SCUDDER GROWTH AND INCOME FUND

                                 Class R Shares

                         SUPPLEMENT TO THE STATEMENT OF
                   ADDITIONAL INFORMATION DATED AUGUST 1, 1999

                           --------------------------


The  following  supplements  information  found  in  the  "Distributor"  section
beginning on page 28:

         SIS  may in its  discretion  compensate  investment  dealers  or  other
financial  services  firms  indirectly  through  Kemper  Distributors,  Inc.  in
connection with the sale of Class R shares of the Fund at net asset value to:

         (i) any purchaser,  provided that the amount  invested by the purchaser
in certain  "qualifying  funds" totals in the aggregate at least $1,000,000 (the
following are "Qualifying  Funds,"  although others may be included at any time:
Class R shares of  Scudder  Growth and  Income  Fund,  Class R shares of Scudder
International  Fund, Class R shares of Scudder Large Company Growth Fund, Kemper
Technology  Fund,  Kemper Total Return Fund,  Kemper  Growth Fund,  Kemper Small
Capitalization  Equity Fund, Kemper Income and Capital Preservation Fund, Kemper
Municipal Bond Fund,  Kemper  Strategic  Income Fund,  Kemper High Yield Series,
Kemper U.S. Government  Securities Fund, Kemper International Fund, Kemper State
Tax-Free Income Series, Kemper Blue Chip Fund, Kemper Global Income Fund, Kemper
Target  Equity  Fund,  Kemper  Intermediate  Municipal  Bond Fund,  Kemper  Cash
Reserves Fund, Kemper U.S. Mortgage Fund, Kemper  Short-Intermediate  Government
Fund,  Kemper Value Series,  Inc., Kemper Value Plus Growth Fund, Kemper Horizon
Fund,  Kemper Europe Fund,  Kemper Asian Growth Fund,  Kemper  Aggressive Growth
Fund, Kemper  Global/International  Series,  Inc.,  Kemper Equity Trust,  Kemper
Income Trust,  Kemper Funds Trust,  Kemper Securities Trust, Zurich Money Market
Fund, Zurich Government Money Fund, Stable Value II, and Stock Index II);

         (ii) any purchaser  providing a Letter of Intent (the "Letter"),  which
imposes no obligation to purchase or sell additional  shares,  provides that the
first  purchase  following  execution  of the Letter  must be at least 5% of the
amount of the  intended  purchase,  and that 5% of the  amount  of the  intended
purchase  normally  will  be held  in  escrow  in the  form  of  shares  pending
completion of the intended purchase, to invest at least $1,000,000 in Qualifying
Funds over a 24-month period; or

         (iii)  certain  employer-sponsored  retirement  plans  with 200 or more
eligible employees.

         SIS may  provide  such  compensation  to  investment  dealers  or other
financial  services  firms up to the following  amounts:  1.00% of the net asset
value of  shares  sold on  amounts  of up to $5  million,  0.50% on the next $45
million and 0.25% on amounts over $50 million.  The commission  schedule will be
reset on a  calendar  year  basis  for  sales of  shares  to  employer-sponsored
employee benefit plans using the subaccount  recordkeeping system made available
through Kemper Service  Company.  For purposes of  determining  the  appropriate
commission  percentage to be applied to a particular sale, SIS will consider the
cumulative amount invested by the purchaser in Qualifying Funds.


October 15, 1999