broker in 2002 and 2003. This broker in turn paid a portion of its commissions to an affiliate of the Advisor, which performed certain insurance brokerage services for the broker. The Advisor has reimbursed the Fund for the portion of commissions (plus interest) paid to the affiliate of the Advisor attributable to the premiums paid by the Fund. The amounts for 2002 and 2003 were $15 and $22, respectively.

D. Expense Reductions

In addition, for the six months ended April 30, 2005, the Advisor agreed to reimburse the Fund $1,672, which represents a portion of the fee savings expected to be realized by the Advisor related to the outsourcing by the Advisor of certain administrative services to an unaffiliated service provider.

E. Investing in Emerging Markets

Investing in emerging markets may involve special risks and considerations not typically associated with investing in the United States of America. These risks include revaluation of currencies, high rates of inflation, repatriation restrictions on income and capital, and future adverse political, social and economic developments. Moreover, securities issued in these markets may be less liquid, subject to government ownership controls, delayed settlements and their prices are more volatile than those of comparable securities in the United States of America.

F. Line of Credit

The Fund and several other affiliated funds (the “Participants”) share in a $1.1 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, 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 25 percent of its net assets under the agreement.

G. Share Transactions

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


	Six Months Ended April 30, 2005				Year Ended October 31, 2004
	Shares		Dollars		Shares		Dollars
Shares sold
Class A		2,180,512	$	38,158,440		3,172,911	$	47,353,581
Class B		78,675		1,360,130		226,550		3,262,299
Class C		140,474		2,412,738		156,770		2,308,886
Class AARP		133,152		2,373,816		233,962		3,508,465
Class S		898,630		15,861,258		1,880,963		28,075,278
			$	60,166,382			$	84,508,509
Shares issued to shareholders in reinvestment of dividends
Class A		4,744	$	79,940		1,612	$	22,426
Class AARP		1,891		32,026		621		8,692
Class S		36,979		625,687		19,166		267,941
			$	737,653			$	299,059


	Six Months Ended April 30, 2005						Year Ended October 31, 2004
	Shares			Dollars			Shares			Dollars
Shares redeemed
Class A		(747,474	)	$	(12,974,594	)		(1,225,914	)	$	(18,148,741	)
Class B		(49,127	)		(831,321	)		(214,310	)		(3,074,388	)
Class C		(62,578	)		(1,054,184	)		(89,801	)		(1,249,528	)
Class AARP		(51,680	)		(901,486	)		(95,299	)		(1,405,720	)
Class S		(657,562	)		(11,489,220	)		(1,077,344	)		(15,612,834	)
				$	(27,250,805	)				$	(39,491,211	)
Redemption fees $36,694 $67,059
Net increase (decrease)
Class A		1,437,782		$	25,271,306			1,948,609		$	29,227,266
Class B		29,548			528,862			12,240			187,911
Class C		77,896			1,358,554			66,969			1,059,358
Class AARP		83,363			1,510,275			139,284			2,133,614
Class S		278,047			5,020,927			822,785			12,775,267
				$	33,689,924					$	45,383,416

H. Regulatory Matters and Litigation

Account Management Resources

For shareholders of Classes A, B and C


Automated Information Lines		ScudderACCESS (800) 972-3060

		Personalized account information, information on other Scudder funds and services via touchtone telephone and for Classes A, B, and C only, the ability to exchange or redeem shares.

Web Site		scudder.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) 621-1048

		To speak with a Scudder service representative.

Written Correspondence		Scudder Investments

		PO Box 219356
		Kansas City, MO 64121-9356

Proxy Voting		A description of the fund’s policies and procedures for voting proxies for portfolio securities and information about how the fund voted proxies related to its portfolio securities during the 12-month period ended June 30 is available on our Web site — scudder.com (type “proxy voting” in the search field) — or on the SEC’s Web site — www.sec.gov. To obtain a written copy of the fund’s policies and procedures without charge, upon request, call us toll free at (800) 621-1048.

Principal Underwriter		If you have questions, comments or complaints, contact:

		Scudder Distributors, Inc.

		222 South Riverside Plaza
		Chicago, IL 60606-5808

		(800) 621-1148


	Class A	Class B	Class C
Nasdaq Symbol	SEKAX	SEKBX	SEKCX
CUSIP Number	811165-760	811165-752	811165-745
Fund Number	479	679	779


	AARP Investment Program Shareholders	Scudder Class S Shareholders
Automated	Easy-Access Line	SAILTM
Information Lines

	(800) 631-4636	(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	(800) SCUDDER

	To speak with an AARP Investment Program service representative.	To speak with a Scudder service representative.

Written Correspondence	AARP Investment Program from Scudder Investments	Scudder Investments

	PO Box 219735	PO Box 219669
	Kansas City, MO 64121-9735	Kansas City, MO 64121-9669

Proxy Voting	A description of the fund’s policies and procedures for voting proxies for portfolio securities and information about how the fund voted proxies related to its portfolio securities during the 12-month period ended June 30 is available on our Web sites — aarp.scudder.com or myScudder.com (type “proxy voting” in the search field) — or on the SEC’s Web site — www.sec.gov. To obtain a written copy of the fund’s policies and procedures without charge, upon request, call your service representative.

Principal Underwriter	If you have questions, comments or complaints, contact:

	Scudder Distributors, Inc.
	222 South Riverside Plaza
	Chicago, IL 60606-5808
	(800) 621-1148

	Class AARP	Class S

Nasdaq Symbol	SEMMX	SEMGX

Fund Number	179	\079

Privacy Statement

This privacy statement is issued by Deutsche Investment Management Americas Inc., Deutsche Asset Management, Inc., Scudder Distributors, Inc., Scudder Investor Services, Inc., Scudder Trust Company and the Scudder Funds.

We never sell customer lists or individual client information. We consider privacy fundamental to our client relationships and adhere to the policies and practices described below to protect current and former clients’ information. Internal policies are in place to protect confidentiality, while allowing client needs to be served. Only individuals who need to do so in carrying out their job responsibilities may access client information. We maintain physical, electronic and procedural safeguards that comply with federal and state standards to protect confidentiality. These safeguards extend to all forms of interaction with us, including the Internet.

In the normal course of business, clients give us nonpublic personal information on applications and other forms, on our websites, and through transactions with us or our affiliates. Examples of the nonpublic personal information collected are name, address, Social Security number and transaction and balance information. To be able to serve our clients, certain of this client information is shared with affiliated and nonaffiliated third party service providers such as transfer agents, custodians, and broker-dealers to assist us in processing transactions and servicing your account with us. In addition, we may disclose all of the information we collect to companies that perform marketing services on our behalf or to other financial institutions with which we have joint marketing agreements. The organizations described above that receive client information may only use it for the purpose designated by the Scudder Companies listed above.

We may also disclose nonpublic personal information about you to other parties as required or permitted by law. For example, we are required or we may provide information to government entities or regulatory bodies in response to requests for information or subpoenas, to private litigants in certain circumstances, to law enforcement authorities, or any time we believe it necessary to protect the firm.

For AARP shareholders only: Certain investors in the AARP Investment Program are advised that limited nonpublic personal information is shared with AARP and its subsidiary AARP Services Inc. (ASI). This includes an investor’s status as a current or former Program participant, name, address, and type of account maintained (i.e. IRA or non-IRA). This information must be shared so that ASI can provide quality control services, such as monitoring satisfaction with the Program. However, AARP and ASI may also use this information for other purposes such as member research, and may share this information with other AARP providers to inform members of AARP benefits and services. Shareholders residing in states with certain state specific privacy restrictions are excluded from this information sharing. All other shareholders may instruct us in writing not to share information regarding themselves or joint account holders with AARP or ASI for any purposes unrelated to the AARP Investment Program. With respect to accounts that are jointly held, an opt-out request received from any of the joint account holders will be applied to the entire account.

Questions on this policy may be sent to:

For Class AARP:
AARP Investment Program, Attention: Correspondence,
P.O. Box 219735, Kansas City, MO 64121-9735

For Class S:
Scudder Investments, Attention: Correspondence,
P.O. Box 219669, Kansas City, MO 64121-9669

For all other classes:
Scudder Investments, Attention: Correspondence — Chicago
P.O. Box 219415, Kansas City, MO 64121-9415

September 2004

Notes

[GIF TO COME]

Notes

[GIF TO COME]

Notes

[GIF TO COME]

Notes

[GIF TO COME]

Notes

[GIF TO COME]

Notes

[GIF TO COME]

[GIF TO COME] [GIF TO COME]

ITEM 2. CODE OF ETHICS.

Not applicable.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS

Not Applicable

ITEM 6. SCHEDULE OF INVESTMENTS

Not Applicable

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

Not applicable.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS

Not Applicable.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Committee on Independent Trustees/Directors selects and nominates Independent Trustees/Directors. Fund shareholders may also submit nominees that will be considered by the committee when a Board vacancy occurs. Submissions should be mailed to: c/o Dawn-Marie Driscoll, PO Box 100176, Cape Coral, FL 33910.

ITEM 11. 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 changes in the registrant’s internal control over financial reporting that occurred during the registrant’s last half-year (the registrant’s second fiscal half-year in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting.

ITEM 12. EXHIBITS.


(a)(1)		Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(b)		Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

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 Emerging Markets Fund, a series of
		Scudder International Fund, Inc.

By:		/s/ Julian Sluyters

		Julian Sluyters
		Chief Executive Officer

Date:		June 30, 2005

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 Emerging Markets Fund, a series of
		Scudder International Fund, Inc.

By:		/s/ Julian Sluyters

		Julian Sluyters
		Chief Executive Officer

Date:		June 30, 2005

By:		/s/ Paul Schubert

		Paul Schubert
		Chief Financial Officer

Date:		June 30, 2005

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM N-CSR

Investment Company Act file number 811-642

SCUDDER INTERNATIONAL FUND, INC.

(Exact Name of Registrant as Specified in Charter)

345 Park Avenue, New York, NY 10154

(Address of Principal Executive Offices) (Zip Code)

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

Salvatore Schiavone
Two International Place
Boston, Massachusetts 02110

(Name and Address of Agent for Service)


Date of fiscal year end:		10/31

Date of reporting period:		10/31/04

ITEM 1. REPORT TO STOCKHOLDERS

Scudder Emerging Markets Growth Fund

Annual Report to Shareholders October 31, 2004

Contents

Performance Summary

Information About Your Fund’s Expenses

Portfolio Management Review

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Tax Information

Directors and Officers

Account Management Resources

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 October 31, 2004

Classes A, B and C

All performance shown is historical, assumes reinvestment of all dividends and capital gains, and does not guarantee future results. Investment return and principal value fluctuate with changing market conditions so that, when redeemed, shares may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. Please visit scudder.com for the product’s most recent month-end performance.

Returns and rankings during all periods shown reflect a fee waiver and/or expense reimbursement. Without this waiver/reimbursement, returns and rankings would have been lower.

Performance figures do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns and rankings may differ by share class.

Returns shown for Class A, B and C shares prior to their inception on May 29, 2001 are derived from the historical performance of Class S shares of the Scudder Emerging Markets Growth Fund during such periods and have been adjusted to reflect the higher gross total annual operating expenses of each specific class. Any difference in expenses will affect performance.

Average Annual Total Returns (Unadjusted for Sales Charge) as of 10/31/04


Scudder Emerging Markets Growth Fund	1-Year			3-Year			5-Year			Life of Fund*
Class A		18.00	%		23.60	%		5.77	%		3.11	%
Class B		17.10	%		22.59	%		4.91	%		2.28	%
Class C		17.06	%		22.62	%		4.96	%		2.32	%
MSCI Emerging Markets Index⁺		19.40	%		24.42	%		6.10	%		1.77	%


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

^*		The Fund commenced operations on May 8, 1996. Index returns begin May 31, 1996.

Growth of an Assumed $10,000 Investment (Adjusted for Maximum Sales Charge)

[] Scudder Emerging Markets Growth Fund — Class A

[] MSCI Emerging Markets Index⁺

[gif to come]

Yearly periods ended October 31

The Fund’s growth of an assumed $10,000 investment is adjusted for the maximum sales charge of 5.75%. This results in a net initial investment of $9,425.

Comparative Results (Adjusted for Maximum Sales Charge) as of 10/31/04


Scudder Emerging Markets Growth Fund		1-Year			3-Year			5-Year			Life of Fund^*
Class A	Growth of $10,000	$	11,122		$	17,797		$	12,476		$	12,224
	Average annual total return		11.22	%		21.19	%		4.52	%		2.40	%
Class B	Growth of $10,000	$	11,410		$	18,224		$	12,607		$	12,106
	Average annual total return		14.10	%		22.15	%		4.74	%		2.28	%
Class C	Growth of $10,000	$	11,706		$	18,438		$	12,737		$	12,145
	Average annual total return		17.06	%		22.62	%		4.96	%		2.32	%
MSCI Emerging Markets Index⁺	Growth of $10,000	$	11,940		$	19,259		$	13,443		$	11,591
	Average annual total return		19.40	%		24.42	%		6.10	%		1.77	%


The growth of $10,000 is cumulative.

^*		The Fund commenced operations on May 8, 1996. Index returns begin May 31, 1996.

⁺		MSCI Emerging Markets Index is an unmanaged capitalization-weighted index of companies in a universe of 26 emerging markets. 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.

Net Asset Value and Distribution Information


	Class A		Class B		Class C
Net Asset Value:

10/31/04	$	15.61	$	15.20	$	15.23
10/31/03	$	13.25	$	12.98	$	13.01
Distribution Information:

Twelve Months:

Distributions as of 10/31/04	$	.02	$	—	$	—

Class A Lipper Rankings — Emerging Markets Funds Category as of 10/31/04


Period	Rank			Number of Funds Tracked		Percentile Ranking
1-Year		98	of		182		54
3-Year		65	of		155		42

Class AARP and Class S

Class AARP has been created especially for members of AARP. After December 31, 2004, Class S shares will generally not be available to new investors. (For details see the fund’s prospectus and statement of additional information.)

All performance shown is historical, assumes reinvestment of all dividends and capital gains, and does not guarantee future results. Investment return and principal value fluctuate with changing market conditions so that, when redeemed, shares may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. Please visit aarp.scudder.com (Class AARP) or myScudder.com (Class S) for the product’s most recent month-end performance.

Returns and rankings during all periods shown reflect a fee waiver and/or expense reimbursement. Without this waiver/reimbursement, returns and rankings would have been lower.

Shareholders redeeming shares held less than one year will have a lower total return due to the effect of the 2% redemption fee.

Performance figures do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns and rankings may differ by share class.

Returns shown for Class AARP shares prior to its inception on October 2, 2000 are derived from the historical performance of Class S shares of the Scudder Emerging Markets Growth Fund during such periods and have assumed the same expense structure during such periods. Any difference in expenses will affect performance.

Average Annual Total Returns as of 10/31/04


Scudder Emerging Markets Growth Fund	1-Year			3-Year			5-Year			Life of Fund^*
Class S		18.34	%		23.95	%		6.07	%		3.40	%
Class AARP		18.24	%		23.88	%		6.08	%		3.41	%
MSCI Emerging Markets Index⁺		19.40	%		24.42	%		6.10	%		1.77	%


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

^*		The Fund commenced operations on May 8, 1996. Index returns begin May 31, 1996.

Net Asset Value and Distribution Information


	Class
	AARP		Class S
Net Asset Value:

10/31/04	$	15.73	$	15.71
10/31/03	$	13.36	$	13.34
Distribution Information:

Twelve Months:

Distributions as of 10/31/04	$	.06	$	.06

Class S Lipper Rankings — Emerging Markets Funds Category as of 10/31/04


Period	Rank			Number of Funds Tracked		Percentile Ranking
1-Year		92	of		182		51
3-Year		54	of		155		35
5-Year		67	of		118		57

Growth of an Assumed $10,000 Investment

[] Scudder Emerging Markets Growth Fund — Class S

[] MSCI Emerging Markets Index⁺

[gif to come]

Yearly periods ended October 31

Comparative Results as of 10/31/04


Scudder Emerging Markets Growth Fund		1-Year			3-Year			5-Year			Life of Fund^*
Class S	Growth of $10,000	$	11,834		$	19,043		$	13,424		$	13,280
	Average annual total return		18.34	%		23.95	%		6.07	%		3.40	%
Class AARP	Growth of $10,000	$	11,824		$	19,009		$	13,432		$	13,288
	Average annual total return		18.24	%		23.88	%		6.08	%		3.41	%
MSCI Emerging Markets Index⁺	Growth of $10,000	$	11,940		$	19,259		$	13,443		$	11,591
	Average annual total return		19.40	%		24.42	%		6.10	%		1.77	%


		The growth of $10,000 is cumulative.

^*		The Fund commenced operations on May 8, 1996. Index returns begin May 31, 1996.

⁺		MSCI Emerging Markets Index is an unmanaged capitalization-weighted index of companies in a universe of 26 emerging markets. 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.

Information About Your Fund’s Expenses

[gif to come]As an investor of the Fund, you incur two types of costs: ongoing expenses and transaction costs. Ongoing expenses include management fees, distribution and service (12b-1) fees and other Fund expenses. Examples of transaction costs include sales charges (loads), redemption fees and account maintenance fees, which are not shown in this section. The following table is intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to help you compare these expenses with the ongoing expenses of investing in other mutual funds. In the most recent six-month period, the Fund limited these expenses; had it not done so, expenses would have been higher. The table is based on an investment of $1,000 made at the beginning of the six-month period ended October 31, 2004.

The table illustrates your Fund’s expenses in two ways:

Expenses and Value of a $1,000 Investment

for the six months ended October 31, 2004


Actual Fund Return	Class A		Class B		Class C		Class AARP		Class S
Beginning Account Value 5/1/04	$	1,000.00	$	1,000.00	$	1,000.00	$	1,000.00	$	1,000.00
Ending Account Value 10/31/04	$	1,067.70	$	1,063.70	$	1,063.50	$	1,067.20	$	1,069.40
Expenses Paid per $1,000*	$	10.33	$	14.32	$	14.32	$	9.16	$	9.17


Hypothetical 5% Fund Return	Class A		Class B		Class C		Class AARP		Class S
Beginning Account Value 5/1/04	$	1,000.00	$	1,000.00	$	1,000.00	$	1,000.00	$	1,000.00
Ending Account Value 10/31/04	$	1,015.21	$	1,011.33	$	1,011.33	$	1,016.34	$	1,016.34
Expenses Paid per $1,000*	$	10.07	$	13.96	$	13.96	$	8.93	$	8.94


*		Expenses are equal to the Fund’s annualized expense ratio for each share class, multiplied by the average account value over the period, multiplied by the number of days in the most recent six-month period, then divided by 365.


Annualized Expense Ratios	Class A			Class B			Class C			AARP			Class S
Scudder Emerging Markets Growth Fund		1.98	%		2.75	%		2.75	%		1.76	%		1.76	%

For more information, please refer to the Fund’s prospectuses.

Portfolio Management Review

[gif to come] Scudder Emerging Markets Growth 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 Emerging Markets Growth 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

Oliver S. Kratz

Managing Director of Deutsche Asset Management and Co-Manager of the fund.

Joined Deutsche Asset Management in 1996, having since served as portfolio manager for European Equity Fund and Global Emerging Markets analyst for International Equity Fund, after two years of experience at Merrill Lynch, Brown Brothers Harriman and McKinsey & Co.; authored Frontier Emerging Markets Securities Price Behavior and Valuation; Kluwers Academic Publishers, 1999; member of Budapest Stock Exchange Advisory Board.

Head of global portfolio selection team for Alpha Emerging Markets Equity and co-lead manager for Global Thematic Equity: New York.

MALD and Ph.D from The Fletcher School, administered jointly by Harvard University and Tufts University.

Joined the fund in 2002.

Tara C. Kenney

Managing Director of Deutsche Asset Management and Co-Manager of the fund.

Joined Deutsche Asset Management in 1995 and the fund in 1996.

Over 20 years of investment industry experience.

MBA, New York University.

Terrence S. Gray, CFA

Director of Deutsche Asset Management and Co-Manager of the fund.

Joined Deutsche Asset Management in 1993 and the fund in 2003.

Over 11 years of investment industry experience specializing in Pacific Basin and Emerging Markets.

Head of global portfolio selection team for Pacific Basin Equity: New York.

[gif to come] In the following interview, Co-Manager Oliver Kratz discusses Scudder Emerging Markets Growth Fund’s strategy and the market environment during the 12-month period ended October 31, 2004.

Q: How did the emerging markets perform during the annual period?

A: Stocks in the emerging markets performed well during the 12 months ended October 31, 2004, significantly outperforming developed markets around the world. The bulk of the markets’ gain came in the second half of the fiscal year. Although the annual period began on a strong note, stocks declined sharply in April and the first half of May. During this time, concerns about economic growth developed as the US Federal Reserve began to raise interest rates and China’s government took steps to cool its potentially overheating economy. But the markets soon embarked on a rally that continued through the end of the period, as concerns about the effects of interest rate hikes in the United States abated. Investors’ fears about slowing growth in China also were soothed when the country continued to report robust economic numbers. On the strength of this improving backdrop, emerging markets rallied heartily from mid-May through the end of October.

One key element of this outperformance was that emerging markets — as a group — produced economic growth much stronger than that of the developed world. This was partially the result of the surge in commodities prices, since many emerging nations generate substantial income from the sale of such products. Robust growth, in turn, has helped boost corporate earnings and has greatly improved the fiscal positions of the emerging nations. As a further positive, global interest rates remain extremely low by historical standards. This makes it less expensive for emerging countries to fund their debt, and it also encourages investors to move out of lower-risk government bonds and into higher-risk asset classes.

Q: How did the fund’s performance compare with that of its benchmark and peer group?

A: The total return of the fund’s Class A shares for the 12 months ended October 31, 2004, was 18.00%. (Returns are unadjusted for sales charges. If sales charges had been included, return would have been lower. Past performance is no guarantee of future results. Please see pages 3 through 7 for complete performance information, including the performance of other share classes.) Although the fund performed very well on an absolute basis, it trailed the 19.40% return of its benchmark, the MSCI Emerging Markets Index, as well as the 19.50% average return of the 182 funds in its Lipper peer group, Emerging Markets Funds.¹

¹ MSCI Emerging Markets Index is an unmanaged capitalization-weighted index of companies in a universe of 26 emerging markets. 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.

Even though the fund produced strong performance on an absolute basis, we are not pleased with its underperformance in relation to its benchmark and peer group. Nonetheless, we believe the best way to achieve long-term outperformance is to stay true to our approach, which is to use intensive research to identify companies whose share prices do not fully reflect their fair value. We emphasize companies with strong fundamentals — i.e., those with improving earnings, low debt levels, clean balance sheets and capable management. While this approach may lead to underperformance in any given year, we

believe it will help the fund effectively navigate the ups and downs of a full economic cycle.

Q: What factors helped performance?

A: The most significant contribution to fund performance came from our holdings in the energy sector. Stocks in this group performed exceptionally well due to the rapidly rising price of oil. With revenues growing much faster than costs for companies in this industry, the resulting boost to profits caused stock prices to soar. The stocks we held in the fund produced gains well above the gains of the average energy stock in the benchmark during the annual period. The top contributor within energy was Gazprom, a Russian oil and gas company that holds enormous reserves yet whose stock is inexpensive in relation to its global counterparts. Another notable gainer was LUKOIL, also a Russian producer.

The fund’s holdings in telecommunications services also made a significant contribution, as our stock picks outperformed the overall sector by a wide margin. The two largest gainers were Mobile Telesystems and VimpelCom, Russia’s biggest mobile service providers. Both companies are experiencing rapid growth, as many citizens are opting for cell phones over traditional landline services. Since neither is held in the benchmark, our decision to hold these two stocks in the fund was beneficial to relative performance.²

² Since our investment universe includes all companies in the emerging markets, we will often buy stocks for the fund held outside of the benchmark if we believe they offer an attractive investment opportunity.

Fund returns also were helped by our holdings in the basic materials sector. Stocks in this group benefited from the combination of continued economic growth worldwide, growing demand for raw materials from China and rising commodities prices. Amid this favorable environment, the fund gained from holding an overweight position in materials relative to the benchmark.³ In addition, our stock selection in this area was strong. In general, the best performance came from metals and mining companies. Five of the top 20 contributors to fund performance were in this sector: Bumi Resources (Indonesia), Companhia Vale do Rio Doce (Brazil), Gold Fields Ltd. (South Africa), Yanzhou Coal Mining (China) and Norlisk Nickel (Russia). (As of 10/31/04, positions in Bumi Resources, Yanzhou Coal Mining and Norlisk Nickel were sold.)

³ “Overweight” means a fund holds a higher weighting in a given sector or country than the benchmark index and indicates a positive view on the security, sector or country in question. “Underweight” means a fund holds a lower weighting than the benchmark, indicating that the manager likely expects the asset in question to underperform the market as a whole.

Q: What elements of the fund’s positioning detracted from performance?

A: The most significant detractor from the fund’s performance was its positioning in consumer stocks, where our stock picks underperformed the benchmark. One of the fund’s worst performers in this area was CP Foods, Thailand’s largest chicken exporter, which lost significant ground on the resurgence of the Asian bird flu. A holding in Denway Motors, a leading Chinese auto manufacturer, also detracted from fund performance as intense pricing competition among both domestic and foreign companies threatened its profitability. (As of 10/31/04, positions in CP Foods and Denway Motors were sold.)

Even though this portion of the portfolio underperformed during the reporting period, we remain committed to looking for opportunities in the consumer sector on a longer-term basis. The burgeoning middle class across the emerging markets has been a powerful theme in the portfolio, and it will likely continue to grow in importance. Emerging markets are no longer dependent entirely on exports to fuel economic growth. Now there is a thriving middle class that is looking to improve its social status, particularly within Asia. We believe this important long-term trend will be a major driver of markets in

the years ahead, in that it is likely to create opportunities to invest in companies that sell goods and services to this growing segment of the population.

Q: The fund was also hurt by its overweight in technology, the worst-performing sector during the period. What are you doing to improve performance in this area?

A: Technology stocks, as a group, performed poorly on a worldwide basis during the second half of the fiscal year, as investors became concerned that slowing demand would lead to lower earnings in 2005. Notable detractors for the fund were Quanta Computer, Inc., Taiwan Semiconductor Manufacturing Co. Ltd. and Compal Electronics, Inc., all located in Taiwan, and Samsung Electronics Co. Ltd of Korea.

We are reviewing the fund’s holdings in the technology sector based on our ongoing analysis of the personal computer, handset and consumer electronics businesses. Since spending on technology products and services is likely to decelerate next year, we intend to focus our efforts on those companies that can defend and increase their market share in any environment.⁴ Companies that are leaders in smaller niche categories and are partners with the primary technology companies present opportunities, in our view. For example, Seoul Semiconductor Co. Ltd. is one of a few producers that can manufacture high-end LEDs (light emitting diodes), which are used as backlights for displays in handsets, autos and other lighting devices. The company continues to win business away from its Japanese rivals, and its earnings are expected to grow significantly in 2005. On our upcoming research trips, we expect to focus on uncovering similar market leaders within the technology space.

⁴ Market share refers to a company’s sales in relation to the industry as a whole. For example, a company that has $250 million of sales in a $1 billion market is said to have a market share of 25%.

Q: What is your broad view on the emerging markets?

A: We maintain our long-term positive view on the asset class. The valuation and earnings outlook for emerging markets remain compelling, and we believe we can generate outperformance by investing in undervalued, undiscovered companies that have the potential to be winners in any type of market environment.⁵ Over the past year, we have found many stocks that were underpriced in light of their significant earnings potential. A prime example is Bancolombia SA, Colombia’s leading financial services company, which has been experiencing a major earnings revival as the Colombian economy has begun to recover. We also had success with Turk Ekonomi Bankasi AS, a financial stock in Turkey that was trading below book value at the time of purchase.⁶ Both of these stocks generated substantial returns during the past year. Our team will be traveling in Asia during the fourth quarter to identify similar special-situation stocks, and we have put together a list of 30 potential candidates at which we will be taking a closer look. Overall, we remain optimistic on the long-term prospects for emerging-market equities, which represent a wealth of fast-growing companies with attractive valuations versus their developed-market peers and, in many cases, high dividend yields.

⁵ “Valuation” refers to the price investors pay for a given security. An asset can be undervalued, meaning that it trades for less than its true worth, or overvalued, which means that it trades at a more expensive price than its underlying worth.

⁶ “Book value” refers to the total worth of a company’s assets.

Portfolio Summary October 31, 2004


Geographical Diversification (Excludes Cash Equivalents and Securities Lending Collateral)	10/31/04			10/31/03
Pacific Basin		50	%		67	%
Latin America		20	%		18	%
Europe		16	%		7	%
Africa		4	%		4	%
Other		10	%		4	%
		100	%		100	%


Sector Diversification (Excludes Cash Equivalents and Securities Lending Collateral)	10/31/04			10/31/03
Information Technology		20	%		14	%
Materials		19	%		22	%
Financials		16	%		18	%
Consumer Discretionary		11	%		8	%
Energy		11	%		8	%
Telecommunication Services		9	%		12	%
Consumer Staples		5	%		7	%
Industrials		5	%		7	%
Health Care		3	%		4	%
Other		1	%		—
		100	%		100	%

Geographical and sector diversification are subject to change.

Ten Largest Equity Holdings at October 31, 2004 (25.6% of Net Assets)


1. Samsung Electronics Co., Ltd.	Korea	5.3	%
Manufacturer of electronic parts
2. Petroleo Brasileiro SA	Brazil	2.8	%
Provider and distributor of petroleum
3. Anglo American PLC	United Kingdom	2.8	%
Producer of mining and natural resources products
4. Reliance Industries Ltd.	India	2.8	%
Manufacturer of petrochemicals, synthetic fibers and textiles
5. Hon Hai Precision Industry Co., Ltd.	Taiwan	2.2	%
Manufacturer of electronic products
6. LUKOIL	Russia	2.1	%
Extractor, transporter, refiner and provider of oil and gas
7. LG Electronics, Inc.	Korea	2.0	%
Manufacturer of telecommunication equipment
8. Gazprom	Russia	2.0	%
Extracts, transports and sells natural gas
9. Teva Pharmaceutical Industries Ltd.	Israel	1.8	%
Producer of pharmaceutical and veterinary products
10. Cemex SA de CV	Mexico	1.8	%
Producer of concrete and cement

Portfolio holdings are subject to change.

For more complete details about the fund’s investment portfolio, see page 20. A quarterly Fact Sheet is available upon request. Information concerning portfolio holdings of the Fund as of month end is available upon request on the 16th of the following month. Please see the Account Management Resources section for contact information.

Following the Fund’s fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q. The form will be available on the SEC’s Web site at www.sec.gov, and it also may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the SEC’s Public Reference Room may be obtained by calling (800) SEC-0330.


Investment Portfolio as of October 31, 2004		[gif to come]


	Shares		Value ($)
Common Stocks 95.9%
Austria 1.3%
Boehler-Uddeholm AG		4,900		469,996
Wienerberger AG		37,800		1,503,449
(Cost $1,520,271)				1,973,445
Brazil 6.5%
Banco Bradesco SA (ADR) (Preferred)		24,500		1,491,315
Companhia Vale do Rio Doce “A” (ADR) (Preferred)		72,100		1,312,220
Petroleo Brasileiro SA (ADR) (Preferred) (d)		116,900		4,151,119
Tele Centro Oeste Celular Participacoes SA (ADR) (Preferred)*		72,968		672,765
Tele Norte Leste Participacoes SA (ADR) (Preferred)		64,200		839,736
Telemig Celular Participacoes SA (ADR) (Preferred)		17,000		440,980
Votorantim Celulose e Papel SA (ADR)		21,100		729,005
(Cost $9,031,323)				9,637,140
China 2.6%
China Petroleum & Chemical Corp. “H”		4,622,000		1,751,882
China Southern Airlines Co., Ltd. “H”*		2,904,000		1,016,754
Huaneng Power International, Inc. “H”		484,000		363,793
People’s Food Holdings Ltd.		1,021,100		712,103
(Cost $2,879,681)				3,844,532
Colombia 1.1%
Bancolombia SA (ADR) (Preferred) (Cost $1,441,916)		177,600		1,561,104
Czech Republic 0.5%
Zentiva NV (GDR) 144A* (Cost $534,276)		29,100		724,590
Estonia 0.9%
AS Eesti Telekom (GDR) (Cost $1,362,302)		50,800		1,350,772
Hong Kong 3.7%
China Mobile Ltd. (ADR)*		71,200		1,035,960
Fountain Set (Holdings) Ltd.		1,741,800		1,309,203
Shangri-La Asia Ltd.		950,000		1,092,445
Skyworth Digital Holdings Ltd.		4,069,700		1,424,892
Yue Yuen Industrial (Holdings) Ltd.		271,000		680,721
(Cost $6,223,452)				5,543,221
Hungary 0.6%
Magyar Tavkozlesi Rt “B” (ADR)		200		4,214
OTP Bank Rt.		32,500		822,977
(Cost $569,880)				827,191
India 8.9%
Apollo Hospitals Enterprises Ltd.		219,900		1,047,235
Corporation Bank		2,300		13,419
Housing Development Finance Corp., Ltd.		131,300		1,852,131
Mahindra & Mahindra Ltd.		189,200		1,855,692
National Thermal Power Corp., Ltd.*		159,400		217,995
Oil & Natural Gas Corp. Ltd.		75,600		1,314,308
Reliance Industries Ltd.		349,700		4,082,469
Satyam Computer Services Ltd.		124,400		1,026,399
Tata Motors Ltd.*		194,700		1,790,029
(Cost $12,273,710)				13,199,677
Indonesia 3.0%
PT Bank Central Asia		1,854,600		489,933
PT Bank Mandiri		5,422,800		940,111
PT Telekomunikasi Indonesia “B”		1,661,000		795,305
PT Telekomunikasi Indonesia “B” (ADR) (d)		117,600		2,242,632
(Cost $3,737,291)				4,467,981
Israel 3.1%
Bezeq Israeli Telcommunication Corp., Ltd.		1,046,500		1,024,678
Check Point Software Technologies Ltd.*		39,900		902,578
Teva Pharmaceutical Industries Ltd. (ADR)		103,500		2,691,000
(Cost $4,989,827)				4,618,256
Korea 20.2%
Asiana Airlines*		148,700		370,588
Daewoo Shipbuilding & Marine Engineering Co., Ltd.		52,200		769,361
Daishin Securities Co.		79,500		930,281
Hynix Semiconductor, Inc.*		75,400		855,364
Hyundai Mobis		45,200		2,317,535
Kia Motors Corp.		153,500		1,439,705


	Shares		Value ($)
Korea Gas Corp.		23,300		709,719
KT&G Corp.		38,800		1,074,408
LG Chemical Ltd.		38,400		1,437,213
LG Electronics, Inc.		53,400		3,014,632
LG Engineering & Construction Corp.		59,000		1,196,338
LG International Corp.		81,700		671,407
LG Philips LCD Co., Ltd. (ADR)*		64,000		867,200
NEPES Corp.*		65,000		527,200
Samsung Electronics Co., Ltd.		19,930		7,824,238
Samsung Securities Co., Ltd.		85,770		1,467,169
Seoul Semiconductor Co., Ltd.		52,856		691,684
SK Telecom Co., Ltd.		6,990		1,095,797
SK Telecom Co., Ltd. (ADR) (d)		29,800		587,954
Ssangyong Cement Industrial Co., Ltd.*		375,300		430,782
Ssangyong Motor Co.*		58,800		360,836
Sungshin Cement Co., Ltd.		71,700		1,328,964
(Cost $29,887,407)				29,968,375
Malaysia 1.4%
Resorts World Bhd.		599,700		1,507,141
SP Setia Bhd.		573,700		573,700
(Cost $2,211,783)				2,080,841
Mexico 4.1%
Cemex SA de CV (ADR)		90,600		2,625,588
Fomento Economico Mexicano SA de CV (ADR)		57,400		2,531,340
Grupo Televisa SA (ADR)*		13,300		731,500
SARE Holdings, SA de CV		300,000		184,000
(Cost $5,815,442)				6,072,428
Netherlands 0.2%
Efes Breweries International (GDR) 144A* (Cost $213,900)		9,200		255,300
Peru 1.0%
Compania de Minas Buenaventura SA (ADR) (Cost $1,248,449)		58,400		1,450,656
Poland 0.8%
International Trading and Investment Holdings SA “B” (c)		527,500		1,233,372
(Cost $524,342)
Russia 7.5%
AO VimpelCom (ADR)*		9,400		1,071,600
Gazprom “S” (ADR) (d)		88,600		3,310,096
LUKOIL (ADR)		25,500		3,181,125
Mechel Steel Group Oao (ADR)*		63,000		1,291,500
Mobile Telesystems (ADR)		8,400		1,219,008
Surgutneftegaz (ADR)		24,300		969,570
(Cost $9,300,795)				11,042,899
Singapore 1.2%
Elec & Eltek International Co., Ltd.		390,300		1,108,452
Petra Foods Ltd.		1,395,800		738,452
(Cost $1,931,520)				1,846,904


	Shares		Value ($)
South Africa 4.2%
Gold Fields Ltd. (ADR) (d)		105,700		1,524,194
Gold Fields Ltd.		59,500		838,263
Impala Platinum Holdings Ltd.		22,800		1,841,926
Steinhoff International Holdings Ltd.		1,142,000		1,995,928
(Cost $5,317,500)				6,200,311
Taiwan 10.2%
Bank of Kaohsiung		820,000		608,134
Compal Electronics, Inc.		993,336		891,151
Hon Hai Precision Industry Co., Ltd.		899,989		3,310,366
Lite-On Technology Corp.		861,300		767,546
Mega Financial Holding Co., Ltd.		2,939,040		1,959,946
Quanta Computer, Inc.		693,080		1,119,208
Siliconware Precision Industries Co.*		2,013,000		1,522,993
Ta Chong Bank Ltd.		2,544,000		916,722
Taiwan Semiconductor Manufacturing Co., Ltd.		914,282		1,197,534
Taiwan Semiconductor Manufacturing Co., Ltd. (ADR)		122,871		930,134
United Microelectronics Corp. (ADR) (d)*		347,500		1,216,250
Yuanta Core Pacific Securities Co.*		962,000		676,047
(Cost $16,149,498)				15,116,031
Thailand 5.2%
Bangkok Bank PCL (Foreign Registered)*		829,000		1,938,945
National Finance PCL (Foreign Registered)		1,801,710		522,362
PTT Exploration and Production PCL (Foreign Registered)		86,000		666,293
Siam City Bank PCL (Foreign Registered)		3,086,600		1,579,208
Thai Oil PCL (Foreign Registered)*		96,600		96,212
Thai Olefin PCL (Foreign Registered)*		893,900		1,415,605
Thai Union Frozen Products PCL (Foreign Registered)		2,262,500		1,474,525
(Cost $7,861,527)				7,693,150
Turkey 3.0%
Akbank T.A.S.		180,828,188		817,198
Denizbank AS*		664,489,600		1,300,530
Hurriyet Gazetecilik ve Matbaacilik AS		527,256,700		1,046,272
Turk Ekonomi Bankasi AS		146,566,900		577,702
Turkiye Is Bankasi “C”		184,702,600		765,672
(Cost $4,038,680)				4,507,374
United Kingdom 3.7%
Anglo American PLC		188,992		4,145,086
Lonmin PLC		71,954		1,352,124
(Cost $5,610,209)				5,497,210
Venezuela 1.0%
Compania Anonima Nacional Telefonos de Venezuela (ADR) “D” (Cost $1,213,122)		61,700		1,419,100
Total Common Stocks (Cost $135,888,103)				142,131,860

Preferred Stocks 0.3%
Korea 0.3%


	Shares		Value ($)
Daishin Securities Co., Ltd. (Cost $556,918)		70,900		538,954

Securities Lending Collateral 5.0%
Daily Assets Fund Institutional, 1.80% (e) (f) (Cost $7,338,654)		7,338,654		7,338,654

Cash Equivalents 4.2%
Scudder Cash Management QP Trust, 1.80% (b) (Cost $6,206,277)		6,206,277		6,206,277


	% of Net Assets			Value ($)
Total Investment Portfolio (Cost $149,989,952) (a)		105.4			156,215,745
Other Assets and Liabilities, Net		(5.4	)		(8,011,094	)
Net Assets		100.0			148,204,651


*		Non-income producing security.

(a)		The cost for federal income tax purposes was $150,287,085. At October 31, 2004, net unrealized appreciation for all securities based on tax cost was $5,928,660. This consisted of aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost of $10,546,509 and aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value of $4,617,849.

(b)		Scudder Cash Management QP Trust is managed by Deutsche Investment Management Americas Inc. The rates shown are the annualized seven-day yield at period end.

(c)		The Fund may purchase securities that are subject to legal or contractual restriction on resale (“restricted securities”). Restricted securities are securities which have not been registered with the Securities and Exchange Commission under the Securities Act of 1933. The Fund may be unable to sell a restricted security and it may be more difficult to determine a market value for a restricted security. Moreover, if adverse market conditions were to develop during the period between the Fund’s decision to sell a restricted security and the point at which the Fund is permitted or able to sell such security, the Fund might obtain a price less favorable than the price that prevailed when it decided to sell. This investment practice, therefore, could have the effect of increasing the level of illiquidity of the Fund.

Acquisition

Schedule of Restricted Securities

Dates

Acquisition Cost ($)

Value ($)

Value as a % of Net Assets

International Trading and Investments Holdings SA “B”

December 1996 to June 1997

524,342

1,233,372

0.8


(d)		All or a portion of these securities were on loan (See Notes to Financial Statements). The value of all securities loaned at October 31, 2004 amounted to $7,077,675, which is 4.8% of net assets.

(e)		Daily Assets Fund Institutional, an affiliated fund, is managed by Deutsche Asset Management, Inc. The rate shown is the annualized seven-day yield at period end.

(f)		Represents collateral held in connection with securities lending.

		144A: Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers.

		ADR: American Depositary Receipts.

		GDR: Global Depositary Receipts.

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

Financial Statements

Statement of Assets and Liabilities as of October 31, 2004


Assets

Investments:

Investments in securities, at value (cost $136,445,021) — including $7,077,675 of securities loaned	$	142,670,814
Investment in Daily Assets Fund Institutional (cost $7,338,654)^*		7,338,654
Investment in Scudder Cash Management QP Trust (cost $6,206,277)		6,206,277
Total investments in securities, at value (cost $149,989,952)		156,215,745
Cash		7,909
Foreign currency, at value (cost $96,542)		97,674
Receivable for investments sold		2,117,953
Dividends receivable		217,432
Interest receivable		1,175
Receivable for Fund shares sold		1,088,867
Foreign taxes recoverable		28,611
Due from Advisor		16,511
Other assets		6,144
Total assets		159,798,021
Liabilities
Payable for investments purchased		3,321,610
Payable upon return of securities loaned		7,338,654
Payable for Fund shares redeemed		448,811
Accrued India taxes payable		58,059
Deferred India taxes payable		61,751
Accrued management fee		197,838
Other accrued expenses and payables		166,647
Total liabilities		11,593,370
Net assets, at value	$	148,204,651
Net Assets
Net assets consist of:

Accumulated distributions in excess of net investment income		(252,508	)
Net unrealized appreciation (depreciation) on:

Investments (net of deferred India taxes of $61,751)		6,164,042
Foreign currency related transactions		8,863
Accumulated net realized gain (loss)		(17,547,736	)
Paid-in capital		159,831,990
Net assets, at value	$	148,204,651


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

^*Represents collateral on securities loaned.

Statement of Assets and Liabilities as of October 31, 2004 (continued)


Net Asset Value
Class A

Net Asset Value and redemption price per share ($49,008,217 ÷ 3,139,813 shares of capital stock outstanding, $.01 par value, 50,000,000 shares authorized)	$	15.61
Maximum offering price per share (100 ÷ 94.25 of $15.61)	$	16.56
Class B

Net Asset Value, offering and redemption price (subject to contingent deferred sales charge) per share ($2,319,763 ÷ 152,61		5
shares of capital stock outstanding, $.01 par value, 50,000,000 shares authorized)	$	15.20
Class C

Net Asset Value, offering and redemption price (subject to contingent deferred sales charge) per share ($3,256,002 ÷ 213,80		8
of capital stock outstanding, $.01 par value, 20,000,000 shares authorized)	$	15.23
Class AARP

Net Asset Value, offering and redemption price (a) per share ($4,477,405 ÷ 284,675 shares of capital stock outstanding, $.01 par value, 100,000,000 shares authorized)	$	15.73
Class S

Net Asset Value, offering and redemption price (a) per share ($89,143,264 ÷ 5,672,856 shares of capital stock outstanding, $.01 par value, 100,000,000 shares authorized)	$	15.71


(a)		Redemption price per share for shares held less than one year is equal to net asset value less a 2.00% redemption fee.

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

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

Statement of Operations for the year ended October 31, 2004


Investment Income
Income:

Dividends (net of foreign taxes withheld of $454,011)	$	3,031,385
Interest — Scudder Cash Management QP Trust		32,825
Securities lending income, including income from Daily Assets Fund Institutional		5,811
Total income		3,070,021
Expenses:

Management fee		1,502,621
Distribution service fees		121,427
Administrative fee		287,472
Services to shareholders		156,450
Custodian and accounting fees		234,303
Auditing		59,388
Legal		5,186
Directors’ fees and expenses		6,114
Reports to shareholders		11,016
Registration fees		11,335
Other		17,326
Total expenses before expense reductions		2,412,638
Expense reductions		(169,471	)
Total expenses after expense reductions		2,243,167
Net investment income (loss)		826,854
Realized and Unrealized Gain (Loss) on Investment Transactions
Net realized gain (loss) from:

Investments (including Chilean tax benefit of $561 and net of India taxes of $673,255)		22,535,572
Foreign currency related transactions		(223,579	)
		22,311,993
Net unrealized appreciation (depreciation) during the period on:

Investments (net of deferred India tax credit of $413,591)		(6,161,069	)
Foreign currency related transactions		6,284
		(6,154,785	)
Net gain (loss) on investment transactions		16,157,208
Net increase (decrease) in net assets resulting from operations	$	16,984,062

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

Statement of Changes in Net Assets


	Years Ended October 31,
Increase (Decrease) in Net Assets	2004			2003
Operations:

Net investment income (loss)	$	826,854		$	302,147
Net realized gain (loss) on investment transactions		22,311,993			6,843,433
Net unrealized appreciation (depreciation) on investment transactions during the period		(6,154,785	)		16,924,750
Net increase (decrease) in net assets resulting from operations		16,984,062			24,070,330
Distributions to shareholders from:

Net investment income:

Class A		(30,674	)		—
Class AARP		(8,998	)		—
Class S		(298,201	)		—
Fund share transactions:

Proceeds from shares sold		84,508,509			37,446,900
Reinvestment of distributions		299,059			—
Cost of shares redeemed		(39,491,211	)		(23,064,126	)
Redemption fees		67,059			11,088
Net increase (decrease) in net assets from Fund share transactions		45,383,416			14,393,862
Increase (decrease) in net assets		62,029,605			38,464,192
Net assets at beginning of period		86,175,046			47,710,854
Net assets at end of period (including accumulated distributions in excess of net investment income and undistributed net investment income of $252,508 and $262,228, respectively)	$	148,204,651		$	86,175,046

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

Financial Highlights

Class A


Years Ended October 31,	2004			2003			2002			2001^a
Selected Per Share Data
Net asset value, beginning of period	$	13.25		$	8.69		$	8.28		$	10.25
Income (loss) from investment operations:

Net investment income (loss)^b		.08			.04			(.04	)		(.03	)
Net realized and unrealized gain (loss) on investment transactions		2.29			4.52			.45			(1.95	)
Total from investment operations		2.37			4.56			.41			(1.98	)
Less distributions from:

Net investment income		(.02	)		—			—			—
Redemption fees		.01			—	^***		—	^***		.01
Net asset value, end of period	$	15.61		$	13.25		$	8.69		$	8.28
Total Return (%)^c		18.00	^d		52.47	^d		4.95			(19.22	)^**
Ratios to Average Net Assets and Supplemental Data
Net assets, end of period ($ millions)		49			16			8			.09
Ratio of expenses before expense reductions (%)		2.06			2.19			2.18			2.20	^*
Ratio of expenses after expense reductions (%)		1.99			2.16			2.18			2.20	^*
Ratio of net investment income (loss) (%)		.56			.38			(.57	)		(.86	)^*
Portfolio turnover rate (%)		146			182			115			69


^a		For the period from May 29, 2001 (commencement of operations of Class A shares) to October 31, 2001.

^b		Based on average shares outstanding during the period.

^c		Total return does not reflect the effect of any sales charges.

^d		Total return would have been lower had certain expenses not been reduced.

^*		Annualized

^**		Not annualized

^***		Amount is less than $.005.

Class B


Years Ended October 31,	2004			2003			2002			2001^a
Selected Per Share Data
Net asset value, beginning of period	$	12.98		$	8.58		$	8.25		$	10.25
Income (loss) from investment operations:

Net investment income (loss)^b		(.02	)		(.04	)		(.12	)		(.06	)
Net realized and unrealized gain (loss) on investment transactions		2.23			4.44			.45			(1.95	)
Total from investment operations		2.21			4.40			.33			(2.01	)
Redemption fees		.01			—	^***		—	^***		.01
Net asset value, end of period	$	15.20		$	12.98		$	8.58		$	8.25
Total Return (%)^c		17.10	^d		51.28	^d		4.00			(19.51	)^**
Ratios to Average Net Assets and Supplemental Data
Net assets, end of period ($ millions)		2			2			.64			.03
Ratio of expenses before expense reductions (%)		2.91			2.97			2.98			3.00	^*
Ratio of expenses after expense reductions (%)		2.75			2.93			2.98			3.00	^*
Ratio of net investment income (loss) (%)		(.20	)		(.39	)		(1.37	)		(1.66	)^*
Portfolio turnover rate (%)		146			182			115			69


^a		For the period from May 29, 2001 (commencement of operations of Class B shares) to October 31, 2001.

^b		Based on average shares outstanding during the period.

^c		Total return does not reflect the effect of any sales charges.

^d		Total return would have been lower had certain expenses not been reduced.

^*		Annualized

^**		Not annualized

^***		Amount is less than $.005.

Class C


Years Ended October 31,	2004			2003			2002			2001^a
Selected Per Share Data
Net asset value, beginning of period	$	13.01		$	8.60		$	8.26		$	10.25
Income (loss) from investment operations:

Net investment income (loss)^b		(.02	)		(.04	)		(.12	)		(.06	)
Net realized and unrealized gain (loss) on investment transactions		2.23			4.45			.46			(1.94	)
Total from investment operations		2.21			4.41			.34			(2.00	)
Redemption fees		.01			—	^***		—	^***		.01
Net asset value, end of period	$	15.23		$	13.01		$	8.60		$	8.26
Total Return (%)^c		17.06	^d		51.28	^d		4.12			(19.41	)^**
Ratios to Average Net Assets and Supplemental Data
Net assets, end of period ($ millions)		3			2			1			.01
Ratio of expenses before expense reductions (%)		2.86			2.95			2.96			2.97	^*
Ratio of expenses after expense reductions (%)		2.76			2.92			2.96			2.97	^*
Ratio of net investment income (loss) (%)		(.21	)		(.38	)		(1.35	)		(1.63	)^*
Portfolio turnover rate (%)		146			182			115			69


^a		For the period from May 29, 2001 (commencement of operations of Class C shares) to October 31, 2001.

^b		Based on average shares outstanding during the period.

^c		Total return does not reflect the effect of any sales charges.

^d		Total return would have been lower had certain expenses not been reduced.

^*		Annualized

^**		Not annualized

^***		Amount is less than $.005.

Class AARP


Years Ended October 31,	2004			2003			2002			2001			2000^a
Selected Per Share Data
Net asset value, beginning of period	$	13.36		$	8.73		$	8.30		$	11.11		$	11.69
Income (loss) from investment operations:

Net investment income (loss)^b		.11			.06			(.03	)		(.01	)		(.02	)
Net realized and unrealized gain (loss) on investment transactions		2.31			4.57			.46			(2.81	)		(.56	)
Total from investment operations		2.42			4.63			.43			(2.82	)		(.58	)
Less distributions from:

Net investment income		(.06	)		—			—			—			—
Redemption fees		.01			—	^***		—	^***		.01			—
Net asset value, end of period	$	15.73		$	13.36		$	8.73		$	8.30		$	11.11
Total Return (%)		18.24	^c		53.04	^c		5.18			(25.29	)		(4.96	)^d**
Ratios to Average Net Assets and Supplemental Data
Net assets, end of period ($ millions)		4			2			.45			.15			.07
Ratio of expenses before expense reductions (%)		1.91			1.92			1.91			1.91			1.90	^*
Ratio of expenses after expense reductions (%)		1.76			1.90			1.91			1.91			1.90	^*
Ratio of net investment income (loss) (%)		.79			.64			(.30	)		(.05	)		(.13	)^**
Portfolio turnover rate (%)		146			182			115			69			42


^a For the period from October 2, 2000 (commencement of operations of Class AARP shares) to October 31, 2000.

^b Based on average shares outstanding during the period.

^c Total return would have been lower had certain expenses not been reduced.

^d Shareholders redeeming shares held less than one year will have a lower total return due to the effect of the 2% redemption fee.

^* Annualized

^** Not annualized

^*** Amount is less than $.005.

Class S


Years Ended October 31,	2004			2003			2002			2001			2000
Selected Per Share Data
Net asset value, beginning of period	$	13.34		$	8.73		$	8.29		$	11.11		$	11.75
Income (loss) from investment operations:

Net investment income (loss)^a		.11			.07			(.03	)		(.01	)		(.11	)
Net realized and unrealized gain (loss) on investment transactions		2.31			4.54			.47			(2.82	)		(.54	)^b
Total from investment operations		2.42			4.61			.44			(2.83	)		(.65	)
Less distributions from:

Net investment income		(.06	)		—			—			—			—
Redemption fees		.01			—	^***		—	^***		.01			.01
Net asset value, end of period	$	15.71		$	13.34		$	8.73		$	8.29		$	11.11
Total Return (%)		18.34	^c		52.81	^c		5.31			(25.38	)		(5.45	)^c
Ratios to Average Net Assets and Supplemental Data
Net assets, end of period ($ millions)		89			65			38			42			71
Ratio of expenses before expense reductions (%)		1.93			1.92			1.91			1.91			2.66	^d
Ratio of expenses after expense reductions (%)		1.76			1.90			1.91			1.91			2.30	^d
Ratio of net investment income (loss) (%)		.79			.64			(.30	)		(.05	)		(.87	)
Portfolio turnover rate (%)		146			182			115			69			42

^a Based on average shares outstanding during the period.

^b Because of the timing of subscriptions and redemptions in relation to fluctuating markets at value, the amount shown may not agree with the change in aggregate gains and losses.

^c Total return would have been lower had certain expenses not been reduced.

^d The ratios of operating expenses excluding costs incurred in connection with a fund complex reorganization before and after expense reduction were 2.56% and 2.23%, respectively.

^*** Amount is less than $.005.

Notes to Financial Statements

A. Significant Accounting Policies

Scudder Emerging Markets Growth Fund (the “Fund”) is a diversified series of Scudder International Fund, Inc. (the “Corporation”), 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 Maryland Corporation. Prior to July 12, 2004, the Fund was non-diversified. The Fund offers multiple classes of shares which provide investors with different purchase options. Class A shares are offered to investors subject to an initial sales charge. Class B shares are offered without an initial sales charge but are subject to higher ongoing expenses than Class A shares and a contingent deferred sales charge payable upon certain redemptions. Class B shares automatically convert to Class A shares six years after issuance. Class C shares are offered without an initial sales charge but are subject to higher ongoing expenses than Class A shares and a contingent deferred sales charge payable upon certain redemptions within one year of purchase. Prior to March 1, 2004, Class C shares were offered with an initial sales charge. Class C shares do not convert into another class. Shares of Class AARP are designed for members of AARP. Class AARP and S shares are not subject to initial or contingent deferred sales charges. After December 31, 2004, Class S shares will no longer be available to new investors except under certain circumstances. For a complete list of investors that may continue to purchase Class S shares after December 31, 2004, please refer to the Fund’s Statement of Additional Information.

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 all classes of shares, except that each class bears certain expenses unique to that class such as distribution service fees, administrative fees, services to shareholders and certain other class-specific expenses. Differences in class-level expenses may result in payment of different per share dividends by class. All shares of the Fund have equal rights with respect to voting subject to class-specific arrangements.

trading account in an affiliated money market fund pursuant to Exemptive Orders issued by the SEC. The Fund receives compensation for lending its securities either in the form of fees or by earning interest on invested cash collateral net of fees paid to a lending agent. Either the Fund or the borrower may terminate the loan. The Fund is subject to all investment risks associated with the value of any cash collateral received, including, but not limited to, interest rate, credit and liquidity risk associated with such investments.

Options. An option contract is a contract in which the writer of the option grants the buyer of the option the right to purchase from (call option), or sell to (put option), the writer a designated instrument at a specified price within a specified period of time. Certain options, including options on indices, will require cash settlement by the Fund if the option is exercised. The Fund may enter into option contracts in order to hedge against potential adverse price movements in the value of portfolio assets; as a temporary substitute for selling selected investments; to lock in the purchase price of a security or currency which it expects to purchase in the near future; as a temporary substitute for purchasing selected investments; and to enhance potential gain.

The liability representing the Fund’s obligation under an exchange traded written option or investment in a purchased option is valued at the last sale price or, in the absence of a sale, the mean between the closing bid and asked prices or at the most recent asked price (bid for purchased options) if no bid and asked prices are available. Over-the-counter written or purchased options are valued using dealer supplied quotations. Gain or loss is recognized when the option contract expires or is closed.

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

to facilitate transactions in foreign currency denominated securities. The Fund may also engage in forward currency contracts for non-hedging purposes.

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.

At October 31, 2004, the Fund’s components of distributable earnings (accumulated losses) on a tax-basis were as follows:


Undistributed ordinary income*	$	—
Undistributed net long-term capital gains	$	—
Capital loss carryforwards	$	(17,449,000	)
Net unrealized appreciation (depreciation) on investments	$	5,928,660

In addition, the tax character of distributions paid to shareholders by the Fund is summarized as follows:


	Years Ended October 31,
	2004		2003
Distributed from ordinary income*	$	337,873	$	—


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

Redemption Fees. Upon the redemption or exchange of shares held by Class AARP and S shareholders for less than one year, a fee of 2% of the current net asset value of the shares will be assessed and retained by the Fund for the benefit of the remaining shareholders. The redemption fee is accounted for as an addition to paid-in capital.

B. Purchases and Sales of Securities

During the year ended October 31, 2004, purchases and sales of investment securities (excluding short-term investments) aggregated $213,207,629 and $171,696,145, respectively.

C. Related Parties

Management Agreement. Under the Management Agreement with Deutsche Investment Management Americas Inc. (“DeIM” or the “Advisor”), a wholly owned subsidiary of Deutsche Bank AG, 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 1.25% of the first $500,000,000 of the Fund’s average daily net assets and 1.20% of such net assets in excess of $500,000,000 computed and accrued daily and payable monthly. Accordingly, for the year ended October 31, 2004, the fee pursuant to the Management Agreement was equivalent to an annual effective rate of 1.25% of the Fund’s average daily net assets.

In addition, for the year ended October 31, 2004, the Advisor agreed to reimburse the Fund $1,229, which represents a portion of the fee savings expected to be realized by the Advisor related to the

outsourcing by the Advisor of certain administrative services to an unaffiliated service provider.

Administrative Fee. Under the Administrative Agreement, the Advisor provided or paid 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) such as transfer agent, custody, legal and audit, in exchange for the payment by each class of the Fund of an administrative services fee (the “Administrative Fee”) of 0.675%, 0.725%, 0.700%, 0.650% and 0.650% of the average daily net assets for Class A, B, C, AARP and S shares, respectively, computed and accrued daily and payable monthly.

The Administrative Agreement between the Advisor and the Fund terminated March 31, 2004, and effective April 1, 2004, the Fund directly bears the cost of those expenses formerly covered under the Administrative Agreement.

For the period November 1, 2003 through March 31, 2004, the Administrative Fee was as follows:


Administrative Fee	Total Aggregated		Waived
Class A	$	60,779	$	15,158
Class B		7,303		2,218
Class C		7,235		1,974
Class AARP		8,103		1,661
Class S		204,052		45,604
	$	287,472	$	66,615

Effective October 1, 2003 through September 30, 2005, the Advisor has contractually agreed to waive a portion of its Administrative Fee (through March 31, 2004), or all or a portion of its management fee and reimburse or pay certain operating expenses of the Fund to the extent necessary to maintain the operating expenses of each class at 1.75% of average daily net assets for Class A, B, C, AARP and S shares (excluding certain expenses such as extraordinary expenses, taxes, brokerage, interest, Rule 12b-1 distribution and/or service fees, directors and directors’ counsel fees, and organizational and offering expenses).

Service Provider Fees. Scudder Investments Service Company (“SISC”), an affiliate of the Advisor, is the transfer, shareholder service and dividend-paying agent for Class A, B and C shares of the Fund. Scudder Service Corporation (“SSC”), a subsidiary of the Advisor, is the transfer, shareholder service and dividend-paying agent for Class AARP and S shares of the Fund. Pursuant to a sub-transfer agency agreement among SISC, SSC and DST Systems, Inc. (“DST”), SISC and SSC have delegated certain transfer agent and dividend paying agent functions to DST. The costs and expenses of such delegation are borne by SISC and SSC, not by the Fund. For the period April 1, 2004 through October 31, 2004, the amounts charged to the Fund by SISC and SSC were as follows:


Services to Shareholders	Total Aggregated		Waived		Unpaid at October 31, 2004
Class A	$	21,333	$	5,995	$	4,850
Class B		2,309		1,591		—
Class C		1,846		846		198
Class AARP		5,677		4,365		—
Class S		101,497		88,830		—
	$	132,662	$	101,627	$	5,048

Scudder Fund Accounting Corporation (“SFAC”), an affiliate of the Advisor, is responsible for computing the daily net asset value per share and maintaining the portfolio and general accounting records of the Fund. SFAC has retained State Street Bank and Trust Company to provide certain administrative, fund accounting and record-keeping services to the Fund. For the period April 1, 2004 through October 31, 2004, the amount charged to the Fund by SFAC for accounting services aggregated $67,783, of which $26,784 is unpaid at October 31, 2004.

Prior to April 1, 2004, the service provider fees outlined above were paid by the Advisor in accordance with the Administrative Agreement.

Distribution Service Agreement . Under the Distribution Service Agreement, in accordance with Rule 12b-1 under the 1940 Act, Scudder Distributors, Inc. (“SDI”), a subsidiary of the Advisor, receives a fee (“Distribution Fee”) of 0.75% of average daily net assets of Class B and C shares. Pursuant to the agreement, SDI enters into related selling group agreements with various firms at various rates for sales of Class B and C shares. For the year ended October 31, 2004, the Distribution Fee was as follows:


Distribution Fee	Total Aggregated		Unpaid at October 31, 2004
Class B	$	17,986	$	1,494
Class C		20,715		1,930
	$	38,701	$	3,424

In addition, SDI provides information and administrative services (“Service Fee”) to Class A, B and C shareholders at an annual rate of up to 0.25% of average daily net assets for each such class. SDI in turn has various agreements with financial services firms that provide these services and pays these fees based upon the assets of shareholder accounts the firms service. For the year ended October 31, 2004, the Service Fee was as follows:


Service Fee	Total Aggregated		Unpaid at October 31, 2004		Annual Effective Rate
Class A	$	69,950	$	18,066		.23	%
Class B		5,871		791		.24	%
Class C		6,905		1,392		.25	%
	$	82,726	$	20,249

Underwriting Agreement and Contingent Deferred Sales Charge. SDI is the principal underwriter for the Fund. Underwriting commissions paid in connection with the distribution of Class A and C shares for the year ended October 31, 2004, aggregated $5,993 and $38, respectively.

In addition, SDI receives any contingent deferred sales charge (“CDSC”) from Class B share redemptions occurring within six years of purchase and Class C share redemptions occurring within one year of purchase. There is no such charge upon redemption of any share appreciation or reinvested dividends. The CDSC is based on declining rates ranging from 4% to 1% for Class B and 1% for Class C, of the value of the shares redeemed. For the year ended October 31, 2004, the CDSC for Class B and C shares aggregated $16,611 and $1,448 respectively.

Directors’ Fees and Expenses. The Fund pays each Director not affiliated with the Advisor retainer fees plus specified amounts for attended board and committee meetings.

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.

D. Investing in Emerging Markets

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, 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 25 percent of its net assets under the agreement.

F. Share Transactions

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


	Year Ended October 31, 2004				Year Ended October 31, 2003
	Shares		Dollars		Shares		Dollars
Shares sold
Class A		3,172,911	$	47,353,581		1,094,287	$	11,956,986
Class B		226,550		3,262,299		291,362		2,988,072
Class C		156,770		2,308,886		59,236		623,083
Class AARP		233,962		3,508,465		112,032		1,294,349
Class S		1,880,963		28,075,278		1,829,572		20,584,410
			$	84,508,509			$	37,446,900
Shares issued to shareholders in reinvestment of dividends
Class A		1,612	$	22,426		—	$	—
Class AARP		621		8,692		—		—
Class S		19,166		267,941		—		—
			$	299,059			$	—


	Year Ended October 31, 2004						Year Ended October 31, 2003
	Shares			Dollars			Shares			Dollars
Shares redeemed
Class A		(1,225,914	)	$	(18,148,741	)		(836,761	)	$	(8,347,941	)
Class B		(214,310	)		(3,074,388	)		(225,920	)		(2,139,815	)
Class C		(89,801	)		(1,249,528	)		(22,522	)		(216,424	)
Class AARP		(95,299	)		(1,405,720	)		(18,625	)		(185,160	)
Class S		(1,077,344	)		(15,612,834	)		(1,282,748	)		(12,174,786	)
				$	(39,491,211	)				$	(23,064,126	)
Redemption fees				$	67,059					$	11,088
Net increase (decrease)
Class A		1,948,609		$	29,227,266			257,526		$	3,609,045
Class B		12,240			187,911			65,442			848,257
Class C		66,969			1,059,358			36,714			406,659
Class AARP		139,284			2,133,614			93,407			1,111,191
Class S		822,785			12,775,267			546,824			8,418,710
				$	45,383,416					$	14,393,862

G. Regulatory Matters and Litigation

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Scudder International Fund, Inc. and the Shareholders of Scudder Emerging Markets Growth 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 Emerging Markets Growth Fund (the “Fund”) at October 31, 2004, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards 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 October 31, 2004 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

Boston, Massachusetts PricewaterhouseCoopers LLP
December 28, 2004

Tax Information (Unaudited)

The Fund paid foreign taxes of $1,069,207 and earned $1,266,071 of foreign source income during the year ended October 31, 2004. Pursuant to Section 853 of the Internal Revenue Code, the Fund designates $.17 per share as foreign taxes paid and $.20 per share as income earned from foreign sources for the year ended October 31, 2004.

For federal income tax purposes, the Fund designates approximately $3,399,655, or the maximum amount allowable under tax law, as qualified dividend income.

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.

Directors and Officers

The following table presents certain information regarding the Directors and Officers of the fund as of October 31, 2004. Each individual’s year of birth 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 Director is c/o Dawn-Marie Driscoll, PO Box 100176, Cape Coral, FL 33904. Unless otherwise indicated, the address of each Officer is Two International Place, Boston, Massachusetts 02110. The term of office for each Director is until the next meeting of shareholders called for the purpose of electing Directors and until the election and qualification of a successor, or until such Director sooner dies, resigns, retires or is removed as provided in the governing documents of the fund. Because the fund does not hold an annual meeting of shareholders, each Director will hold office for an indeterminate period. The Directors of the Corporation may also serve in similar capacities with other funds in the fund complex.


Independent Directors

Name, Year of
Birth, Position(s)		Number of
Held with the Fund		Funds in Fund
and Length of Time	Principal Occupation(s) During Past 5 Years and	Complex
Served¹	Other Directorships Held	Overseen
Dawn-Marie Driscoll (1946) Chairman, 2004-present Director, 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		48

Henry P. Becton, Jr. (1943) Director, 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		48

Keith R. Fox (1954) Director, 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)		48

Louis E. Levy (1932) Director, 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)		48

Jean Gleason Stromberg (1943) Director, 1999-present	Retired. Formerly, Consultant (1997-2001); Director, US 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.		48

Jean C. Tempel (1943) Director, 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); United Way of Mass Bay; The Commonwealth Institute (supports women entrepreneurs). Trusteeships: Connecticut College, Vice Chair of Board, Chair, Finance Committee; Northeastern University, Vice Chair of Finance Committee, Chair, Funds and Endowment Committee		48

Carl W. Vogt (1936) Director, 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		48


Officers²

Name, Year of Birth,
Position(s) Held with
the Fund and Length of		Principal Occupation(s) During Past 5 Years and
Time Served¹		Other Directorships Held
Julian F. Sluyters³ (1960) President and Chief Executive Officer, 2004-present		Managing Director, Deutsche Asset Management (since May 2004); President and Chief Executive Officer of The Germany Fund, Inc., The New Germany Fund, Inc., The Central Europe and Russia Fund, Inc., The Brazil Fund, Inc., The Korea Fund, Inc., Scudder Global High Income Fund, Inc. and Scudder New Asia Fund, Inc. (since May 2004); President and Chief Executive Officer, UBS Fund Services (2001-2003); Chief Administrative Officer (1998-2001) and Senior Vice President and Director of Mutual Fund Operations (1991-1998) UBS Global Asset Management

John Millette (1962)		Director, Deutsche Asset Management
Vice President and Secretary, 1999-present

Kenneth Murphy (1963)		Vice President, Deutsche Asset Management (2000-present); formerly, Director, John Hancock Signature Services (1992-2000)
Vice President, 2002-present

Paul H. Schubert³ (1963) Chief Financial Officer, 2004-present		Managing Director, Deutsche Asset Management (since July 2004); formerly, Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family of Funds at UBS Global Asset Management (1994-2004)

Charles A. Rizzo (1957) Treasurer, 2002-present		Managing Director, Deutsche Asset Management (since April 2004); formerly, Director, Deutsche Asset Management (April 2000-March 2004); 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)

Lisa Hertz³ (1970) Assistant Secretary, 2003-present		Assistant Vice President, Deutsche Asset Management

Daniel O. Hirsch⁴(1954) 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)

Caroline Pearson (1962) Assistant Secretary, 1997-present		Managing Director, Deutsche Asset Management

Kevin M. Gay (1959)		Vice President, Deutsche Asset Management
Assistant Treasurer, 2004-present

Salvatore Schiavone (1965) Assistant Treasurer, 2003-present		Director, Deutsche Asset Management

Kathleen Sullivan D’Eramo (1957) Assistant Treasurer, 2003-present		Director, Deutsche Asset Management


¹		Length of time served represents the date that each Director was first elected to the common board of Directors which oversees a number of investment companies, including the fund, managed by the Advisor. For the Officers of the fund, the 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 Directors.

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. Interested persons receive no compensation from the funds.

³		Address: 345 Park Avenue, New York, New York

⁴		Address: One South Street, Baltimore, Maryland

The fund’s Statement of Additional Information (“SAI”) includes additional information about the Directors. 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: 1-800-621-1048.

Account Management Resources

For shareholders of Classes A, B and C


Automated		ScudderACCESS (800) 972-3060
Information Lines
		Personalized account information, information on other Scudder funds and services via touchtone telephone and for Classes A, B, and C only, the ability to exchange or redeem shares.

Web Site		scudder.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		(800) 621-1048
Information
		To speak with a Scudder service representative.

Written		Scudder Investments
Correspondence		PO Box 219356
		Kansas City, MO 64121-9356

Proxy Voting		A description of the fund’s policies and procedures for voting proxies for portfolio securities and information about how the fund voted proxies related to its portfolio securities during the 12-month period ended June 30 is available on our Web site — scudder.com (type “proxy voting” in the search field) — or on the SEC’s Web site — www.sec.gov. To obtain a written copy of the fund’s policies and procedures without charge, upon request, call us toll free at (800) 621-1048.

Principal		If you have questions, comments or complaints, contact:
Underwriter

		Scudder Distributors, Inc.

		222 South Riverside Plaza
		Chicago, IL 60606-5808

		(800) 621-1148


	Class A	Class B	Class C
Nasdaq Symbol	SEKAX	SEKBX	SEKCX
CUSIP Number	811165-760	811165-752	811165-745
Fund Number	479	679	779


	AARP Investment Program Shareholders	Scudder Class S Shareholders
Automated	Easy-Access Line	SAILTM
Information Lines

	(800) 631-4636	(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	(800) 253-2277	(800) SCUDDER
Information

	To speak with an AARP Investment Program service representative.	To speak with a Scudder service representative.

Written
Correspondence	AARP Investment Program from Scudder Investments	Scudder Investments

	PO Box 219735	PO Box 219669
	Kansas City, MO 64121-9735	Kansas City, MO 64121-9669

Proxy Voting	A description of the fund’s policies and procedures for voting proxies for portfolio securities and information about how the fund voted proxies related to its portfolio securities during the 12-month period ended June 30 is available on our Web sites — aarp.scudder.com or myScudder.com (type “proxy voting” in the search field) — or on the SEC’s Web site — www.sec.gov. To obtain a written copy of the fund’s policies and procedures without charge, upon request, call your service representative.

Principal	If you have questions, comments or complaints, contact:
Underwriter

	Scudder Distributors, Inc.

	222 South Riverside Plaza
	Chicago, IL 60606-5808

	(800) 621-1148

	Class AARP	Class S
Nasdaq Symbol	SEMMX	SEMGX
Fund Number	179	079

Notes


[GIF TO COME]		[GIF TO COME]

ITEM 2. CODE OF ETHICS.

As of the end of the period, October 31, 2004, Scudder International Fund, Inc. has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its Principal Executive Officer and Principal Financial Officer.

There have been no amendments to, or waivers from, a provision of the code of ethics during the period covered by this report that would require disclosure under Item 2.

A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The Funds’ audit committee is comprised solely of trustees who are “independent” (as such term has been defined by the Securities and Exchange Commission (“SEC”) in regulations implementing Section 407 of the Sarbanes-Oxley Act (the “Regulations”)). The Funds’ Board of Trustees has determined that there are several “audit committee financial experts” serving on the Funds’ audit committee. The Board has determined that Louis E. Levy, the chair of the Funds’ audit committee, qualifies as an “audit committee financial expert” (as such term has been defined by the Regulations) based on its review of Mr. Levy’s pertinent experience and education. The SEC has stated that the designation or identification of a person as an audit committee financial expert pursuant to this Item 3 of Form N-CSR does not impose on such person any duties, obligations or liability that are greater than the duties, obligations and liability imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification. In accordance with New York Stock Exchange requirements, the Board believes that all members of the Funds’ audit

committee are financially literate, as such qualification is interpreted by the Board in its business judgment, and that at least one member of the audit committee has accounting or related financial management expertise.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

SCUDDER EMERGING MARKETS GROWTH FUND
FORM N-CSR DISCLOSURE RE: AUDIT FEES

The following table shows the amount of fees that PricewaterhouseCoopers, LLP (“PWC”), the Fund’s auditor, billed to the Fund during the Fund’s last two fiscal years. For engagements with PWC entered into on or after May 6, 2003, the Audit Committee approved in advance all audit services and non-audit services that PWC provided to the Fund.

The Audit Committee has delegated certain pre-approval responsibilities to its Chairman (or, in his absence, any other member of the Audit Committee).

Services that the Fund’s Auditor Billed to the Fund


Fiscal Year	Audit Fees		Audit-Related		Tax Fees		All Other
Ended	Billed		Fees Billed		Billed to		Fees Billed
October 31,	to Fund		to Fund		Fund		to Fund
2004	$	104,600	$	185	$	8,800	$	0
2003	$	92,000	$	1,205	$	8,400	$	0

The above “Tax Fees” were billed for professional services rendered for tax compliance and tax return preparation.

Services that the Fund’s Auditor Billed to the Adviser and
Affiliated Fund Service Providers

The following table shows the amount of fees billed by PWC to Deutsche Investment Management Americas, Inc. (“DeIM” or the “Adviser”), and any entity controlling, controlled by or under common control with DeIM (“Control Affiliate”) that provides ongoing services to the Fund (“Affiliated Fund Service Provider”), for engagements directly related to the Fund’s operations and financial reporting, during the Fund’s last two fiscal years.

Audit-Related

Tax Fees

All Other

Fees Billed

Billed to

Fees Billed

Fiscal

to Adviser and

Adviser and

to Adviser and

Year

Affiliated

Ended

Fund Service

October 31,

Providers

2004

453,907

2003

662,457

50,000

The “Audit-Related Fees” were billed for services in connection with the assessment of internal controls, agreed-upon procedures and additional related

procedures.

Non-Audit Services

The following table shows the amount of fees that PWC billed during the Fund’s last two fiscal years for non-audit services. For engagements entered into on or after May 6, 2003, the Audit Committee pre-approved all non-audit services that PWC provided to the Adviser and any Affiliated Fund Service Provider that related directly to the Fund’s operations and financial reporting. The Audit Committee requested and received information from PWC about any non-audit services that PWC rendered during the Fund’s last fiscal year to the Adviser and any Affiliated Fund Service Provider. The Committee considered this information in evaluating PWC’s independence.

Total Non-Audit

Fees billed to

Total

Adviser and

Non-Audit Fees

Affiliated Fund

billed to

Servicer Providers

Adviser and

(engagements related

Affiliated

Total

directly to the

Fund Service

Fiscal

Non-Audit

operations and

Providers

Year

Fees Billed

financial reporting

(all other

Total of

Ended

to Fund

of the Fund)

engagements)

(A), (B)

October 31,

(A)

(B)

(C)

and (C)

2004

8,800

1,153,767

1,162,567

2003

8,400

50,000

4,947,177

5,005,577

All other engagement fees were billed for services in connection with risk management, tax services and process improvement/integration initiatives for DeIM and other related entities that provide support for the operations of the fund.


ITEM 5.		AUDIT COMMITTEE OF LISTED REGISTRANTS

		Not Applicable

ITEM 6.		SCHEDULE OF INVESTMENTS

		Not Applicable

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

		Not Applicable

ITEM 8.		PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS


		Not Applicable.

ITEM 9.		SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

ITEM 10. CONTROLS AND PROCEDURES.

ITEM 11. EXHIBITS.


(a)(1)		Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.


(a)(2)		Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.


(b)		Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

Form N—CSR Item F

SIGNATURES


Registrant:		Scudder Emerging Markets Growth Fund

By:		/s/Julian Sluyters

		Julian Sluyters
		Chief Executive Officer

Date:		January 4, 2005


Registrant:		Scudder Emerging Markets Growth Fund

By:		/s/Julian Sluyters

		Julian Sluyters Chief Executive Officer

Date:		January 4, 2005

By:		/s/Paul Schubert

		Paul Schubert Chief Financial Officer

Date:		January 4, 2005

“Semiannual Report for Scudder New Asia Fund, Inc. to be provided by pre-effective amendment.”

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM N-CSR

Investment Company Act file number 811-4789

SCUDDER NEW ASIA FUND, INC.

(Exact Name of Registrant as Specified in Charter)

345 Park Avenue, New York, NY 10154

(Address of Principal Executive Offices) (Zip Code)

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

Salvatore Schiavone
Two International Place
Boston, Massachusetts 02110

(Name and Address of Agent for Service)

Date of fiscal year end: 12/31

Date of reporting period: 12/31/04

ITEM 1. REPORT TO STOCKHOLDERS

SCUDDER

FUND, INC.

Annual Report to Stockholders

December 31, 2004

A closed-end investment company seeking long-term capital appreciation through investment primarily in the equity securities of Asian companies.

(GIF TO COME) Scudder New Asia Fund, Inc.

Investment Objective and Policies

long-term capital appreciation through investment primarily in the equity securities of Asian companies

Investment Characteristics

a closed-end investment company investing in a broad spectrum of Asian companies and industries

a vehicle for international diversification through participation in Asian stock markets

(GIF TO COME) General Information


Executive Offices		Scudder New Asia Fund, Inc. 345 Park Avenue New York, NY 10154

Automated Information Line		Scudder Closed-End Fund Info Line 1-800-349-4281

Web Site		www.ScudderNewAsia.com or visit our Direct Link: www.CEF.Scudder.com Obtain monthly fact sheets, financial reports, press releases and webcasts when available.

Transfer Agent and Registrar		Scudder Investments Service Company P.O. Box 219066 Kansas City, MO 64121-9066 For account information: 1-800-294-4366

Dividend Reinvestment Plan Agent		UMB Bank, N.A.

Legal Counsel		Dechert LLP

Custodian		Brown Brothers Harriman & Co.

Independent Registered Public Accounting Firm		PricewaterhouseCoopers LLP

New York Stock Exchange Symbol — SAF

(GIF TO COME) Contents

4 Portfolio Management Review

11 Other Information

15 Investment Summary

17 Portfolio Summary

19 Investment Portfolio

23 Financial Statements

26 Financial Highlights

27 Notes to Financial Statements

32 Report of Independent Registered Public Accounting Firm

33 Tax Information

35 Dividend Reinvestment and Cash Purchase Plan

39 Stockholder Meeting Results

40 Directors and Officers

Investments in funds involve risks. The fund focuses its investments in certain geographical regions, thereby increasing its vulnerability to developments in that region. Investing in foreign securities presents certain unique risks not associated with domestic investments, such as currency fluctuation and political and economic changes and market risks. This may result in greater share price volatility. Shares of closed-end funds frequently trade at a discount to net asset value. The price of the fund’s shares is determined by a number of factors, several of which are beyond the control of the fund. Therefore, the fund cannot predict whether its shares will trade at, below or above net asset value.

This report is sent to the stockholders of Scudder New Asia Fund, Inc. for their information. It is not a prospectus, circular, or representation intended for use in the purchase or sale of shares of the fund or of any securities mentioned in the report.

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.

(GIF TO COME) Portfolio Management Review

In the following interview, Lead Portfolio Manager Terrence Gray discusses the market environment, fund performance and his strategy in managing Scudder New Asia Fund during the 12-month period ended December 31, 2004.

Q: Asian stocks performed well in 2004. What were some of the causes for this rally?

A: Amid a positive environment for stock markets worldwide, Asian equities outperformed as investors sought to take advantage of the wealth of fast-growing, reasonably valued companies in the region. The Asian markets were helped by several factors, including robust global growth, continued strength in US consumption trends and ample liquidity in the global financial markets (which fueled investors’ appetites for risk). Dollar-based investors also benefited from the strength of Asian currencies in relation to the US dollar. These factors helped propel the fund’s benchmark — a blend of the MSCI All-Country Asia Free ex Japan Index (75%) and the MSCI Japan Index (25%) — to a return of 15.16%.* In comparison, the broader MSCI World Index — an unmanaged, capitalization-weighted measure of global stock markets, including the US, Canada, Europe, Australia and the Far East — returned 14.72%. Indonesia was the region’s best performing market with a gain of 50.64%, while Thailand was the worst performer with a loss of 1.24%.¹


*		Effective October 6, 2004 the MSCI All-Country Asia Free ex Japan Index and the MSCI Japan Index replaced the MSCI World Index as the fund’s benchmark because the manager believes the MSCI All-Country Asia Free ex Japan Index and the MSCI Japan Index are more representative of markets in which the fund invests and better represent the fund’s objectives.

¹		The MSCI All-Country Asia Free ex Japan Index is an unmanaged, capitalization-weighted measure of stock markets in the Asia region, minus Japan. The MSCI Japan Index is an unmanaged, capitalization-weighted measure of the Japanese stock market.

The MSCI World Index is an unmanaged, capitalization-weighted measure of global markets including the US, Canada, Europe, Australia and the Far East.

MSCI indices are calculated using closing local market prices and convert to US dollars using the London close foreign exchange rates.

Index returns assume reinvestment of all dividends, and unlike fund returns, do not reflect any fees or expenses. It is not possible to invest directly in an index.

While the Asian markets produced favorable results in 2004, market volatility was quite high. Investors had to contend with the emergence of the Asian bird flu early in the year, as well as concerns during the second quarter that the steps being taken by the Chinese government to cool growth in the country would result in a “hard landing.” Both of these issues led to short-term downturns in the markets during the first half of the year, but in both cases the sell-offs proved overdone. Stock prices subsequently rebounded and delivered hearty returns in the second half of the year.

In December, of course, the Asian countries on the Indian Ocean were hit by the devastating tsunami. While a horrific human tragedy, this event is unlikely to have a substantial economic impact due to the huge international relief effort and the debt relief provided to some of the affected countries. We do not expect any substantial effect on growth for the countries not directly affected. Even for those that were, we anticipate that Gross Domestic Product (GDP) growth should only take a hit of between a quarter to half a percent.

Q: How did the fund perform?

A: The fund’s net asset value (NAV) total return was 10.81% during the 12-month period ended December 31, 2004, while its share price — quoted on the NYSE — returned 3.66% to close at $14.83 per share, representing a discount of 13.17% to NAV.

The primary reason for the fund’s underperformance relative to the benchmark was its large weighting in smaller companies, which — as a group — underperformed larger companies in 2004. This was due largely to the fact that since small-caps are seen as being a higher-risk asset class, the group was disproportionately hurt when the markets fell during the second quarter. Small-caps rebounded during the subsequent recovery in stock prices, but not enough to make up the shortfall from earlier in the year.

Even though smaller stocks underperformed in 2004, we remain committed to looking for opportunities in that area of the market. We believe the asset class is home to an abundance of undiscovered, undervalued and fast-growing companies. Given that we invest for the long term, we can be patient during periods of underperformance. An example of a successful small-cap holding is Chiyoda Corp., the Japanese maker of liquid natural gas containers that has been among the top five individual performers in the fund for three consecutive years. We also generated a strong return through our holding in Midland Realty Holdings Ltd., the Hong Kong realtor that has taken advantage of the recovery in the region’s secondary real estate market. We believe our success with these stocks illustrates the importance of taking a buy-and-hold approach to Asian small-caps.

On the positive side, performance was helped by our underweight position in the underperforming Japanese market. Our selection in Japan was also strong, as the fund benefited from investments in Chiyoda, AEON Mall Co. Ltd., Mizuho Financial Corp. and Sumitomo Realty Development Co., Ltd. In general, however, we are finding valuations to be more compelling elsewhere in the region. (As of December 31, 2004, the position in Mizuho Financial Corp. was sold.)

Q: The fund’s weighting in technology increased during the second half of the year. Why?

A: We have recently increased the fund’s weighting in technology stocks, particularly in Korea and Taiwan. The tech sector performed poorly in 2004, and we believe the current valuation level of many companies is based on an overly pessimistic outlook for 2005. In fact, many tech stocks are now yielding in the 4-5% range. While valuations would indicate that the year ahead will be a poor one for technology spending, we think the environment will in fact be very reasonable against a backdrop of continued global growth. Stocks we have added in Taiwan include the large-cap semiconductor foundries Taiwan Semiconductor Manufacturing Co., Ltd. and AU Optronics Corp. (ADR).

In Korea, we have added the small-cap stock SFA Engineering Corp., a leading supplier of flat panel display and semiconductor manufacturing equipment and logistics systems. Formerly part of the Samsung Group, the company has obtained the bulk of its orders from Samsung-related companies, forcing management to quickly climb the technology learning curve and offer competitive pricing. The company has eclipsed Japanese manufacturers as the top supplier in many product areas because it is able to sell its products at 15-20% discounts. Product quality and solid execution have enabled management to broaden customer diversification with recent wins in China, Japan and Taiwan. Given its product stability, SFA is moving into new areas of the liquid crystal display (LCD) manufacturing process — a key growth area given the launch of several new manufacturing plants. The company has weak analyst coverage and is poorly understood by the market, which we view as a distinct positive.

We also added Seoul Semiconductor Co., Ltd., a value-added white LED (light emitting diode) manufacturer. The high-brightness LED market is expected to experience rapid growth in the next five years. The company’s product portfolio, which has been dominated by handset applications, will broaden to include illumination, residential lights, and displays (LCD TVs). We expect that product diversification, increasing market share and higher value-added products will drive the company’s earnings growth in 2005.

Q: Has there been any change in your approach to China?

A: We continue to look for ways to take advantage of the China growth story. During 2004, we invested in basic materials companies that were capitalizing on rising demand from China. We trimmed this weighting as the stocks appreciated, but we will again be looking for opportunities in the sector in 2005. We have generally avoided investing in China directly and have instead looked for investments in companies in Taiwan, Hong Kong and Japan that are selling to China. For instance, the fund owns Tosoh Corp., a Japanese chemical company that has benefited from the rising demand for petrochemical products in China. Stocks on the mainland are beginning to look more interesting given that China’s market was the second worst performer in Asia during 2004 with a return of just 1.89%. However, we continue to approach the market with caution due to companies’ low level of transparency compared to other Asian markets. Still, we believe the fund’s weighting in China will only get larger in the long term as transparency gradually improves and more companies list on its market. A current holding whose long-term prospects we find compelling is Chen Hsong Holdings, Ltd., a maker of plastic moldings that is seeing increased demand for its products as more companies move their manufacturing infrastructure to China. Looking ahead, we will be seeking opportunities in agricultural stocks (across the entire Asia region) that stand to benefit from the fact that China’s demand for food is growing faster than its supply.

Q: What are some other notable aspects of the fund’s positioning?

A: For over a year, we have held stocks that can benefit from “reflation,” or in other words, the end of deflation in the value of hard assets such as real estate. However, the market’s consensus view on this topic has moved closer to our own. As a result, we are looking for opportunities to move into new investments where our view is more divergent from the consensus. For example, it is the belief of many that Asian currencies will appreciate sharply versus the dollar in 2005. While we do foresee a modest appreciation, we believe the process of currency adjustment will be more gradual than most people expect. We are therefore taking a close look at exporters, a group for which enthusiasm has been limited due to investors’ concerns about currency appreciation. This forms a part of our thinking with respect to our decision to increase the fund’s weighting in the tech stocks we mentioned previously.

We also continue to look for ways to capitalize on the emergence of the Asian consumer as an economic force. Holdings in this area that have performed well include AEON Mall, Daegu Bank in Korea and the Indonesian stocks PT Telkomunikasi (Telecom) Indonesia and PT Bank Mindiri. We are constantly on the lookout for attractive consumer plays, particularly in the small-cap area.

On a country basis, we believe Thailand is a source of opportunity. The country should maintain its strong growth rate despite the aftereffects of the tsunami, and corporate earnings are on track for robust gains in 2005. Nevertheless, the Thai market is attractively valued at just nine to ten times earnings.

Q: What is your current outlook for the Asian markets?

A: Stocks in Asia performed very well in both 2003 and 2004. Nevertheless, we believe the region’s markets are still attractively valued with respect to the broader world markets. Risks remain in place of course, including high oil prices, excessive dollar weakness and slower than expected global growth. But with dividend yields relatively high and earnings continuing to surprise on the upside, the foundation for outperformance remains in place. Looking ahead, we will try to take advantage of this positive backdrop by investing in smaller companies that have the potential to grow to large-cap status in the years ahead. We believe this approach, along with our emphasis on the fundamentals and valuations of individual stocks, will help us deliver outperformance to fund shareholders over the long term.

(GIF TO COME) Other Information

Investment Manager

Deutsche Investment Management Americas Inc. (“DeIM”), with headquarters at 345 Park Avenue, New York, NY, is the investment manager for the fund. DeIM and its predecessors have more than 80 years of experience managing mutual funds. 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 the marketing name in the US for the asset management activities of Deutsche Bank AG, Deutsche Bank Trust Company Americas, Deutsche Asset Management, Inc., Deutsche Asset Management Investment Services Ltd., Deutsche Investment Management Americas Inc. and Scudder Trust Company.

Deutsche Asset Management is a global asset management organization that offers a wide range of investing expertise and resources, including hundreds of portfolio managers and analysts and an office network that reaches the world’s major investment centers. 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 fund, retail, private and commercial banking, investment banking and insurance.

Deutsche Asset Management also manages the assets of other closed-end investment companies which invest primarily in foreign securities: The Brazil Fund, Inc., Scudder Global High Income Fund, Inc., Scudder Global Commodities Stock Fund, Inc., The Korea Fund, Inc., The Germany Fund, Inc., The New Germany Fund, Inc. and The Central Europe and Russia Fund, Inc. In addition, Deutsche Asset Management manages open-end mutual funds which invest in domestic and international markets.

Deutsche Asset Management (Asia) Limited (“DeAM Asia”), located at 20 Raffles Place, #27-01 Ocean Towers, Singapore, Singapore 048620, serves as subadvisor to the fund. DeAM Asia renders investment advisory and management services including services related to foreign securities, foreign currency transactions and related investments with regard to the portion of the fund’s portfolio that is allocated to it by Deutsche Investment Management Americas Inc. from time-to-time for management.

Securities Lending

On April 6, 2004, the Board of Directors approved the fund’s participation in a securities lending program. As of December 31, 2004, the fund has not yet participated in the securities lending program. Under the securities lending program, the fund may lend securities to financial institutions. The fund would retain beneficial ownership of the securities it has loaned and continue to receive interest and dividends paid by the securities and to participate in any changes in their market value. The fund would require the borrowers of the securities to maintain collateral with the fund in the form of cash and/or government securities equal to 100 percent of the value of domestic securities and 105 percent of the value of foreign denominated securities on loan. The fund would be permitted to invest the cash collateral in an affiliated money market fund. The fund would receive compensation for lending its securities either in the form of fees or by earning interest on invested cash collateral net of fees paid to lending agent. Either the fund or the borrower would be permitted to terminate the loan. The fund would be subject to all investment risk associated with the value of any cash collateral received, including, but not limited to, interest rate, credit and liquidity risk associated with such investments.

Proxy Voting

A description of the fund’s policies and procedures for voting proxies for portfolio securities and information about how the fund voted proxies related to its portfolio securities during the 12-month period ended June 30 is available on our Web site — scudder.com (type “proxy voting” in the search field) — or on the SEC’s Web site — www.sec.gov. To obtain a written copy of the fund’s policies and procedures without charge, upon request, call us toll free at 1-800-621-1048.

Certifications

The fund’s chief executive officer has certified to the New York Stock Exchange that, as of November 3, 2004, he was not aware of any violation by the fund of applicable NYSE corporate governance listing standards. The fund’s reports to the Securities and Exchange Commission on Forms N-CSR, N-CSRS, and N-Q contain certifications by the fund’s chief executive officer and chief financial officer that relate to the fund’s disclosure in such reports and that are required by rule 30a-2(a) under the Investment Company Act.

Dividend Reinvestment Plan and Cash Purchase Plan

The fund’s Dividend Reinvestment and Cash Purchase Plan offers you a convenient way to have your dividends and capital gain distributions reinvested in shares of the fund. We believe this Plan is attractive for stockholders. Its features are more fully described on page 35. You may obtain more detailed information by requesting a copy of the Plan from the Transfer Agent. All correspondence (including notifications) should be directed to: Scudder New Asia Fund Dividend Reinvestment and Cash Purchase Plan, c/o Scudder Investments Service Company, P.O. Box 219066, Kansas City, MO 64121-9066, 1-800-294-4366.

Share Repurchases

The Board of Directors of Scudder New Asia Fund, Inc. has authorized the fund to effect periodic repurchases of its shares in the open market from time to time when the fund’s shares trade at a discount to their NAV. Subject to periodic review by the fund’s Board of Directors, repurchases may be made at such time and in such amounts as the fund’s Manager believes will further the achievement of the fund’s objectives. Depending on market conditions, available funds, regulatory requirements and alternative investment opportunities, such repurchases are limited to (1) 5% of the shares outstanding at the beginning of the calendar year, plus (2) an estimate of shares to be issued in connection with the current calendar year’s dividends, plus (3) the number of shares authorized for purchase in the previous calendar year that have not been purchased. In measuring the number of shares authorized for repurchase, the shares relating to the current calendar year’s dividends are estimated at 50% of the number of shares issued in connection with the prior calendar year’s dividends or until such time during the calendar year that the fund’s Manager has a more accurate projection of the calendar year’s dividends. Repurchases made based on this estimate shall continue to have been authorized, even if the actual dividend or related share issuance is lower. During the fiscal year ended December 31, 2004, there were no fund shares repurchased by the fund pursuant to the share repurchase plan as described above.

Net Asset Value

The fund’s NAV is available daily on our Web site at www.ScudderNewAsia.com or visit our Direct Link www.CEF.Scudder.com. The fund’s NAV is published weekly on Monday and the fund’s Market Value is published every weekday in The Wall Street Journal under the heading “Closed End Funds.” The fund’s Market Value is also published in The New York Times and Barron’s.

(GIF TO COME) Investment Summary as of December 31, 2004

Performance is historical, assumes reinvestment of all dividends and capital gains, and does not guarantee future results. Investment return and principal value fluctuate with changing market conditions so that, when sold, shares may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Please visit www.CEF.Scudder.com for the Fund’s most recent performance.

Historical Information as of December 31, 2004


	Total Return (%)
	Market Value				Net Asset Value (a)				Index (b)
	Cumulative		Average Annual		Cumulative		Average Annual		Cumulative			Average Annual
Current Quarter		12.78		—		12.89		—		13.01			—
One Year		3.66		3.66		10.81		10.81		16.22			16.22
Three Year		75.59		20.64		64.03		17.94		45.33			13.27
Five Year		-5.72		-1.17		-10.70		-2.24		-21.49			-4.72
Ten Year		38.22		3.29		49.75		4.12		N/A	*		N/A	*


	Total Return (%)
	Index (c)				Index (d)				Index (e)
	Cumulative		Average Annual		Cumulative		Average Annual		Cumulative		Average Annual
Current Quarter		12.63		—		13.08		—		12.77		—
One Year		14.40		14.40		15.86		15.86		15.16		15.16
Three Year		46.65		13.61		41.28		12.21		46.64		13.61
Five Year		-12.13		-2.55		-28.35		-6.45		-14.90		-3.18
Ten Year		-17.61		-1.92		-21.04		-2.34		-14.17		-1.52

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

Per Share Information and Returns^(a)

Yearly periods ended December 31

(GIF TO COME)


	1995		1996		1997		1998		1999		2000		2001		2002		2003		2004
Net Asset Value ($)		15.29		15.26		11.28		11.71		24.09		12.26		10.43		9.42		15.43		17.08
Income Dividends ($)		—		.02		.18		—		—		—		—		—		—		.02
Capital Gains Distributions ($)		1.67		.33		.39		—		—		2.56		.09		—		—		—
Total Return (%)		-2.96		2.46		-21.89		3.81		105.72		-36.57		-14.17		-9.68		63.80		10.81


(a)		Total investment returns reflect changes in net asset value per share during each period and assume that dividends and capital gains distributions, if any, were reinvested. These percentages are not an indication of the performance of a shareholder’s investment in the Fund based on market price.

(b)		The MSCI All-Country Asia Free Index is an unmanaged, capitalization-weighted measure of stock markets in the Pacific region. The index is calculated using closing local market prices and converts to US dollars using the London close foreign exchange rates. The index assumes reinvestment of dividends.

(c)		The MSCI All-Country Asia Free ex Japan Index is an unmanaged, capitalization-weighted measure of stock markets in the Pacific region, excluding Japan. The index is calculated using closing local market prices and converts to US dollars using the London close foreign exchange rates. The index does not assume reinvestment of dividends.

(d)		The MSCI Japan Index is a free float-adjusted market capitalization index that is designed to measure developed market equity performance in Japan. The index is calculated using closing local market prices and converts to US dollars using the London close foreign exchange rates. The index assumes reinvestment of dividends.

(e)		A blend of 75% MSCI All-Country Asia Free ex Japan Index and 25% MSCI Japan Index as described above. Effective October 6, 2004 the MSCI All-Country Asia Free ex Japan Index and the MSCI Japan Index replaced the MSCI World Index as the fund’s benchmark because the manager believes the MSCI All-Country Asia Free ex Japan Index and the MSCI Japan Index are more representative of markets in which the fund invests and better represent the fund’s objectives.

Unlike Fund returns, index returns do not reflect any fees or expenses. It is not possible to invest directly into an index.


*		Index began on December 31, 1998

(GIF TO COME) Portfolio Summary as of December 31, 2004


Asset Allocation	12/31/04			12/31/03
Common Stocks		97	%		98	%
Preferred Stocks		2	%		1	%
Exchange Traded Fund		1	%		—
Cash Equivalents		—			1	%
		100	%		100	%


Geographical Diversification (Excludes Cash Equivalents)	12/31/04			12/31/03
Korea		20	%		19	%
Japan		18	%		23	%
Taiwan		16	%		11	%
Hong Kong		14	%		10	%
China		6	%		6	%
India		5	%		7	%
Thailand		5	%		9	%
Malaysia		4	%		—
Singapore		4	%		4	%
Other		8	%		11	%
		100	%		100	%


Sector Diversification (Excludes Cash Equivalents)	12/31/04			12/31/03
Financials		28	%		22	%
Information Technology		20	%		18	%
Industrials		18	%		22	%
Materials		13	%		17	%
Telecommunication Services		8	%		5	%
Consumer Discretionary		7	%		9	%
Consumer Staples		2	%		—
Energy		2	%		2	%
Utilities		1	%		1	%
Health Care		—			2	%
Other		1	%		2	%
		100	%		100	%

Asset allocation, geographical diversification and sector diversification are subject to change.

Ten Largest Equity Holdings at December 31, 2004 (24.0% of Net Assets)


1. Samsung Electronics Co., Ltd.	Korea	5.8	%

Manufacturer of electronic parts
2. Taiwan Semiconductor Manufacturing Co., Ltd.	Taiwan	2.7	%

Manufacturer of integrated circuits and other semiconductor devices
3. Mitsubishi Tokyo Financial Group, Inc.	Japan	2.2	%

Provides a variety of financial and investment services
4. Chiyoda Corp.	Japan	2.1	%

Maker of liquid natural gas containers
5. AEON Mall Co., Ltd.	Japan	2.0	%

Developer of shopping malls
6. Daegu Bank	Korea	1.9	%

Provider of commercial banking services
7. PT Telekomunikasi Indonesia Tbk	Indonesia	1.9	%

Provider of telecommunication services
8. Bangkok Bank PCL (Foreign Registered)	Thailand	1.8	%

Provider of commercial banking services
9. Hutchison Whampoa Ltd.	Hong Kong	1.8	%

Provider of investment services and other diversified services
10. Sumitomo Corp.	Japan	1.8	%

Provider of general trading services

Portfolio holdings are subject to change.

For more complete details about the Fund’s investment portfolio, see page 19. A quarterly Fact Sheet is available upon request. Please call 1-800-349-4281.

Following the Fund’s fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q. The form will be available on the SEC’s Web site at www.sec.gov, and it also may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling (800) SEC-0330.

(GIF TO COME) Investment Portfolio as of December 31, 2004 (GIF TO COME)


	Shares		Value ($)
Common Stocks 97.0%
Australia 2.6%
Newcrest Mining Ltd.		157,588		2,155,655
Rio Tinto Ltd.		57,300		1,757,171
(Cost $1,913,292)				3,912,826
China 6.3%
Beijing Datang Power Generation Co., Ltd. “H”		1,586,000		1,193,678
Chen Hsong Holdings Ltd.		572,000		355,076
China Petroleum & Chemical Corp. “H”		4,124,000		1,684,575
China Southern Airlines Co., Ltd. “H”*		1,576,200		623,569
China Telecom Corp., Ltd. “H”		4,400,000		1,613,339
China Vanke Co., Ltd. “B”		2,135,400		1,214,310
Hainan Meilan Airport Co., Ltd. “H”		727,400		612,975
Harbin Power Equipment Co., Ltd. “H”		2,781,300		733,550
People’s Food Holdings Ltd.		1,533,100		1,408,754
(Cost $8,321,653)				9,439,826
Hong Kong 14.4%
BOC Hong Kong Holdings Ltd.		590,700		1,128,552
Cheung Kong Holdings Ltd.		204,000		2,040,604
China Mobile Hong Kong Ltd. (ADR)		44,600		765,336
Citic Pacific Ltd.		257,000		725,765
Fountain Set Holdings Ltd.		2,052,300		1,333,400
Hong Kong Exchange & Clearing Ltd.		890,000		2,387,394
Hongkong Land Holdings Ltd.		646,000		1,711,900
Hutchison Whampoa Ltd.		286,000		2,676,869
Kingboard Chemical Holdings Ltd.		1,072,000		2,275,657
Midland Realty Holdings Ltd.		4,640,500		2,626,912
Shangri-La Asia Ltd.		942,000		1,381,605
Skyworth Digital Holdings Ltd.		3,878,700		753,514
Wing Hang Bank Ltd.		254,000		1,780,977
(Cost $16,070,813)				21,588,485
India 5.0%
Corporation Bank		27		219
Housing Development Finance Corp., Ltd.		49,900		879,420
Jindal Iron & Steel Co., Ltd.		157,300		1,232,129
Mahindra & Mahindra Ltd.		133,100		1,667,195
Reliance Industries Ltd.		210,400		2,583,656
Satyam Computer Services Ltd.		113,700		1,072,133
(Cost $6,090,907)				7,434,752

Page 13 of 36


Indonesia 3.1%
PT Bank Mandiri	7,177,500	1,488,466
PT Telekomunikasi Indonesia (ADR) “B”	17,600	369,952
PT Telekomunikasi Indonesia Tbk	5,346,000	2,778,826
(Cost $2,640,923)		4,637,244
Japan 18.2%
AEON Mall Co., Ltd.	43,000	3,059,139
Chiyoda Corp.*	430,000	3,143,066
eAccess Ltd.*	750	662,389
Inpex Corp.*	38	191,724
JFE Holdings, Inc.	42,600	1,216,014
Kamigumi Co., Ltd.	138,000	1,101,630
KDDI Corp.	188	1,012,745
Matsui Securities Co., Ltd.	66,500	2,316,825
Mitsubishi Tokyo Financial Group, Inc.	330	3,349,273
Modec, Inc.	31,000	706,402
Nitto Denko Corp.	25,000	1,371,133
Park24 Co., Ltd.	94,000	1,687,909
Sega Sammy Holdings, Inc.*	18,000	988,972
Sumitomo Corp.	309,000	2,665,717
Sumitomo Realty & Development Co., Ltd.	166,000	2,164,302
Tosoh Corp.	361,000	1,624,095
(Cost $18,601,187)		27,261,335
Korea 18.1%
Daegu Bank	415,300	2,888,485
Daewoo Shipbuilding & Marine Engineering Co., Ltd.	69,300	1,030,931
GS Holdings Corp.*	60,900	1,317,774
Honam Petrochemical Corp.	15,500	723,942
Hyundai Mobis	15,000	949,092
Insun ENT Co., Ltd.	39,000	766,664
Korea Exchange Bank*	115,300	957,863
Korea Information Service, Inc.	80,100	1,524,314
KT&G Corp.	53,700	1,605,501
LG Electronics, Inc.	30,230	1,871,854
LG Engineering & Construction Corp.	32,200	886,495
LG International Corp.	87,600	681,202
NEPES Corp.*	53,836	504,453
Samsung Electronics Co., Ltd.	19,880	8,651,410
Seoul Semiconductor Co., Ltd.	37,500	604,956
SFA Engineering Corp.	28,700	457,448
Ssangyong Motor Co.*	93,900	544,243
Taegu Department Store Co., Ltd.	159,000	1,181,134
(Cost $17,538,902)		27,147,761
Malaysia 4.2%
Airasia Bhd.*	2,357,200	1,029,724
Commerce Asset-Holding Bhd.	1,442,000	1,783,527

Page 14 of 36


Maxis Communications Bhd.	443,100	1,090,259
Resorts World Bhd.	485,300	1,277,105
SP Setia Bhd.	942,300	1,071,246
(Cost $6,591,781)		6,251,861
Philippines 0.7%
Philippine Long Distance Telephone Co. (ADR)* (Cost $720,769)	41,800	1,042,074
Singapore 4.0%
Capitaland Ltd.	1,105,000	1,441,834
DBS Group Holdings Ltd.*	167,000	1,647,084
Elec & Eltek International Co., Ltd.	341,800	970,712
Petra Foods Ltd.*	1,283,800	648,821
Singapore Telecommunications Ltd.	901,650	1,314,584
(Cost $5,883,227)		6,023,035
Taiwan 15.5%
AU Optronics Corp. (ADR)	68,800	985,216
Cathay Financial Holding Co, Ltd.	721,000	1,478,858
China Steel Corp.	1,262,000	1,425,674
Chungwha Telecom Co., Ltd.	1,071,000	2,112,260
CMC Magnetics Corp.	1,216,000	629,296
Hon Hai Precision Industry Co., Ltd.	297,849	1,381,628
Hotai Motor Co., Ltd.	395,700	811,628
Hung Poo Real Estate Development Corp.	775,000	648,075
Mega Financial Holding Co., Ltd.	3,327,520	2,299,549
Siliconware Precision Industries Co.	3,147,400	2,602,142
Ta Chong Bank Ltd.*	3,219,000	1,229,091
Taiwan Semiconductor Manufacturing Co., Ltd.	2,540,040	4,047,713
United Microelectronics Corp. (ADR)*	327,600	1,156,428
Yuanta Core Pacific Securities Co.	1,619,926	1,231,941
Zyxel Communications Corp.	467,000	1,097,870
(Cost $19,467,189)		23,137,369
Thailand 4.9%
Bangkok Bank PCL (Foreign Registered)	915,000	2,684,942
Precious Shipping PCL (Foreign Registered)	662,100	673,178
PTT Exploration and Production PCL (Foreign Registered)	142,100	1,060,721
Thai Olefin PCL (Foreign Registered)*	583,300	1,005,948
The Siam Cement Public Co., Ltd. (Foreign Registered)	266,400	1,892,571
(Cost $5,303,844)		7,317,360
Total Common Stocks (Cost $109,144,487)		145,193,928

Warrants 0.0%
Hong Kong
Kingboard Chemical Holdings Ltd.* (Cost $841)	91,000	48,587

Preferred Stocks 2.0%
Korea
Daishin Securities Co., Ltd	209,100	1,807,810
Samsung Electronics Co., Ltd.	3,800	1,095,730
Total Preferred Stocks (Cost $2,055,536)		2,903,540

Rights 0.0%
Thailand
True Corp. PCL* (Cost $0)	299,999	0

Exchange Traded Fund 0.7%
iShares MSCI Malaysia Index Fund (Cost $1,094,439)	147,600	1,055,340

Cash Equivalents 0.2%
Scudder Cash Management QP Trust, 2.24% (b) (Cost $350,366)	350,366	350,366


	% of Net Assets		Value ($)
Total Investment Portfolio (Cost $112,645,669) (a)		99.9		149,551,761
Other Assets and Liabilities, Net		0.1		68,125
Net Assets		100.0		149,619,886


*		Non-income producing security.

(a)		The cost for federal income tax purposes was $113,975,166. At December 31, 2004, net unrealized appreciation for all securities based on tax cost was $35,576,595. This consisted of aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost of $36,862,837 and aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value of $1,286,242.

(b)		Scudder Cash Management QP Trust is managed by Deutsche Investment Management Americas Inc. The rate shown is the annualized seven-day yield at period end.

ADR: American Depositary Receipt

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

Page 15 of 36

[GIF TO COME] Financial Statements

Statement of Assets and Liabilities as of December 31, 2004


Assets
Investments:

Investments in securities, at value (cost $112,295,303)	$	149,201,395
Investment in Scudder Cash Management QP Trust (cost $350,366)		350,366
Total investments in securities, at value (cost $112,645,669)		149,551,761
Foreign currency, at value (cost $10,780)		10,890
Receivable for investments sold		495,789
Dividends receivable		571,782
Interest receivable		941
Foreign taxes recoverable		97,047
Other assets		9,462
Total assets		150,737,672
Liabilities
Payable for investments purchased		599,614
Deferred foreign taxes		106,931
Accrued management fee		149,175
Other accrued expenses and payables		262,066
Total liabilities		1,117,786

Net assets, at value	$	149,619,886
Net Assets
Net assets consist of:

Accumulated distributions in excess of net investment income		(76,822	)
Net unrealized appreciation (depreciation) on:

Investments (net of deferred foreign taxes of $106,931)		36,799,161
Foreign currency related transactions		6,895
Accumulated net realized gain (loss)		(1,228,648	)
Cost of 181,600 shares held in treasury		(1,526,821	)
Paid-in capital		115,646,121

Net assets, at value	$	149,619,886
Net Asset Value per share ($149,619,886 ÷ 8,759,833 outstanding shares of common stock, issued and outstanding, $.01 par value, 50,000,000 shares authorized)	$	17.08

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

Page 16 of 36

Statement of Operations for the year ended December 31, 2004


Investment Income
Income:
Dividends (net of foreign taxes withheld of $427,142)	$	2,996,016
Interest — Scudder Cash Management QP Trust		17,031
Total Income		3,013,047
Expenses:

Management fee		1,638,990
Services to shareholders		42,522
Custodian and accounting fees		349,422
Auditing		115,885
Legal		27,567
Directors’ fees and expenses		125,706
Reports to shareholders		61,276
NYSE listing fee		20,900
Other		65,853
Total expenses, before expense reductions		2,448,121
Expense reductions		(1,296	)
Total expenses, after expense reductions		2,446,825
Net investment income (loss)		566,222
Realized and Unrealized Gain (Loss) on Investment Transactions
Net realized gain (loss) from:

Investments (net of foreign taxes of $607,229)		24,292,573
Foreign currency related transactions		(15,314	)
		24,277,259
Net unrealized appreciation (depreciation) during the period on:

Investments (net of deferred foreign tax credit of $728,026)		(10,173,198	)
Foreign currency related transactions		1,689
		(10,171,509	)
Net gain (loss) on investment transactions		14,105,750
Net increase (decrease) in net assets resulting from operations	$	14,671,972

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

Page 17 of 36

Statement of Changes in Net Assets


Increase (Decrease) in Net Assets	Years Ended December 31,
	2004			2003
Operations:

Net investment income (loss)	$	566,222		$	286,360
Net realized gain (loss) on investment transactions		24,277,259			6,774,750
Net unrealized appreciation (depreciation) during the period on investment transactions		(10,171,509	)		45,345,173
Net increase (decrease) in net assets resulting from operations		14,671,972			52,406,283
Distributions to shareholders from:

Net investment income		(192,716	)		—
Fund share transactions:

Cost of shares repurchased		—			(1,526,821	)
Net increase (decrease) in net assets from Fund share transactions		—			(1,526,821	)
Increase (decrease) in net assets		14,479,256			50,879,462
Net assets at beginning of period		135,140,630			84,261,168
Net assets at end of period (including accumulated distributions in excess of net investment income and undistributed net investment income of $76,822 and $172,215, respectively)	$	149,619,886		$	135,140,630
Other Information
Shares outstanding at beginning of period		8,759,833			8,941,433
Shares repurchased		—			(181,600	)
Shares outstanding at end of period		8,759,833			8,759,833

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

Page 18 of 36

[GIF TO COME] Financial Highlights


Years Ended December 31,	2004			2003		2002			2001			2000
Per Share Operating Performance
Net asset value, beginning of period	$	15.43		$	9.42	$	10.43		$	12.26		$	24.09
Income (loss) from investment operations:

Net investment income (loss)^a		.06			.03		(.07	)		(.04	)		(.19	)
Net realized and unrealized gain (loss) on investment transactions		1.61			5.95		(.94	)		(1.70	)		(9.08	)
Total from investment operations		1.67			5.98		(1.01	)		(1.74	)		(9.27	)
Less distributions from:

Net investment income		(.02	)		—		—			—			—
Net realized gains on investment transactions		—			—		—			(.09	)		(2.56	)
Total distributions		(.02	)		—		—			(.09	)		(2.56	)
NAV accretion resulting from repurchases of shares at value		—			.03		—			—			—
Net asset value, end of period	$	17.08		$	15.43	$	9.42		$	10.43		$	12.26
Market value, end of period	$	14.83		$	14.33	$	7.71		$	8.46		$	9.31
Total Return
Per share net asset value (%)^b		10.81			63.80		(9.68	)		(14.17	)		(36.57	)
Per share market value (%)^b		3.66			85.86		(8.87	)		(8.32	)		(41.43	)
Ratios to Average Net Assets and Supplemental Data
Net assets, end of period ($ millions)		150			135		84			93			108
Ratio of expenses (%)		1.81			2.04		1.99			1.89			1.68
Ratio of net investment income (loss) (%)		.42			.28		(.70	)		(.35	)		(.95	)
Portfolio turnover rate (%)		92			80		101			161			121


^a		Based on average shares outstanding during the period.

^b		Total return based on net asset value reflects changes in the Fund’s net asset value during the period. Total return based on market value reflects changes in market value. Each figure includes reinvestments of distributions. These figures will differ depending upon the level of any discount from or premium to net asset value at which the Fund’s shares trade during the period.

Page 19 of 36

[GIF TO COME] Notes to Financial Statements

A. Significant Accounting Policies

Scudder New Asia Fund, Inc. (the “Fund”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, diversified management investment company organized as a Maryland corporation.

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 fair value as determined in accordance with procedures approved by the Directors. The Fund may use a fair valuation model to value international equity securities in order to adjust for events which may occur between the close of the foreign exchanges and the close of the New York Stock Exchange.

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 December 31, 2004, the Fund had a net tax basis capital loss carryforward of approximately $574,000 which may be applied against any realized net taxable capital gains of each succeeding year until fully utilized or until December 31, 2010 ($574,000), the expiration date, whichever occur first.

Page 20 of 36

Distribution of Income and Gains. Net investment income of the Fund, if any, is declared and distributed to shareholders 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.

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 investments in passive foreign investment companies, investments in foreign denominated securities 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 December 31, 2004, the Fund’s components of distributable earnings (accumulated losses) on a tax basis were as follows:


Undistributed ordinary income	$	597,643
Undistributed net long-term capital gains	$	—
Capital loss carryforwards	$	(574,000	)
Net unrealized appreciation (depreciation) on investments	$	35,576,595

Other. Investment transactions are accounted for on a trade date plus one basis for daily net asset value calculations. However, for financial reporting purposes, investment transactions are reported on 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 and related withholding taxes, if applicable, 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.

B. Purchases and Sales of Securities

During the year ended December 31, 2004, purchases and sales of investment securities (excluding short-term investments) aggregated $125,670,206 and $123,867,287, respectively.

C. Related Parties

Management Agreement. Under the Management Agreement with Deutsche Investment Management Americas Inc. (“DeIM” or the “Manager”), an indirect wholly owned subsidiary of Deutsche Bank AG, the Manager directs the investments of the Fund in accordance with its investment objectives, policies and restrictions. The Manager 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 Manager provides certain administrative services in accordance with the Management Agreement. The management fee payable monthly is equal to an annualized rate of 1.25% of the first $75,000,000 of the Fund’s average weekly net assets, 1.15% of the next $125,000,000 of such net assets and 1.10% of such net assets in excess of $200,000,000. Accordingly, for the year ended December 31, 2004, the fee pursuant to the Management Agreement was equivalent to an annual effective rate of 1.21% of the Fund’s average weekly net assets. Deutsche Asset Management (Asia) Limited (“DeAM Asia”), also a wholly owned subsidiary of Deutsche Bank AG, serves as subadvisor with respect to the investment and reinvestment of assets in the Fund.

The Fund paid insurance premiums to an unaffiliated insurance broker in 2002 and 2003. This broker in turn paid a portion of its commissions to an affiliate of the Manager, which performed certain insurance brokerage services for the broker. The Manager has agreed to reimburse the Fund in 2005 for the portion of commissions (plus interest) paid to the affiliate of the Manager attributable to the premiums paid by the Fund. The amounts for 2002 and 2003 were $31 and $37, respectively.

Service Provider Fees. Scudder Investments Service Company (“SISC”), an affiliate of the Manager, is the transfer, dividend-paying and shareholder service agent for the Fund. Pursuant to a sub-transfer agency agreement between SISC and DST Systems, Inc. (“DST”), SISC has delegated certain transfer agent and dividend paying agent functions to DST. SISC compensates DST out of the shareholder servicing fee it receives from the Fund. For the year ended December 31, 2004, the amount charged to the Fund by SISC aggregated $16,200, of which $4,050 is unpaid.

Scudder Service Corporation (“SSC”), a subsidiary of the Manager, is the shareholder service communications agent of the Fund. For the year ended December 31, 2004, the amount charged to the Fund by SSC aggregated $15,000, of which $3,750 is unpaid.

Scudder Fund Accounting Corporation (“SFAC”), also a subsidiary of the Manager, is responsible for determining the daily net asset value per share and maintaining the portfolio and general accounting records of the Fund. Pursuant to a sub-accounting agreement between SFAC and State Street Bank and Trust Company (“SSB”), SFAC has delegated all accounting functions to SSB. SFAC compensates SSB out of the accounting fee it receives from the Fund. For the year ended December 31, 2004, the amount charged to the Fund by SFAC aggregated $117,433, of which $56,024 is unpaid.

Directors’ Fees and Expenses. The Fund pays each Director not affiliated with the Manager 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 Manager. 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 Manager a management fee for the affiliated funds’ investments in the QP Trust.

D. Expense Reductions

For the year ended December 31, 2004, the Manager agreed to reimburse the Fund $1,296, which represents a portion of the fee savings expected to be realized by the Manager related to the outsourcing by the Manager of certain administrative services to an unaffiliated service provider.

E. Investing in Emerging Markets

Investing in emerging markets may involve special risks and considerations not typically associated with investing in the United States of America. These risks include revaluation of currencies, high rates of inflation, repatriation restrictions on income and capital, and future adverse political, social and economic developments. Moreover, securities issued in these markets may be less liquid, subject to government ownership controls, delayed settlements and may have prices more volatile than those of comparable securities in the United States of America.

F. 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 that otherwise might require the untimely disposition of securities. The Participants are charged an annual commitment fee which is allocated, based on 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 5 percent of its net assets under the agreement.

G. Share Repurchases

The Fund has a share repurchase plan to effect periodic repurchases of its shares in the open market from time to time when the Fund’s shares trade at a discount to their NAV. During the year ended December 31, 2003, the Fund purchased 181,600 shares of common stock on the open market at a total cost of $1,526,821. The average discount of these purchases, comparing the purchase price to the net asset value at the time of purchase, was 16.0%. These shares are held in Treasury. During the year ended December 31, 2004, the Fund did not purchase any shares of common stock on the open market.


	Report of Independent Registered Public Accounting Firm

To the Board of Directors and the Shareholders of Scudder New Asia Fund, Inc.:

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 New Asia Fund, Inc. (the “Fund”) at December 31, 2004, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards 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 December 31, 2004 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.


Boston, Massachusetts February 25, 2005		PricewaterhouseCoopers LLP


	Tax Information (Unaudited)

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

Due to the nature of its investments, the Fund pays a variety of foreign taxes throughout the year. As in prior years, the Fund intends to make an election under section 853 of the Internal Revenue Code. This election will allow shareholders to treat their proportionate share of foreign taxes paid by the Fund as having been paid directly by them. Additionally, shareholders will be required to report their proportionate share of such taxes paid as gross income (in addition to other amounts of reportable distributions paid by the Fund).

The Fund paid foreign taxes of $1,034,371 and earned $1,379,934 of foreign source income during the year ended December 31, 2004. Pursuant to section 853 of the Internal Revenue Code, the Fund designates $0.12 per share as foreign taxes paid and $0.16 per share as income earned from foreign sources for the year ended December 31, 2004. The following table provides a breakdown by country of ordinary income dividends and foreign taxes paid by the Fund in 2004:

2004 Foreign Tax Credit Table


Country	Foreign Income			Foreign Taxes
Australia		0.43	%		—
Bermuda		0.86	%		—
China		0.86	%		—
Hong Kong		13.00	%		—
India		28.90	%		58.30	%
Indonesia		4.11	%		3.32	%
Japan		4.68	%		1.76	%
Korea		17.88	%		17.18	%
Malaysia		1.61	%		2.42	%
New Zealand		0.28	%		0.22	%
Singapore		1.29	%		0.69	%
Taiwan		10.10	%		14.51	%
Thailand		3.22	%		1.60	%
Total Foreign		87.22	%		100.00	%
United States		12.78	%		0.00	%
Total		100.00	%		100.00	%

For federal income tax purposes, the Fund designates $3,500,000 or the maximum amount allowable under tax law, as qualified dividend income.


	Dividend Reinvestment and Cash Purchase Plan


	The Plan

The fund’s Dividend Reinvestment and Cash Purchase Plan (the “Plan”) offers you an automatic way to reinvest your dividends and capital gains distributions in shares of the fund. The Plan also provides for cash investments in fund shares of $100 to $3,000 semiannually through Scudder Investments Service Company or its delegate (the “Transfer Agent”) and UMB Bank, N.A. (the “Plan Agent”). Note that the fund’s share price for purposes of the Plan is calculated net of due-bills, if applicable.

The Transfer Agent provides record keeping services for participants in the Plan. If you would like a copy of the Plan, please call the Transfer Agent at 1-800-294-4366.

Automatic Participation

Each stockholder of record is automatically a participant in the Plan unless the stockholder has instructed the Transfer Agent in writing otherwise. Such a notice must be

received by the Transfer Agent not less than 10 days prior to the record date for a dividend or distribution in order to be effective with respect to that dividend or distribution. A notice which is not received by that time will be effective only with respect to subsequent dividends and distributions.

Stockholders who do not participate in the Plan will receive all distributions in cash paid by check in dollars mailed directly to the stockholder by the Transfer Agent, as dividend paying agent.

Shares Held by a Nominee

If your shares are held in the name of a brokerage firm, bank, or other nominee as the stockholder of record, please consult your nominee (or any successor nominee) to determine whether it is participating in the Plan on your behalf. Many nominees are generally authorized to receive cash dividends unless they are specifically instructed by a client to reinvest. If you would like your nominee to participate in the Plan on your behalf, you should give your nominee instructions to that effect as soon as possible.

Pricing of Dividends and Distributions

If the market price per share on the payment date for the dividend or distribution (the “Valuation Date”) equals or exceeds net asset value per share on that date, the fund will issue (i) shares of the fund’s common stock that are issued but not outstanding (“Treasury Stock”) to the extent shares of Treasury Stock are available, and then (ii) to the extent shares of Treasury Stock are not available, newly issued shares of the fund’s common stock to participants at the greater of the following on the Valuation Date: (a) net asset value or (b) 95% of the market price. The Valuation Date will be the dividend or distribution payment date or, if that date is not a New York Stock Exchange trading date, the next preceding trading date. If the net asset value exceeds the market price of fund shares at such time, the Plan Agent will use the dividend or distribution (less each participant’s pro rata share of brokerage commissions) to buy fund shares in the open market for the participant’s account. Such purchases will be made on or shortly after the payment date for such dividend or distribution, and in no event more than 45 days after such date except where temporary curtailment or suspension of purchase is necessary to comply with federal securities law. In either case, for federal income tax purposes, the stockholder receives a distribution equal to the market value on the Valuation Date of new shares issued. State and local taxes may also apply. If the fund should declare an income dividend or net capital gains distribution payable only in cash, the Plan Agent will, as agent for the participants, buy fund shares in the open market, on the New York Stock Exchange or elsewhere, for the participants’ account on, or shortly after, the payment date.

Voluntary Cash Purchases

Participants in the Plan have the option of making additional cash payments to the Transfer Agent, semiannually, in any amount from $100 to $3,000, for investment in the fund’s shares. The Transfer Agent will use all such monies received from participants to purchase fund shares in the open market on or about February 15 and August 15. Any voluntary cash payments received more than 30 days prior to these dates will be returned by the Transfer Agent, and interest will not be paid on any uninvested cash payments. To avoid unnecessary cash accumulations, and also to allow ample time for receipt and processing by the Transfer Agent, it is suggested that participants send their voluntary cash payments to be received by the Transfer Agent approximately ten days before February 15 or August 15, as the case may be. A participant may withdraw a voluntary cash payment by written notice, if the notice is received by the Transfer Agent not less than 48 hours before such payment is to be invested.

Participant Plan Accounts

The Transfer Agent maintains all participant accounts in the Plan and furnishes written confirmation of all transactions in the account, including information needed by participants for personal and tax records. Shares in the account of each plan participant will be held by the Transfer Agent in non-certificated form in the name of the participant, and each participant will be able to vote those shares purchased pursuant to the Plan at a stockholder meeting or by proxy.

No Service Fee to Reinvest

There is no service fee charged to participants for reinvesting dividends or distributions from net realized capital gains. The Plan Agent’s and/or Transfer Agent’s fees for the handling of the reinvestment of dividends and capital gains distributions will be paid by the fund. There will be no brokerage commissions with respect to shares issued directly by the fund as a result of dividends or capital gains distributions payable either in stock or in cash. However, participants will pay a pro rata share of brokerage commissions incurred with respect to the Plan Agent’s open market purchases in connection with the reinvestment of any dividends or capital gains distributions.

Costs for Cash Purchases

With respect to purchases of fund shares from voluntary cash payments, each participant will be charged $0.75 for each such purchase. Each participant will pay a pro rata share of brokerage commissions incurred with respect to the Plan Agent’s open market purchases of fund shares in connection with voluntary cash payments made by the participant.

Brokerage charges for purchasing small amounts of stock for individual accounts through the Plan are expected to be less than the usual brokerage charges for such transactions, because the Plan Agent will be purchasing stock for all participants in blocks and prorating the lower commission thus attainable.

Amendment or Termination

The fund reserves the right to terminate the Plan. Notice of the termination will be sent to the participants of the Plan at least 30 days before the record date for a dividend or distribution. The Plan also may be amended by the fund, but (except when necessary or appropriate to comply with applicable law, rules or policies of a regulatory authority) only by giving at least 30 days’ written notice to participants in the Plan.

A participant may terminate his account under the Plan by written notice to the Transfer Agent. If the written notice is received 10 days before the record day of any distribution, it will be effective immediately. If received after that date, it will be effective as soon as possible after the reinvestment of the dividend or distribution.

If a participant elects to sell his shares before the Plan is terminated, the Plan Agent will deduct a $2.50 fee plus brokerage commissions from the sale transaction.

Transfer Agent Address and Telephone Number

You may obtain more detailed information by requesting a copy of the Plan from the Transfer Agent. All correspondence (including notifications) should be directed to: Scudder New Asia Fund Dividend Reinvestment and Cash Purchase Plan, c/o Scudder Investments Service Company, P.O. Box 219066, Kansas City, MO 64121-9066, 1-800-294-4366.

(GIF TO COME) Stockholder Meeting Results

Scudder New Asia Fund, Inc.

The Annual Meeting of Stockholders (the “Meeting”) of Scudder New Asia Fund, Inc. (the “fund”), was held on October 6, 2004, at the offices of Deutsche Investment Management Americas Inc. (part of Deutsche Asset Management), 345 Park Avenue, New York, NY 10154. At the Meeting, the following matter was voted upon by the stockholders (the resulting votes are presented below).

1. To elect two Directors of the fund to hold office for a term of three years, or until their respective successors shall have been duly elected and qualified:


	Number of Votes:
Directors	For		Withheld
Kenneth C. Froewiss		6,879,101		227,802
Susan Kaufman Purcell		6,861,623		245,280

(GIF TO COME) Directors and Officers

(GIF TO COME)

The following table presents certain information regarding the Directors and Officers for Scudder New Asia Fund, Inc. as of December 31, 2004. Each individual’s year of birth 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, 345 Park Avenue, New York, New York 10154. Each Director’s term of office extends until the next stockholder’s meeting called for the purpose of electing Directors in that class and until the election and qualification of a successor, or until such Director sooner dies, resigns or is removed as provided in the governing documents of the fund. Each of the Directors also serves on the Boards of Scudder Global High Income Fund, Inc., Scudder Global Commodities Stock Fund, Inc. and The Brazil Fund, Inc., and Messrs. Callander, Froewiss, Luers, Nogueria and Yun serve on the Board of The Korea Fund, Inc., all of which are closed-end funds that are managed by Deutsche Asset Management.


Non-Interested Directors

Name, Year of Birth,
Position(s) Held with the		Number of Funds
Fund and Length of Time	Principal Occupation(s) During Past 5 Years and	in Fund Complex
Served	Other Directorships Held	Overseen
Robert J. Callander¹ (1931)	Retired; Vice Chairman, Chemical Banking Corporation; Directorships: Aramark Corporation (food service); Member, Council on Foreign Relations		5


Chairman

2004-present

Director

1994-present

Kenneth C. Froewiss (1945)	Clinical Professor of Finance, NYU Stern School of Business; Member, Finance Committee, Association for Asian Studies (2002-present); prior thereto, Managing Director, J.P. Morgan (investment banking firm) (until 1996)		5

Director

1999-present

William H. Luers¹ (1929)	President and Chief Executive Officer, United Nations Association of the United States of America; Directorships: Wickes Lumber Company (building materials), America Online Latin America (media communications), Rockefeller Brothers Fund (foundation), Appeal of Conscience Foundation; Member,		5

Director	Advisory Board, The Trust for Mutual Understanding

1998-present Ronaldo A. da Frota Nogueira (1938)	Director and Chief Executive Officer, IMF Editora Ltd. (financial publisher); Chairman of the Certification Committee and Director, APIMEC Nacional (Brazilian Association of Investment Professionals and Analysts);		5

	Member, Board of the Association of Certified International Investment Analysts (ACIIA).
Director

2001-present

Susan Kaufman Purcell (1942)	Vice President, Council of the Americas; Vice President, Americas Society; Directorships: Valero Energy Corporation; Freedom House; Foundation for Management Education in Central America; Member, Advisory		4

	Board, The Inter-American Foundation; Member, Council on Foreign Relations.
Director

2001-present

Kesup Yun (1945)	Professor, College of Business Administration, Seoul National University, Seoul, Korea; prior thereto, Director, The Korea Liberalisation Fund, Inc. (U.K.) (1996-1999); Dean, College of Business Administration, Seoul		5

	National University (1999-2001); Visiting Professor, London Business School (1997-1998)
Director

1999-present


Interested Directors and Officers

Name, Year of Birth,		Number of
Position(s) Held with		Funds in Fund
the Fund and Length of	Principal Occupation(s) During Past 5 Years and	Complex

Time Served	Other Directorships Held	Overseen
Vincent J. Esposito² (1956)	Managing Director of Deutsche Asset Management (2003 to present); Vice Chairman and Director of The Brazil Fund, Inc., Scudder Global Commodities Stock Fund, Inc., and Scudder Global High Income Fund, Inc. (2004 to present); Vice President of Central European Equity Fund, Inc. (2003 to present ); Vice President of The Germany Fund, Inc. (2003 to present); Vice President of The New Germany Fund, Inc. (2003 to present) (registered investment companies); formerly, Managing Director, Putnam Investments (1991-2002)	n/a
Vice Chairman and

Director

2004-present

Julian F. Sluyters (1960)	Managing Director of Deutsche Asset Management (2004 to present); President and Chief Executive Officer of the Scudder Funds (2004 to present); President and Chief Executive Officer, UBS Fund Services (2001-2003); Chief Administrative Officer (1998-2001) and Senior Vice President and Director of Mutual Fund Operations (1991-1998)	n/a

President and Chief Executive Officer and Director	UBS Global Asset Management

2004-present

Paul H. Schubert (1963)	Managing Director, Deutsche Asset Management (2004 to present); Chief Financial Officer of the Scudder Funds (2004 to present). Formerly, Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family of Funds at UBS Global Asset Management (1994-2004)	n/a

Chief Financial Officer

2004-present

Terrence Gray (1969)	Director of Deutsche Asset Management	n/a

Vice President

2002-present

Bruce A. Rosenblum³ (1960)	Director of Deutsche Asset Management (2002 to present); prior thereto, Vice President of Deutsche Asset Management (2000-2002); and partner with the law firm of Freedman, Levy, Kroll & Simonds	n/a

Vice President and Assistant Secretary

2002-present

Charles A. Rizzo⁴ (1957)	Director of Deutsche Asset Management (April 2000 to 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

Treasurer

2002-present

Kate Sullivan D’Eramo⁴ (1957)	Director of Deutsche Asset Management	n/a

Assistant Treasurer

2003-present

Kevin M. Gay⁴ (1959)	Vice President of Deutsche Asset Management	n/a

Assistant Treasurer

2004-present

Salvatore Schiavone⁴ (1965)	Director of Deutsche Asset Management	n/a

Assistant Treasurer

2003-present

John Millette⁴ (1962)	Director of Deutsche Asset Management	n/a


Interested Directors and Officers

Name, Year of Birth,		Number of
Position(s) Held with		Funds in Fund
the Fund and Length of	Principal Occupation(s) During Past 5 Years and	Complex

Time Served	Other Directorships Held	Overseen
Assistant Secretary

1999—present

Caroline Pearson⁴ (1962)	Managing Director of Deutsche Asset Management	n/a

Assistant Secretary

1998—present


¹		The fund expects that William H. Luers would continue as a Director until his term expires at the fund’s 2005 annual meeting, and that Mr. Callander, because of his responsibilities as Chairman of the Board, will continue as a Director indefinitely. The fund had previously indicated that both Directors were expected to retire in April 2005.

²		As a result of their respective positions held with the Manager, these individuals are considered “interested persons” of the Manager 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: Two International Place, Boston, Massachusetts

Notes

(GIF TO COME)

Notes

(GIF TO COME)

Notes

(GIF TO COME)

Notes

(GIF TO COME)

ITEM 2. CODE OF ETHICS.

As of the end of the period, December 31, 2004, Scudder New Asia Fund has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its Principal Executive Officer and Principal Financial Officer.

There have been no amendments to, or waivers from, a provision of the code of ethics during the period covered by this report that would require disclosure under Item 2.

A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The Fund’s Board of Directors has determined that the Fund has at least one “audit committee financial expert” serving on its audit committee: Mr. Robert J. Callander, Mr. Kenneth C. Froewiss, and Mr. Kesop Yun. Each of these audit committee members 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.

SCUDDER NEW ASIA FUND
FORM N-CSR DISCLOSURE RE: AUDIT FEES

The Audit Committee has delegated certain pre-approval responsibilities to its Chairman (or, in his absence, any other member of the Audit Committee).

Services that the Fund’s Auditor Billed to the Fund


Fiscal Year	Audit Fees		Audit-Related		Tax Fees		All Other
Ended	Billed		Fees Billed		Billed to		Fees Billed
December 31,	to Fund		to Fund		Fund		to Fund

2004	$	94,000	$	185	$	11,000	$	0
2003	$	91,000	$	1,237	$	10,700	$	0

The above “Tax Fees” were billed for professional services rendered for tax compliance and tax return preparation.

Services that the Fund’s Auditor Billed to the Adviser and
Affiliated Fund Service Providers


	Audit-Related		Tax Fees		All Other
	Fees Billed		Billed to		Fees Billed
	to Adviser		Adviser and		to Adviser and
Fiscal	and Affiliated		Affiliated		Affiliated
Year Ended	Fund Service		Fund Service		Fund Service
December 31,	Providers		Providers		Providers
2004	$	431,907	$	0	$	0
2003	$	538,457	$	0	$	0

The “Audit-Related Fees” were billed for services in connection with the assessment of internal controls, agreed-upon procedures and additional related procedures.

Non-Audit Services

Total

Non-Audit

Fees billed to

Adviser and

Affiliated Fund

Total

Service Providers

Non-Audit

(engagements

Fees billed

to Adviser and

directly to the

Affiliated Fund

Total

operations and

Service

Non-Audit

financial

Providers

Fiscal

Fees Billed

reporting

(all other

Total of

Year Ended

to Fund

of the Fund

engagements)

(A), (B

December 31,

(A)

(B)

(C)

and (C)

2004

11,000

253,272

264,272

2003

10,700

3,967,000

3,977,700

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS

The registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The registrant’s audit committee consists of Kenneth C. Froewiss (Chairman), Robert J. Callander, William H. Luers, Ronaldo A. da Frota Nogueira, Susan Kaufman Purcell, and Kesop Yun.

ITEM 6. SCHEDULE OF INVESTMENTS

Not Applicable

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

PROXY VOTING GUIDELINES

The Fund has delegated proxy voting responsibilities to its investment advisor, subject to the Board’s general oversight. The Fund has delegated proxy voting to the advisor with the direction that proxies should be voted consistent with the Fund’s best economic interests. The advisor has adopted its own Proxy Voting Policies and Procedures (“Policies”), and Proxy Voting Guidelines (“Guidelines”) for this purpose. The Policies address, among other things, conflicts of interest that may arise between the interests of the Fund, and the interests of the advisor and its affiliates, including the Fund’s principal underwriter. The Guidelines set forth the advisor’s general position on various proposals, such as:

	o		Shareholder Rights — The advisor generally votes against proposals that restrict shareholder rights.

	o		Corporate Governance — The advisor generally votes for confidential and cumulative voting and against supermajority voting requirements for charter and bylaw amendments.

	o		Anti-Takeover Matters — The advisor generally votes for proposals that require shareholder ratification of poison pills or that request boards to redeem poison pills, and votes “against” the adoption of poison pills if they are submitted for shareholder ratification. The advisor generally votes for fair price proposals.

	o		Routine Matters — The advisor generally votes for the ratification of auditors, procedural matters related to the annual meeting, and changes in company name, and against bundled proposals and adjournment.

proposals and adjournment.

The general provisions described above do not apply to investment companies. The advisor generally votes proxies solicited by investment companies in accordance with the recommendations of an independent third-party, except for proxies solicited by or with respect to investment companies for which the advisor or an affiliate serves as investment advisor or principal underwriter (“affiliated investment companies”). The advisor votes affiliated investment company proxies in the same proportion as the vote of the investment company’s other shareholders (sometimes called “mirror” or “echo” voting). Master fund proxies solicited from feeder funds are voted in accordance with applicable requirements of the Investment Company Act of 1940.

Although the Guidelines set forth the advisor’s general voting positions on various proposals, the advisor may, consistent with the Fund’s best interests, determine under some circumstances to vote contrary to those positions.

The Guidelines on a particular issue may or may not reflect the view of individual members of the board, or of a majority of the board. In addition, the Guidelines may reflect a voting position that differs from the actual practices of the public companies within the Deutsche Bank organization or of the investment companies for which the advisor or an affiliate serves as investment advisor or sponsor.

The advisor may consider the views of a portfolio company’s management in deciding how to vote a proxy or in establishing general voting positions for the Guidelines, but management’s views are not determinative.

As mentioned above, the Policies describe the way in which the advisor resolves conflicts of interest. To resolve conflicts, the advisor, under normal circumstances, votes proxies in accordance with its Guidelines. If the advisor departs from the Guidelines with respect to a particular proxy or if the Guidelines do not specifically address a certain proxy proposal, a proxy voting committee established by the advisor will vote the proxy. Before voting any such proxy, however, the advisor’s conflicts review committee will conduct an investigation to determine whether any potential conflicts of interest exist in connection with the particular proxy proposal. If the conflicts review committee determines that the advisor has a material conflict of interest, or certain individuals on the proxy voting committee

should be recused from participating in a particular proxy vote, it will inform the proxy voting committee. If notified that the advisor has a material conflict, or fewer than three voting members are eligible to participate in the proxy vote, typically the advisor will engage an independent third party to vote the proxy or follow the proxy voting recommendations of an independent third party. Under certain circumstances, the advisor may not be able to vote proxies or the advisor may find that the expected economic costs from voting outweigh the benefits associated with voting. For example, the advisor may not vote proxies on certain foreign securities due to local restrictions or customs. The advisor generally does not vote proxies on securities subject to share blocking restrictions.


ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS



	(a)
	Total	(b)
	Number	Average
	of Shares	Price Paid
Period	Purchased	per Share

January 1 through January 31, 2004	0	$	0
February 1 through February 29, 2004	0	$	0
March 1 through March 31, 2004	0	$	0
April 1 through April 30, 2004	0	$	0
May 1 through May 31, 2004	0	$	0
June 1 through June 30, 2004	0	$	0
July 1 through July 31, 2004	0	$	0
August 1 through August 31, 2004	0	$	0
September 1 through September 30, 2004	0	$	0
October 1 through October 31, 2004	0	$	0
November 1 through November 30, 2004	0	$	0
December 1 through December 31, 2004	0	$	0

Total	0	$	0



	(c) Total	(d)
	Number	Maximum
	of Shares	Number of
	Purchased	Shares that
	as Part	May Yet Be
	of Publicly	Purchased
	Announced	Under the
	Plans or	Plans or
Period	Programs	Programs

January 1 through January 31, 2004	n/a	n/a
February 1 through February 29, 2004	n/a	n/a
March 1 through March 31, 2004	n/a	n/a
April 1 through April 30, 2004	n/a	n/a
May 1 through May 31, 2004	n/a	n/a
June 1 through June 30, 2004	n/a	n/a
July 1 through July 31, 2004	n/a	n/a
August 1 through August 31, 2004	n/a	n/a
September 1 through September 30, 2004	n/a	n/a
October 1 through October 31, 2004	n/a	n/a
November 1 through November 30, 2004	n/a	n/a
December 1 through December 31, 2004	n/a	n/a

Total	n/a	n/a


ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

should be mailed to the attention of the Secretary of the Fund, 345 Park Avenue, New York, NY 10154.


ITEM 10. CONTROLS AND PROCEDURES.


ITEM 11. EXHIBITS.


(a) (1)		Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.

(a) (2)		Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(b)		Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

Form N-CSR Item F

SIGNATURES


Registrant:		Scudder New Asia Fund

By:		/s/Julian Sluyters

		Julian Sluyters
		Chief Executive Officer

Date:		February 28, 2005


Registrant:		Scudder New Asia Fund

By:		/s/Julian Sluyters

		Julian Sluyters
		Chief Executive Officer

Date:		February 28, 2005

By:		/s/Paul Schubert

		Paul Schubert
		Chief Financial Officer

Date:		February 28, 2005

PART C: OTHER INFORMATION

Item 15. Indemnification

Each of the trustees who is not an “interested person” (as defined under the Investment Company Act of 1940) of Registrant (a “Non-interested Trustee”) has entered into an indemnification agreement with Registrant, which agreement provides that the Registrant shall indemnify the Non-interested Trustee against certain liabilities which such Trustee may incur while acting in the capacity as a trustee, officer or employee of the Registrant to the fullest extent permitted by law, now or in the future, and requires indemnification and advancement of expenses unless prohibited by law. The indemnification agreement cannot be altered without the consent of the Non-interested Trustee and is not affected by amendment of the Agreement and Declaration of Trust. In addition, the indemnification agreement adopts certain presumptions and procedures which may make the process of indemnification and advancement of expenses, more timely, efficient and certain. In accordance with Section 17(h) of the Investment Company Act of 1940, the indemnification agreement does not protect a Non-interested Trustee against any liability to the Registrant or its shareholders to which such Trustee would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.

The Registrant has purchased insurance policies insuring its officers and trustees against certain liabilities which such officers and trustees may incur while acting in such capacities and providing reimbursement to the Registrant for sums which it may be permitted or required to pay to its officers and trustees by way of indemnification against such liabilities, subject to certain deductibles.

On April 5, 2002, Zurich Scudder Investments, Inc. (“Scudder”), the investment adviser, now known as Deutsche Investment Management Americas Inc., was acquired by Deutsche Bank AG, not including certain U.K. Operations (the “Transaction”). In connection with the Trustees’ evaluation of the Transaction, Deutsche Bank agreed to indemnify, defend and hold harmless Registrant and the trustees who were not “interested persons” of Scudder, Deutsche Bank or Registrant (the “Independent Trustees”) for and against any liability and claims and expenses based upon or arising from, whether in whole or in part, or directly or indirectly, any untrue statement or alleged untrue statement of a material fact made to the Independent Trustees by Deutsche Bank in connection with the Independent Trustees’ consideration of the Transaction, or any omission or alleged omission of a material fact necessary in order to make statements made, in light of the circumstances under which they were made, not misleading.

Deutsche Investment Management Americas, Inc. (hereafter, “DeIM”), the investment advisor, has agreed, subject to applicable law and regulation, to indemnify and hold harmless the Registrant against any loss, damage, liability and expense, including, without limitation, the advancement and payment, as incurred, of reasonable fees and expenses of counsel (including counsel to the Registrant and counsel to the Independent Trustees) and consultants, whether retained by the Registrant or the Independent Trustees, and other customary costs and expenses incurred by the Registrant in connection with any litigation or regulatory action related to possible improper market timing or other improper trading activity or possible improper marketing and sales activity in the Registrant (“Private Litigation and Enforcement Actions”). In the event that this indemnification is unavailable to the Registrant for any reason, then DeIM has agreed to contribute to the amount paid or payable by the Registrant as a result of any loss, damage, liability or expense in such proportion as is appropriate to reflect the relative fault of DeIM and the Registrant with respect to the matters which resulted in such loss, damage, liability or expense, as well as any other relevant equitable considerations; provided, that if no final determination is made in such action or proceeding as to the relative fault of DeIM and the Registrant, then DeIM shall pay the entire amount of such loss, damage, liability or expense.

In recognition of its undertaking to indemnify the Registrant, and in light of the rebuttable presumption generally afforded to non-interested board members of an investment company that they have not engaged in disabling conduct, DeIM has also agreed, subject to applicable law and regulation, to indemnify and hold harmless each of the Independent Trustees against any and all loss, damage, liability and expense, including without limitation the advancement and payment as incurred of reasonable fees and expenses of counsel and consultants, and other customary costs and expenses incurred by the Independent Trustees, arising from the matters alleged in any Private

Litigation and Enforcement Actions or matters arising from or similar in subject matter to the matters alleged in the Private Litigation and Enforcement Actions (collectively, “Covered Matters”), including without limitation:

1.		all reasonable legal and other expenses incurred by the Independent Trustees in connection with the Private Litigation and Enforcement Actions, and any actions that may be threatened or commenced in the future by any person (including any governmental authority), arising from or similar to the matters alleged in the Private Litigation and Enforcement Actions, including without limitation expenses related to the defense of, service as a witness in, or monitoring of such proceedings or actions;

2.		all liabilities and reasonable legal and other expenses incurred by any Independent Trustee in connection with any judgment resulting from, or settlement of, any such proceeding, action or matter;

3.		any loss or reasonable legal and other expenses incurred by any Independent Trustee as a result of the denial of, or dispute about, any insurance claim under, or actual or purported rescission or termination of, any policy of insurance arranged by DeIM (or by a representative of DeIM acting as such, acting as a representative of the Registrant or of the Independent Trustees or acting otherwise) for the benefit of the Independent Trustee, to the extent that such denial, dispute or rescission is based in whole or in part upon any alleged misrepresentation made in the application for such policy or any other alleged improper conduct on the part of DeIM, any of its corporate affiliates, or any of their directors, officers or employees;

4.		any loss or reasonable legal and other expenses incurred by any Independent Trustee, whether or not such loss or expense is incurred with respect to a Covered Matter, which is otherwise covered under the terms of any specified policy of insurance, but for which the Independent Trustee is unable to obtain advancement of expenses or indemnification under that policy of insurance, due to the exhaustion of policy limits which is due in whole or in part to DeIM or any affiliate thereof having received advancement of expenses or indemnification under that policy for or with respect to any Covered Matter; provided, that the total amount that DeIM will be obligated to pay under this provision for all loss or expense shall not exceed the amount that DeIM and any of its affiliates actually receive under that policy of insurance for or with respect to any and all Covered Matters; and

5.		all liabilities and reasonable legal and other expenses incurred by any Independent Trustee in connection with any proceeding or action to enforce his or her rights under the agreement, unless DeIM prevails on the merits of any such dispute in a final, nonappealable court order.

DeIM is not required to pay costs or expenses or provide indemnification to or for any individual Independent Trustee (i) with respect to any particular proceeding or action as to which the Board of the Registrant has determined that such Independent Trustee ultimately would not be entitled to indemnification with respect thereto, or (ii) for any liability of the Independent Trustee to the Registrant or its shareholders to which such Independent Trustee would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the Independent Trustee’s duties as a Trustee of the Registrant as determined in a final adjudication in such proceeding or action. In addition, to the extent that DeIM has paid costs or expenses under the agreement to any individual Independent Trustee with respect to a particular proceeding or action, and there is a final adjudication in such proceeding or action of the Independent Trustee’s liability to the Registrant or its shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the Independent Trustee’s duties as a Trustee of the Registrant, such Independent Trustee has undertaken to repay such costs or expenses to DeIM.


Item 16. Exhibits

	(1	)	(a)	Articles of Amendment and Restatement of the Registrant as of January 24, 1991. (Incorporated by reference to Post-Effective Amendment No. 56 to the registration statement of the Registrant on Form N-1A (the “Registration Statement”).)

			(b)	Articles Supplementary dated September 17, 1992. (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.)

			(c)	Articles Supplementary dated December 1, 1992. (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.)

			(d)	Articles Supplementary dated August 3, 1994. (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.)

			(e)	Articles Supplementary dated February 20, 1996. (Incorporated by reference to Exhibit 1(e) to Post-Effective Amendment No. 46 to the Registration Statement.)

			(f)	Articles Supplementary dated September 5, 1996. (Incorporated by reference to Exhibit 1(f) to Post-Effective Amendment No. 52 to the Registration Statement.)

			(g)	Articles Supplementary dated December 12, 1996. (Incorporated by reference to Post-Effective Amendment No. 55 to the Registration Statement.)

			(h)	Articles Supplementary dated March 3, 1997. (Incorporated by reference to Post-Effective Amendment No. 55 to the Registration Statement.)

			(i)	Articles of Amendment dated December 23, 1997. (Incorporated by reference to Post-Effective Amendment No. 65 to the Registration Statement.)

			(j)	Articles Supplementary dated March 2,1998. (Incorporated by reference to Post-Effective Amendment No. 65 to the Registration Statement.)

			(k)	Articles Supplementary dated March 31, 1998. (Incorporated by reference to Post-Effective Amendment No. 65 to the Registration Statement.)

			(l)	Articles of Transfer from Scudder Institutional Fund Inc., dated April 3, 1998. (Incorporated by reference to Post-Effective Amendment No. 67 to the Registration Statement.)

			(m)	Articles Supplementary dated June 7, 1999. (Incorporated by reference to Post-Effective Amendment No. 72 to the Registration Statement.)

			(n)	Articles Supplementary dated March 31, 2000. (Incorporated by reference to Post-Effective Amendment No. 79 to the Registration Statement.)

			(o)	Articles of Amendment dated August 11, 2000. (Incorporated by reference to Post-Effective Amendment No. 83 to the Registration Statement.)

			(p)	Articles Supplementary dated November 30, 2000. (Incorporated by reference to Post-Effective Amendment No. 83 to the Registration Statement.)

			(q)	Articles Supplementary dated November 30, 2000. (Incorporated by reference to Post-Effective Amendment No. 83 to the Registration Statement.)


		(r)	Articles Supplementary dated December 26, 2000. (Incorporated by reference to Post-Effective Amendment No. 83 to the Registration Statement.)

		(s)	Articles of Amendment dated December 26, 2000. (Incorporated by reference to Post-Effective Amendment No. 83 to the Registration Statement.)

		(t)	Articles Supplementary dated December 26, 2000. (Incorporated by reference to Post-Effective Amendment No. 83 to the Registration Statement.)

		(u)	Articles Supplementary dated December 26, 2000. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.)

		(v)	Articles Supplementary dated August 14, 2001. (Incorporated by reference to Post-Effective Amendment No. 86 to the Registration Statement.)

		(w)	Articles of Amendment dated August 16, 2004. (Incorporated by reference to Post-Effective Amendment No. 100 to the Registration Statement.)

		(x)	Articles Supplementary dated August 20, 2004. (Incorporated by reference to Post-Effective Amendment No. 100 to the Registration Statement.)

		(y)	Articles Supplementary dated October 12, 2004. (Incorporated by reference to Post-Effective Amendment No. 100 to the Registration Statement.)

(2	)	(a)	Amended and Restated By-Laws of the Registrant dated March 4, 1991. (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.)

		(b)	Amended and Restated By-Laws of the Registrant dated September 20, 1991. (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.)

		(c)	Amended and Restated By-Laws of the Registrant dated December 12, 1991. (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.)

		(d)	Amended and Restated By-Laws of the Registrant dated September 4, 1996. (Incorporated by reference to Post-Effective Amendment No. 55 to the Registration Statement.)

		(e)	Amended and Restated By-Laws of the Registrant dated December 3, 1997. (Incorporated by reference to Post-Effective Amendment No. 59 to the Registration Statement.)

		(f)	Amended and Restated By-Laws of the Registrant dated February 7, 2000. (Incorporated by reference to Post-Effective Amendment No. 80 to the Registration Statement.)

		(g)	Amended and Restated By-Laws of the Registrant dated November 13, 2000. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.)

		(h)	Amendment to By-Laws, dated December 10, 2002. (Incorporated by reference to Post-Effective Amendment No. 96 to the Registration Statement.)

		(i)	Certificate of the Secretary of the Scudder Funds dated October 30, 2003. (Incorporated by reference to Post-Effective Amendment No. 97 to the Registration Statement.)


		(j)	Amendment to By-Laws, dated October 14, 2003. (Incorporated by reference to Post-Effective Amendment No. 98 to the Registration Statement.)

		(k)	Amendment to By-Laws, dated August 10, 2004. (Incorporated by reference to Post-Effective Amendment No. 98 to the Registration Statement.)

(3	)	Inapplicable.

(4	)	The Agreement and Plan of Reorganization is attached as Appendix A to Part A of this registration statement on Form N-14.

(5	)	(a)	Sections [___] and Articles [___] of the Articles of Amendment and Restatement of the Registrant included in response to Item 16(1) of this Part C.

		(b)	Sections [___] of the Amended and Restated Bylaws of the Registrant included in response to Item 16(2) of this Part C.

(6	)	(a)	Investment Management Agreement between the Registrant, on behalf of Scudder International Fund and Deutsche Investment Management Americas Inc. dated April 5, 2002. (Incorporated by reference to Post-Effective Amendment No. 89 to the Registration Statement.)

		(b)	Research and Advisory Agreement between Deutsche Investment Management Americas Inc. and Deutsche Asset Management Investment Services Limited, on behalf of Scudder International Fund, dated September 30, 2002. (Incorporated by reference to Post-Effective Amendment No. 91 to the Registration Statement.)

		(c)	Investment Management Agreement between the Registrant, on behalf of Scudder Greater Europe Growth Fund, and Deutsche Investment Management Americas Inc., dated April 5, 2002. (Incorporated by reference to Post-Effective Amendment No. 91 to the Registration Statement.)

		(d)	Investment Management Agreement between the Registrant, on behalf of Scudder Latin America Fund, and Deutsche Investment Management Americas Inc., dated April 5, 2002. (Incorporated by reference to Post-Effective Amendment No. 91 to the Registration Statement.)

		(e)	Investment Management Agreement between the Registrant, on behalf of Scudder Pacific Opportunities Fund, and Deutsche Investment Management Americas Inc., dated April 5, 2002. (Incorporated by reference to Post-Effective Amendment No. 91 to the Registration Statement.)

		(f)	Investment Management Agreement between the Registrant, on behalf of Scudder Emerging Markets Growth Fund, and Deutsche Investment Management Americas Inc., dated April 5, 2002. (Incorporated by reference to Post-Effective Amendment No. 91 to the Registration Statement.)

		(g)	Research and Advisory Agreement between Deutsche Investment Management Americas Inc. and Deutsche Asset Management Investment Services Limited, on behalf of Scudder Greater Europe Growth Fund. (Incorporated by reference to Post-Effective Amendment No. 91 to the Registration Statement.)

		(h)	Research and Advisory Agreement between Deutsche Investment Management Americas Inc. and Deutsche Asset Management Investment Services Limited, on behalf of Scudder


			Pacific Opportunities Fund. (Incorporated by reference to Post-Effective Amendment No. 93 to the Registration Statement.)

		(i)	Amendment to Research and Advisory Agreement between Deutsche Investment Management Americas Inc. and Deutsche Asset Management Investment Services Limited, dated April 23, 2003, on behalf of the Scudder International Fund. (Incorporated by reference to Post-Effective Amendment No. 96 to the Registration Statement.)

		(j)	Amendment to Research and Advisory Agreement between Deutsche Investment Management Americas Inc. and Deutsche Asset Management (Asia) Limited, dated April 23, 2003, on behalf of the Scudder Pacific Opportunities Fund. (Incorporated by reference to Post-Effective Amendment No. 96 to the Registration Statement.)

		(k)	Amendment to Research and Advisory Agreement between Deutsche Investment Management Americas Inc. and Deutsche Asset Management Investment Services Limited, dated April 23, 2003, on behalf of the Scudder Greater Europe Growth Fund. (Incorporated by reference to Post-Effective Amendment No. [___] to the Registration Statement.)

(7	)	(a)	Underwriting and Distribution Services Agreement between the Registrant and Scudder Distributors, Inc. dated April 5, 2002. (Incorporated by reference to Post-Effective Amendment No. 89 to the Registration Statement.)

		(b)	Underwriting Agreement between the Registrant and Scudder Distributors, Inc. dated September 30, 2002. (Incorporated by reference to Post-Effective Amendment No. 89 to the Registration Statement.)

(8	)	Inapplicable.

(9	)	(a)	Custodian Contract between the Registrant, on behalf of Scudder Latin America Fund, and Brown Brothers Harriman & Co. dated November 25, 1992. (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.)

		(b)	Custodian Contract between the Registrant, on behalf of Scudder Pacific Opportunities Fund, and Brown Brothers Harriman & Co. dated November 25, 1992. (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.)

		(c)	Custodian Contract between the Registrant, on behalf of Scudder Greater Europe Growth Fund, and Brown Brothers Harriman & Co. dated October 10, 1994. (Incorporated by reference to Post-Effective Amendment No. 44 to the Registration Statement.)

		(d)	Custodian Contract between the Registrant and Brown Brothers Harriman & Co. dated March 7, 1995. (Incorporated by reference to Post-Effective Amendment No. 55 to the Registration Statement.)

		(e)	Fee schedule for Exhibit (9)(d). (Incorporated by reference to Post-Effective Amendment No. 55 to the Registration Statement.)

		(f)	Fee schedule for Exhibit (9)(d) dated July 2000. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.)

		(g)	Master Subcustodian Agreement between Brown Brothers Harriman & Co. and Morgan Guaranty Trust Company of New York, Brussels office, dated November 15, 1976.


			(Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.)

		(h)	Fee schedule for Exhibit (9)(g). (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.)

		(i)	Subcustodian Agreement between Brown Brothers Harriman & Co. and The Bank of New York, London office, dated January 30, 1979. (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.)

		(j)	Fee schedule for Exhibit (9)(i). (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.)

		(k)	Master Subcustodian Agreement between Brown Brothers Harriman & Co. and The Chase Manhattan Bank, N.A., Singapore office, dated June 9, 1980. (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.)

		(l)	Fee schedule for Exhibit (9)(k). (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.).

		(m)	Master Subcustodian Agreement between Brown Brothers Harriman & Co. and The Chase Manhattan Bank, N.A., Hong Kong office, dated June 4, 1979. (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.)

		(n)	Fee schedule for Exhibit (9)(m). (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.)

		(o)	Master Subcustodian Agreement between Brown Brothers Harriman & Co. and Citibank, N.A. New York office, dated July 16, 1981. (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.)

		(p)	Fee schedule for Exhibit (9)(o). (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.)

(10	)	(a)	Rule 12b-1 Plan for Scudder International Fund Classes A, B and C shares, dated December 29, 2000. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.)

		(b)	Rule 12b-1 Plan for Scudder Emerging Markets Growth Fund Classes A, B and C shares, dated December 29, 2000. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.)

		(c)	Rule 12b-1 Plan for Scudder Greater Europe Growth Fund Classes A, B and C shares, dated December 29, 2000. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.)

		(d)	Rule 12b-1 Plan for Scudder Latin America Fund Classes A, B and C shares, dated December 29, 2000. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.)

		(e)	Rule 12b-1 Plan for Scudder Pacific Opportunities Fund Classes A, B and C shares, dated December 29, 2000. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.)


						(f)		Plan with respect to Scudder International Fund pursuant to Rule 18f-3. (Incorporated by reference to Post-Effective Amendment No. 58 to the Registration Statement.)

						(g)		Amended Plan with respect to Scudder International Fund pursuant to Rule 18f-3 dated June 7, 1999. (Incorporated by reference to Post-Effective Amendment No. 72 to the Registration Statement.)

						(h)		Plan with respect to Scudder Latin America Fund pursuant to Rule 18f-3. (Incorporated by reference to Post-Effective Amendment No. 80 to the Registration Statement.)

						(i)		Plan with respect to Scudder Pacific Opportunities Fund pursuant to Rule 18f-3. (Incorporated by reference to Post-Effective Amendment No. 80 to the Registration Statement.)

						(j)		Plan with respect to Scudder Greater Europe Growth Fund pursuant to Rule 18f-3. (Incorporated by reference to Post-Effective Amendment No. 80 to the Registration Statement.)

						(k)		Plan with respect to Scudder Emerging Markets Growth Fund pursuant to Rule 18f-3. (Incorporated by reference to Post-Effective Amendment No. 80 to the Registration Statement.)

						(l)		Amended and Restated Plan with respect to Scudder International Fund pursuant to Rule 18f-3. (Incorporated by reference to Post-Effective Amendment No. 80 to the Registration Statement.)

						(m)		Amended and Restated Plan with respect to Scudder Pacific Opportunities Fund pursuant to Rule 18f-3. (Incorporated by reference to Post-Effective Amendment No. 80 to the Registration Statement.)

						(n)		Amended and Restated Plan with respect to Scudder Latin America Fund pursuant to Rule 18f-3. (Incorporated by reference to Post-Effective Amendment No. 80 to the Registration Statement.)

						(o)		Amended and Restated Plan with respect to Scudder Greater Europe Growth Fund pursuant to Rule 18f-3. (Incorporated by reference to Post-Effective Amendment No. 80 to the Registration Statement.)

						(p)		Amended and Restated Plan with respect to Scudder Emerging Markets Growth Fund pursuant to Rule 18f-3. (Incorporated by reference to Post-Effective Amendment No. 80 to the Registration Statement.)

						(q)		Amended and Restated Plan with respect to Scudder International Fund pursuant to Rule 18f-3. (Incorporated by reference to Post-Effective Amendment No. 80 to the Registration Statement.)

						(r)		Amended and Restated Plan with respect to Scudder International Fund pursuant to Rule 18f-3, dated December 29, 2000. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.)

						(s)		Amended and Restated Plan with respect to Scudder Latin America Fund pursuant to Rule 18f-3. (Incorporated by reference to Post-Effective Amendment No. 86 to the Registration Statement).


		(t)	Amended and Restated Plan with respect to Scudder Greater Europe Growth Fund, Scudder Pacific Opportunities Fund and Scudder Latin America Fund pursuant to Rule 18f-3. (Incorporated by reference to Post-Effective Amendment No. 93 to the Registration Statement.)

		(u)	Amended and Restated Plan with respect to the Registrant pursuant to Rule 18f-3 dated January 31, 2003. (Incorporated by reference to Post-Effective Amendment No. 96 to the Registration Statement.)

		(v)	Amended and Restated Plan with respect to the Registrant pursuant to Rule 18f-3 dated October 12, 2004. (Incorporated by reference to Post-Effective Amendment No. 100 to the Registration Statement.)

(11	)	Opinion of Ropes & Gray LLP, including consent, to be filed by Pre-Effective Amendment to this registration statement on Form N-14.

(12	)	Form of Opinion of Willkie Farr & Gallagher LLP as to Tax Matters, including consent, to be filed by Pre-Effective Amendment to this registration statement on Form N-14.

(13	)	(a)	Transfer Agency and Service Agreement between the Registrant and Scudder Service Corporation dated October 2, 1989. (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.)

		(b)	Fee schedule for Exhibit (13)(a). (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.)

		(c)	Service Agreement between Copeland Associates, Inc. and Scudder Service Corporation dated June 8, 1995. (Incorporated by reference to Post-Effective Amendment No. 45 to the Registration Statement.)

		(d)	COMPASS and TRAK 2000 Service Agreement between the Registrant and Scudder Trust Company dated October 1, 1995. (Incorporated by reference to Exhibit 9(c)(3) to Post-Effective Amendment No. 47 to the Registration Statement.)

		(e)	Shareholder Services Agreement between the Registrant and Charles Schwab & Co., Inc. dated June 1, 1990. (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.)

		(f)	Fund Accounting Services Agreement between the Registrant, on behalf of Scudder Greater Europe Growth Fund, and Scudder Fund Accounting Corporation dated October 10, 1994. (Incorporated by reference to Post-Effective Amendment No. 44 to the Registration Statement.)

		(g)	Fund Accounting Services Agreement between the Registrant, on behalf of Scudder International Fund, and Scudder Fund Accounting Corporation dated April 12, 1995. (Incorporated by reference to Post-Effective Amendment No. 45 to the Registration Statement.)

		(h)	Fund Accounting Services Agreement between the Registrant, on behalf of Scudder Latin America Fund, dated May 17, 1995. (Incorporated by reference to Exhibit 9(e)(3) to Post-Effective Amendment No. 47 to the Registration Statement.)

		(i)	Fund Accounting Services Agreement between the Registrant, on behalf of Scudder Pacific Opportunities Fund, dated May 5, 1995. (Incorporated by reference to Exhibit 9(e)(4) to Post-Effective Amendment No. 47 to the Registration Statement.)


						(j)		Fund Accounting Services Agreement between the Registrant, on behalf of Scudder Emerging Markets Growth Fund dated May 8, 1996. (Incorporated by reference to Exhibit 9(e)(5) to Post-Effective Amendment No. 49 to the Registration Statement.)

						(k)		Administrative Services Agreement between Scudder International Fund, Inc., on behalf of Scudder International Fund, and Scudder Investors Service Company. (Incorporated by reference to Post-Effective Amendment No. 72 to the Registration Statement.)

						(l)		Fee schedule for Exhibit (13)(l). (Incorporated by reference to Post-Effective Amendment No. 72 to the Registration Statement.)

						(m)		Agency Agreement between Scudder International Fund, Inc., and Kemper Service Company dated June 7, 1999. (Incorporated by reference to Post-Effective Amendment No. 72 to the Registration Statement.)

						(n)		Administrative Agreement between the Registrant on behalf of Scudder International Fund, Inc. and Scudder Kemper Investments, Inc. dated October 2, 2000. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.)

						(o)		Amended and Restated Administrative Services Agreement between the Registrant and Scudder Kemper Investments, Inc., dated December 29, 2000. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.)

						(p)		Fund Accounting Services Agreement between the Registrant (on behalf of Scudder Pacific Opportunities Fund) and Scudder Fund Accounting Corporation, dated November 13, 2000. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.)

						(q)		Fund Accounting Services Agreement between the Registrant (on behalf of Scudder Latin America Fund) and Scudder Fund Accounting Corporation, dated November 13, 2000. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.)

						(r)		Fund Accounting Services Agreement between the Registrant (on behalf of Scudder Greater Europe Growth Fund) and Scudder Fund Accounting Corporation, dated November 13, 2000. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.)

						(s)		Fund Accounting Services Agreement between the Registrant (on behalf of Scudder Emerging Markets Growth Fund) and Scudder Fund Accounting Corporation, dated November 13, 2000. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.)

						(t)		Agency Agreement between the Registrant and Kemper Service Company, dated November 13, 2000. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.)

						(u)		Shareholder Services Agreement between the Registrant, for Classes A,B and C shares, and Kemper Distributors, Inc., dated December 29, 2000. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.)

						(v)		Amended and Restated Administrative Services Agreement between Zurich Scudder Investments, Inc. and the Registrant. (Incorporated by reference to Post-Effective Amendment No. 87 to the Registration Statement.)


		(w)	Shareholder Services Agreement between the Registrant, for Classes A, B and C shares, and Scudder Distributor, Inc. dated April 5, 2002. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.)

		(x)	Amendment No. 1 to the Transfer Agency and Service Agreement dated June 11, 2002. (Incorporated by reference to Post-Effective Amendment No. 91 to the Registration Statement.)

		(y)	Form of Letter of Indemnity to the Scudder Funds dated October ___, 2004. (Incorporated by reference to Post-Effective Amendment No. 99 to the Registration Statement.)

		(z)	Form of Letter of Indemnity to the Scudder Funds dated October ___, 2004. (Incorporated by reference to Post-Effective Amendment No. 99 to the Registration Statement.)

		(aa)	Form of Letter of Indemnity to the Independent Directors dated October ___, 2004. (Incorporated by reference to Post-Effective Amendment No. 99 to the Registration Statement.)

(14	)	(a)	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm to Scudder Emerging Markets Fund, to be filed by Pre-Effective Amendment to this registration statement on Form N-14.

		(b)	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm to Scudder New Asia Fund, to be filed by Pre-Effective Amendment to this registration statement on Form N-14.

(15	)	Inapplicable.

(16	)	Power of Attorney is filed herein as Exhibit 16.

(17	)	Inapplicable.

Item 17. Undertakings

(1)		The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act [17 CFR 230.145c], the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2)		The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

SIGNATURES

As required by the Securities Act of 1933, as amended, this Registration Statement has been signed on behalf of the Registrant, in the City of Boston and The Commonwealth of Massachusetts on the 29th day of July, 2005.


SCUDDER INTERNATIONAL FUND, INC.

By:		/s/ Julian F. Sluyters

		Julian F. Sluyters
		Chief Executive Officer

As required by the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Paul Schubert
Paul Schubert	Chief Financial Officer	July 29, 2005

Henry P. Becton, Jr.
Henry P. Becton, Jr.*	Director	July 29, 2005

Dawn-Marie Driscoll
Dawn-Marie Driscoll*	Director	July 29, 2005

Keith R. Fox
Keith R. Fox*	Director	July 29, 2005

Jean Gleason Stromberg
Jean Gleason Stromberg*	Director	July 29, 2005

Carl W. Vogt
Carl W. Vogt*	Director	July 29, 2005

/s/ Julian F. Sluyters
Julian F. Sluyters	Chief Executive Officer	July 29, 2005


*By:		/s/ John Millette
		John Millette**
		Vice President and Secretary
		Dated July 29, 2005


**		Attorney-in-fact pursuant to Power of Attorney filed herein as Exhibit 16.

EXHIBIT INDEX

(16) Power of Attorney

EX-99.16 2 y11302exv99w16.htm EX-99.16: POWER OF ATTORNEY EX-99.16

Exhibit (16)

SCUDDER INTERNATIONAL FUND, INC.

Power of Attorney

We, the undersigned Directors of Scudder Emerging Markets Fund (the “Fund”), hereby severally constitute and appoint Daniel O. Hirsh, John Millette and Caroline Pearson, and each of them singly, our true and lawful attorney and agent, with full power to them and to each of them, to sign for us, and in our names and in the capacities indicated below, any Registration Statement on Form N-14 for the Fund and any and all amendments (including pre-effective and post-effective amendments) to said Registration Statements and to file the same with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys, and each of them acting alone, full power and authority to do and to perform each and every act and thing requisite or necessary to be done in the premises, as fully to all intents and purposes as he might or could do in person, and hereby ratify and confirm all that said attorneys or any of them may lawfully do or cause to be done by virtue thereof.

WITNESS my hand and seal on the date set forth below.


SIGNATURE	TITLE	DATE


/s/ Dawn-Marie Driscoll
Dawn-Marie Driscoll	Chairman of the Board; Director	July 25, 2005

/s/ Henry P. Becton, Jr.
Henry P. Becton, Jr.	Director	July 25, 2005

/s/ Keith R. Fox
Keith R. Fox	Director	July 25, 2005

/s/ Jean Gleason Stromberg
Jean Gleason Stromberg	Director	July 25, 2005

/s/ Carl W. Vogt
Carl W. Vogt	Director	July 25, 2005

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	•	Through the Internet, by going to the website listed on your proxy card;

	•	By telephone, with a toll-free call to the number listed on your proxy card;

	•	By mail, by sending the enclosed proxy card, signed and dated, to us in the enclosed envelope; or

	•	In person, by attending the meeting.


Proposal 1:	Approval of a proposed merger of New Asia Fund into Scudder Emerging Markets Fund (“Emerging Markets Fund”), a series of Scudder International Fund, Inc. In this merger, your shares of New Asia Fund would, in effect, be exchanged, on a tax-free basis for federal income tax purposes, for shares of Emerging Markets Fund with an equal aggregate net asset value.

Proposal 2:	Election of Ronaldo A. da Fiota Nogueria and Kesop Yun to the Board of Directors of New Asia Fund.


	•	Eliminate redundancies within the Scudder fund family by reorganizing and combining certain funds; and

	•	Focus its investment resources on a core set of funds that best meets investor needs.


	•	New Asia Fund has been trading at a discount from net asset value as of the date of this Prospectus/ Proxy Statement. New Asia Fund shareholders would receive Emerging Market Fund shares with an equal aggregate net asset value as their New Asia Fund shares pursuant to the merger, and Emerging Markets Fund (as an open-end fund) permits shareholders to redeem their shares at net asset value (less any applicable redemption fee);

	•	New Asia Fund shareholders will have the opportunity to invest in a larger fund with an expanded investment universe;

	•	Shareholders will have the potential for economies of scale;

	•	The combined fund will have a lower total fund operating expense ratio than New Asia Fund; and

	•	The merger would be a tax-free reorganization for federal income tax purposes for the shareholders.


Proposal 1:	Approving an Agreement and Plan of Reorganization and the transactions it contemplates, including the transfer of all of the assets of New Asia Fund to Scudder Emerging Markets Fund (“Emerging Markets Fund”), in exchange for shares of Emerging Markets Fund and the assumption by Emerging Markets Fund of all liabilities of New Asia Fund, and the distribution of such shares, on a tax-free basis for federal income tax purposes, to the shareholders of New Asia Fund in complete liquidation and dissolution of New Asia Fund.

Proposal 2:	Election of Ronaldo A. da Fiota Nogueria and Kesop Yun to the Board of Directors of New Asia Fund.


John W. Gerstmayr, Esq. Thomas R. Hiller, Esq. Ropes & Gray LLP One International Place Boston, Massachusetts 02110-2624		William D. Regner, Esq. Debevoise & Plimpton LLP 919 Third Avenue New York, New York 10022


	•	A Notice of a Meeting of Shareholders, which summarizes the issues for which you are being asked to provide voting instructions; and


	•	A Prospectus/ Proxy Statement, which provides detailed information on Emerging Markets Fund, the nominees for election as Directors, the specific proposals being considered at the stockholders’ meeting and why the proposals are being made.


	Sincerely yours,


	Julian F. Sluyters
	Chief Executive Officer
	Scudder New Asia Fund


Registration			Valid Signature

Corporate Accounts
	(1) ABC Corp.		ABC Corp.,
			John Doe, Treasurer
	(2) ABC Corp.		John Doe, Treasurer
	(3) ABC Corp. c/o John Doe, Treasurer		John Doe
	(4) ABC Corp. Profit Sharing Plan		John Doe, Director

Partnership Accounts
	(1) The XYZ Partnership		Jane B. Smith, Partner
	(2) Smith and Jones, Limited Partnership		Jane B. Smith, General Partner

Trust Accounts
	(1) ABC Trust Account		Jane B. Doe, Director
	(2) Jane B. Doe, Trustee u/t/d 12/28/78		Jane B. Doe

Custodial or Estate Accounts
	(1) John B. Smith, Cust. f/b/o John B. Smith Jr.
		UGMA/ UTMA	John B. Smith
	(2) Estate of John B. Smith		John B. Smith, Jr., Executor


	(i) the prospectus of Emerging Markets Fund, dated February 25, 2005, as supplemented from time to time, relating to Class S shares, a copy of which is included with this Prospectus/ Proxy Statement;

	(ii) the statement of additional information relating to the proposed merger, dated [effective date] (the “Merger SAI”); and

	(iii) the financial statements and related independent registered public accounting firm’s report included in the New Asia Fund’s Annual Report to Shareholders for the fiscal year ended December 31, 2004 and the Semiannual Report to Shareholders for the period ended June 30, 2004.


2.	What will happen to my shares of New Asia Fund as a result of the merger?


3.	Why have the Directors of New Asia Fund recommended that I approve the merger?


	•	The New Asia Fund has historically traded at a discount from net asset value (including % as of the date the merger was announced and % as of [recent date]). The New Asia Fund shareholders should receive Emerging Market shares with an equal aggregate net asset value as their New Asia Fund shares as of the Valuation Time pursuant to the merger and Emerging Markets Fund (as an open-end fund) permits shareholders to redeem their shares at net asset value (less any applicable redemption fee).

	•	The merger offers New Asia Fund shareholders the opportunity to invest in a significantly larger fund with an expanded investment universe.

	•	Shareholders will have the potential for economies of scale;


	•	The combined fund is expected to have lower total fund operating expense ratios than New Asia Fund.

	•	The merger is structured as a tax-free reorganization for federal income tax purposes. Shareholders are not expected to recognize any gain or loss for federal income tax purposes directly as a result of the merger.


																	Net
											Total						Annual Fund
					Distribution/						Annual Fund			Less Expense			Operating
		Management			Service (12b-1)			Other			Operating			Waiver/			Expenses
		Fee			Fees			Expenses			Expenses			Reimbursements			(After Waiver)

New Asia Fund
	Common shares		1.25	%		0.00	%	[		]%		1.79	%		—	%		1.79	%
Emerging Markets Fund
	Class S		1.25	%		0.00	%		0.77	%(1)		2.02	%		0.27	%(1)		1.75	%
Emerging Markets Fund
	(Pro forma combined)
	Class S		1.075	%(2)		0.00	%		0.55	%(3)		1.64	%		0.09	%(4)		1.55	%


		1 Year		3 Years		5 Years		10 Years

New Asia Fund
	Common shares	$		$		$		$
Emerging Markets Fund
	Class S	$	178	$	607	$	1,063	$	2,326
Emerging Markets Fund
	(Pro forma combined)
	Class S(1)	$		$		$		$


4.	How do the investment goals, policies and restrictions of the two Funds compare?


							Emerging Markets
	New			Emerging			Fund — Pro Forma
Country	Asia Fund			Markets Fund			Combined(1)

			%			%			%
			%			%			%
			%			%			%
			%			%			%
			%			%			%
			%			%			%
			%			%			%
			%			%			%
			%			%			%
			%			%			%
Other			%			%			%
		100	%		100	%		100	%


(1)	Reflects the blended characteristics of New Asia Fund and Emerging Markets Fund as of April 30, 2005. The portfolio composition and characteristics of the combined fund will change consistent with its stated investment objective and policies.


5.	How do the management fees and expense ratios of the two Funds compare, and what are they estimated to be following the merger?


(1)	As a closed-end fund, the New Asia Fund trades on the New York Stock Exchange and does not charge a sales load nor a redemption fee.

(2)	The Emerging Markets Fund imposes a redemption fee of 2.00% of the total redemption amount on all Fund shares redeemed or exchanged within 30 days of purchase.


(1)	Through February 28, 2006, the Advisor has contractually agreed to waive all or a portion of its management fee and reimburse or pay operating expenses of the fund to the extent necessary to maintain the fund’s total annual operating expenses at 1.75% for Class S shares, excluding certain expenses such as extraordinary expenses, taxes, brokerage, interest, director and director counsel fees, and organizational and offering expenses.

(2)	Restated to reflect the management fee schedule for Emerging Markets Fund that will be effective upon consummation of the merger.

(3)	Other expenses are estimated, accounting for the effect of the merger.

(4)	Through [ ], 2008, DeIM has contractually agreed to waive all or a portion of its management fee and reimburse or pay operating expenses of the fund to the extent necessary to maintain the fund’s total annual operating expenses at 1.55% for Class S shares, excluding certain expenses such as extraordinary expenses, taxes, brokerage, interest, director and director counsel fees, and organizational and offering expenses.


(1)	Includes one year of capped expenses in this “1 Year” period and three years of capped expenses in each of the “3 Years”, “5 Years” and “10 Years” periods.


6.	What are the federal income tax consequences of the proposed merger?


8.	Do the procedures for purchasing, redeeming and exchanging shares of the two Funds differ?


11.	What percentage of shareholders’ votes is required to approve the merger?


	•	Political Risk. Some foreign governments have limited the outflow of profits to investors abroad, imposed restrictions on the exchange or export of foreign currency, extended diplomatic disputes to include trade and financial relations, seized foreign investment and imposed high taxes. The New Asia Fund is subject to similar risks.

	•	Information Risk. Companies based in foreign markets are usually not subject to accounting, auditing and financial reporting standards and practices as stringent as those in the U.S. Therefore, their financial reports may present an incomplete, untimely or misleading picture of a foreign company, as compared to the financial reports of U.S. companies. The New Asia Fund is subject to similar risks.

	•	Liquidity Risk. Investments that trade less can be more difficult or more costly to buy, or to sell, than more liquid or active investments. This liquidity risk is a factor of the trading volume of a particular investment, as well as the size and liquidity of the entire local market. On the whole, foreign exchanges are smaller and less liquid than the U.S. market. This can make buying and selling certain investments more difficult and costly. Relatively small transactions in some instances can have a disproportionately large effect on the price and supply of securities. In certain situations, it may become virtually impossible to sell an investment in an orderly fashion at a price that approaches the managers’ estimate of its value. For the same reason, it may at times be difficult to value the Emerging Markets Fund’s foreign investments. The New Asia Fund is subject to similar risks.


	•	Regulatory Risk. There is generally less government regulation of foreign markets, companies and securities dealers than in the U.S. The New Asia Fund is subject to similar risks.

	•	Currency Risk. The Emerging Markets Fund invests in securities denominated in foreign currencies. This creates the possibility that changes in exchange rates between foreign currencies and the U.S. dollar will affect the U.S. dollar value of foreign securities or the income or gain received on these securities. The New Asia Fund is subject to similar risks

	•	Limited Legal Recourse Risk. Legal remedies for investors may be more limited than the remedies available in the U.S. The New Asia Fund is subject to similar risks.

	•	Trading Practice Risk. Brokerage commissions and other fees may be higher for foreign investments than for U.S. investments. The procedures and rules governing foreign transactions and custody may also involve delays in payment, delivery or recovery of money or investments. The New Asia Fund is subject to similar risks.

	•	Taxes. Foreign withholding and certain other taxes may reduce the amount of income available to distribute to shareholders of the fund. In addition, special U.S. tax considerations may apply to the fund’s foreign investments. The New Asia Fund is subject to similar risks.


	•	the managers could be incorrect in their analysis of industries, companies, geographic and economic trends, the relative attractiveness of growth stocks and value stocks or other matters; and

	•	derivatives could produce disproportionate losses due to a variety of factors, including the unwillingness or inability of the counterparty to meet its obligations or unexpected price or interest rate movements.


	*High Yield, High Risk Securities.* The New Asia Fund may investment in below investment-grade securities (rated Ba and lower by Moody’s and BB and lower by S&P) or unrated securities of equivalent quality in DeIM’s judgment, carry a high degree of risk (including the possibility of default or bankruptcy of the issuers of such securities), generally involve greater volatility of price and risk of principal and income, may be less liquid than securities in the higher ratings categories and are considered speculative. Such below investment-grade securities are commonly referred to as junk bonds. The lower the ratings of such debt securities, the more their risks render them like equity securities. Debt rated Ba or B by Moody’s or BB or B by S&P is not consider investment-grade and is regarded as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligation and involve major risk exposure to adverse conditions.

	*Common Shares Trading at Discount From Net Asset Value.* The New Asia Fund common shares frequently have traded at a discount from net asset value since the commencement of the Fund’s operations.


		Past			Past			Past
		1 Year			5 Years			10 Years

Emerging Markets Fund(1)
Class S
	Return before Taxes		22.39	%		3.54	%		4.65	%
	Return after Taxes on Distributions		22.92	%		3.77	%		4.77	%
	Return after Taxes on Distributions and Sale of Fund Shares		15.39	%		3.30	%		4.20	%
	Index (reflects no deductions for fees, expenses or taxes)(2)		25.95	%		4.62	%		3.35	%
New Asia Fund
Common shares			10.81	%		64.03	%		(10.70	)%


(1)	Total returns for Emerging Markets Fund from 2000, 2003 and 2004 would have been lower if operating expenses hadn’t been reduced.

(2)	Index: The MSCI Emerging Market Index is an unmanaged capitalization-weighted index of companies in a universe of 26 emerging markets.


	•	The New Asia Fund has historically traded at a discount from net asset value (including % as of the date the merger was announced and % as of [recent date]). The New Asia Fund shareholders would receive Emerging Markets Fund shares with an equal aggregate net asset value as their New Asia Fund shares as of the Valuation Time pursuant to the merger, and Emerging Markets Fund (as an open-end fund) permits shareholders to redeem their shares at net asset value (less any applicable redemption fee);

	•	The fees and expense ratios of the Funds, including comparisons between the expense ratios of New Asia Fund and the estimated operating expense ratios of the combined fund, and between the estimated operating expense ratios of the combined fund and other investment companies with similar investment objectives, and in particular noted that the estimated operating expense ratio of Class S shares of the combined fund is [substantially] lower than that of the common shares of New Asia Fund currently;

	•	That DeIM agreed to cap the combined fund’s operating expense ratios for approximately a three-year period at levels below New Asia Fund’s current operating expense ratios;

	•	The terms and conditions of the merger and whether the merger would result in the dilution of shareholder interests;


	•	The compatibility of New Asia Fund’s and Emerging Markets Fund’s investment objectives, policies, restrictions and portfolios and that the merger would permit the shareholders of New Asia Fund to invest in a larger fund with an expanded investment universe;

	•	Prospects for the combined fund to attract additional assets and possibly enjoy any related economies of scale;

	•	The tax consequences of the merger on New Asia Fund and its shareholders as well as historical and pro forma attributes of the New Asia Fund;

	•	That DeIM has agreed to indemnify Emerging Markets Fund against certain liabilities Emerging Markets Fund may incur in connection with any litigation or regulatory action related to possible improper market timing or possible improper marketing and sales activity in Emerging Markets Fund (see Section VI) so that the likelihood that the combined fund would suffer any loss is considered by Fund management to be remote; and

	•	That the New Asia Fund would bear all expenses associated with the merger, including transaction costs associated with any related repositioning of the New Asia Fund’s portfolio.


	(i) the acquisition by Emerging Markets Fund of all of the assets of New Asia Fund solely in exchange for Merger Shares and the assumption by Emerging Markets Fund of all of the liabilities of New Asia Fund, followed by the distribution by New Asia Fund to its shareholders of Merger Shares in complete liquidation of New Asia Fund, all pursuant to the Agreement, constitutes a reorganization within the meaning of Section 368(a) of the Code, and New Asia Fund and Emerging Markets Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code;

	(ii) under Section 361 of the Code, New Asia Fund will not recognize gain or loss upon the transfer of New Asia Fund’s assets to Emerging Markets Fund in exchange for Merger Shares and the assumption of the New Asia Fund liabilities by Emerging Markets Fund, and New Asia Fund will not recognize gain or loss upon the distribution to New Asia Fund’s shareholders of the Merger Shares in liquidation of New Asia Fund;

	(iii) under Section 354 of the Code, shareholders of New Asia Fund will not recognize gain or loss on the receipt of Merger Shares solely in exchange for New Asia Fund shares;

	(iv) under Section 358 of the Code, the aggregate basis of the Merger Shares received by each shareholder of New Asia Fund will be the same as the aggregate basis of New Asia Fund shares exchanged therefor;

	(v) under Section 1223(1) of the Code, the holding period of the Merger Shares received by each New Asia Fund shareholder will include the holding periods of New Asia Fund shares exchanged therefor, provided that the New Asia Fund shareholder held the New Asia Fund shares at the time of the reorganization as a capital asset;


	(vi) under Section 1032 of the Code, Emerging Markets Fund will not recognize gain or loss upon the receipt of assets of New Asia Fund in exchange for Merger Shares and the assumption by Emerging Markets Fund of all of the liabilities of New Asia Fund;

	(vii) under Section 362(b) of the Code, the basis of the assets of New Asia Fund transferred to Emerging Markets Fund in the reorganization will be the same in the hands of Emerging Markets Fund as the basis of such assets in the hands of New Asia Fund immediately prior to the transfer; and

	(viii) under Section 1223(2) of the Code, the holding periods of the assets of New Asia Fund transferred to Emerging Markets Fund in the reorganization in the hands of Emerging Markets Fund will include the periods during which such assets were held by New Asia Fund.