N-30D 1 mpr.htm ANNUAL REPORT Zurich Scudder Investments

[Scudder Investments logo]


Scudder Money Market Series

Prime Reserve Shares

Premium Shares

Class AARP and Class S Shares

Annual Report

May 31, 2002



Contents


<Click Here> Letter from the Series' President

<Click Here> Portfolio Management Review

<Click Here> Investment Portfolio

<Click Here> Financial Statements

<Click Here> Financial Highlights

<Click Here> Notes to Financial Statements

<Click Here> Report of Independent Accountants

<Click Here> Tax Information

<Click Here> Shareholder Meeting Results

<Click Here> Trustees and Officers

<Click Here> Investment Products and Services

<Click Here> Account Management Resources

Scudder Prime Reserve Shares

Ticker Symbol

Fund Number

Class AARP

APSXX

109

Class S

SCRXX

309

Scudder Premium Shares

Class AARP

SMMXX

102

Class S

SPMXX

402


On April 5, 2002, Zurich Scudder Investments (ZSI) was acquired by Deutsche Bank. Upon the closing of this transaction, ZSI became part of Deutsche Asset Management and changed its name to Deutsche Investment Management Americas Inc.

Deutsche Asset Management is the marketing name in the United States for the asset management activities of Deutsche Bank AG, Deutsche Investment Management Americas Inc., Deutsche Asset Management Inc., Deutsche Bank Securities Inc., Deutsche Asset Management Investment Services Ltd., Deutsche Bank Trust Company Americas and Scudder Trust Company.

Please see the fund's prospectus for more complete information, including a complete description of the fund's investment policies. To obtain a prospectus, download one from aarp.scudder.com (Class AARP) or myScudder.com (Class S), talk to your financial representative or call Shareholder Services at 1-800-253-2277 (Class AARP) or 1-800-SCUDDER (Class S). The prospectus contains more complete information, including management fees and expenses. Please read it carefully before you invest or send money.


Letter from the Series' President


mpr_picglavin0Dear Shareholder,

We are writing to report to you on Scudder Money Market Series' most recent fiscal year ended May 31, 2002. As of the close of the period on May 31, the seven-day annualized yield of Premium Class S shares was 1.60 percent, while the seven-day annualized yield of Prime Reserve Class S shares was 1.45 percent. Over the 12-month period, the total returns of the Premium and Prime Reserve Class S shares were 2.44 percent and 2.29 percent, respectively. The returns of both Class S shares outpaced the 1.96 percent average return of money market funds over the same period according to Lipper, Inc.

We are pleased to announce that in conjunction with Scudder's recent acquisition by Deutsche Bank and Deutsche Asset Management (DeAM), Scudder Money Market Series will now be managed by a group led by Darlene Rasel, managing director. Darlene joined DeAM in 1987 and is responsible for all of the firm's money market and government mutual funds. We also thank Frank Rachwalski for his many years of fine leadership in managing Scudder's money market funds.

Thank you for your continued investment with Scudder. If you have any questions regarding Scudder Money Market Series, please call us toll-free or visit us on the Web.

Sincerely,
mpr_sigglavin0
William F. Glavin, Jr.
President, Scudder Money Market Series

AARP Investment Program

Scudder Class S

Web site:

aarp.scudder.com

myScudder.com

Toll-free:

1-800-253-2277

1-800-SCUDDER



Portfolio Management Review


Scudder Money Market Series: 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 Money Market Series. DeIM has more than 80 years of experience managing mutual funds and 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, including more than 500 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 funds, retail, private and commercial banking, investment banking and insurance.

Lead Portfolio Manager Darlene M. Rasel joined the Advisor in 1987 and has been responsible for the day-to-day management of the Series since April 8, 2002. Ms. Rasel is responsible for managing the Advisor's money market and government mutual funds.

In the following interview, Lead Portfolio Manager Darlene M. Rasel discusses the market environment and her team's approach to managing the fund.

Q: How did the fund perform over its most recent fiscal year?

A: Over the 12 months ended May 31, 2002, the seven-day annualized yield of Prime Reserve Class S shares declined from 3.90 percent to 1.45 percent, reflecting the Federal Reserve Board's long series of interest rate reductions during 2001. There were 11 rate cuts in all in 2001, reducing the federal funds rate - the rate the Fed charges banks for overnight loans - from 6 percent to its current level, 1.75 percent. For the 12-month period ended May 31, Prime Reserve Class S shares returned 2.29 percent, compared with the 1.96 percent average return of taxable money market funds according to Lipper, Inc.

During the same 12-month period, the seven-day annualized yield of Premium Class S shares declined from 4.05 percent to 1.60 percent, also reflecting the Fed's series of interest rate reductions. For the 12-month period ended May 31, Premium Class S shares returned 2.44 percent, compared with the 1.96 percent average return of taxable money market funds according to Lipper, Inc.

Q: With the economy seemingly growing again but the stock market faltering, what are the prospects for interest rate increases from the Fed?

A: For a couple of reasons, we think that the Fed will remain "neutral" (i.e., maintain the current level of short-term interest rates) for a little while. The first reason is the stock market's troubles, and the second is the current political environment, which is creating a lot of uncertainty. Homeland security threats are weighing on confidence, as are the continuing tensions between India and Pakistan. In addition, concern over corporate responsibility is weighing on the financial markets, as exemplified by WorldCom, Tyco and Enron. We think that with all the uncertainty, the Fed won't act to raise interest rates for at least three or four months.

Prime Reserve Class S Shares Yields1


7-day
average
yield

7-day
compounded
effective yield

May 31, 2001

3.90%

3.98%

November 30, 2001

1.45%

1.46%


Premium Class S Shares Yields1


7-day
average
yield

7-day
compounded
effective yield

May 31, 2001

4.05%

4.13%

November 30, 2001

1.60%

1.61%


1 Yields will fluctuate with changing market conditions.

Q: In light of current market conditions, what has been your strategy for Scudder Money Market Series?

A: We've extended the series' maturity slightly but are being cautious because the money market yield curve2 has flattened quite a bit. We believe this means that because there isn't much more yield potential available from securities with longer maturities, at present it doesn't pay to take on the additional risk of holding longer maturities in the portfolio. So we have been careful in terms of extending average maturity. We are also working to ensure the highest possible credit quality within the series' holdings to help reduce risk within the portfolio. The credit quality of some issuers in the marketplace has been weakened over the past year because of disappointing earnings reports and estimates. We will continue to stay with the best-quality issuers until the economy turns up and we feel we can afford to increase credit risk slightly to boost yield potential.

2 The yield curve is a graph with a left-to-right line that shows how high or low yields are, from the shortest to the longest maturities. Typically the line rises from left to right as investors who are willing to tie up their money for a longer period of time are rewarded with higher yields.

Changes in the Federal Funds Rate during 2001


New rate

Change

January 3

6.00%

-0.50%

January 31

5.50%

-0.50%

March 20

5.00%

-0.50%

April 18

4.50%

-0.50%

May 15

4.00%

-0.50%

June 27

3.75%

-0.25%

August 21

3.50%

-0.25%

September 17

3.00%

-0.50%

October 2

2.50%

-0.50%

November 6

2.00%

-0.50%

December 12

1.75%

-0.25%


The Federal Funds Rate is the interest rate charged by banks with excess reserves at the Federal Reserve district bank to banks needing overnight loans to meet reserve requirements. The Federal Funds Rate is the most sensitive indicator of the direction of interest rates, since it is set daily by the market and represents a very short maturity - an overnight loan.

Q: How did you allocate the series' assets over the period?

A: In managing the portfolios, we focused on maintaining average maturity within a target range and in selecting securities that would benefit the fund given current interest rate trends. As a result, we generally did not make large asset allocation shifts within the fund's portfolio. We attempted to maintain exposure to a broad selection of securities, including high-quality commercial paper, variable- and floating-rate securities, U.S. government agency obligations, certificates of deposit and repurchase agreements. (See Investment Terms to Know on page 10.) The majority of the portfolios' assets remained invested in asset-backed commercial paper (80 percent) because of its attractive value and high relative yields.

Q: What is your outlook for the coming months?

A: When the Fed does tighten credit by raising interest rates it will be gradual. As we've said, we don't think the Fed is going to take any action for at least the next few months. U.S. inflation numbers are very low. We think the Fed would be concerned if upcoming economic reports don't show at least some inflation. If there is some inflation that means that certain corporations have demonstrated pricing power (the ability to raise their prices while maintaining demand for their products) and that there's some potential for corporate profitability, economic recovery and eventual increases in short-term rates.

In this context, we plan to keep the fund's average maturity at about the same level, or slightly longer than average. We will also continue to emphasize very high credit quality. In addition, we seek high yield potential that is consistent with stability of principal.

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.

An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the fund.

Investment Terms to Know

Asset-Backed Securities - Bonds or notes backed by loan paper or accounts receivable originated by banks, credit card companies, or other providers of credit and often "enhanced" by a bank Letter of Credit or by insurance coverage provided by an institution other than the issuer.

Certificate of Deposit (CD) - An interest-bearing debt instrument issued by a bank. Maturities of CDs can range from a few weeks to several years and their interest rates are set by competitive market forces.

Commercial Paper - Short-term debt obligations with maturities ranging from one to 270 days issued by banks, corporations and other borrowers to investors. Both Moody's and Standard & Poor's assign credit ratings to commercial paper.

Floating-Rate Security - A note representing short-term borrowings bearing an interest rate that is tied to a money market rate, usually the bank prime rate. The rate on the note is adjusted upward or downward each time the base rate changes.

Repurchase Agreements (Repos) - An agreement between a seller and a buyer, usually of government securities, where the seller agrees to repurchase the securities at a given price and usually at a stated time. Repos are widely used money market instruments that serve as interest-bearing, short-term "parking places" for large sums of money.

U.S. Government Agency Obligations - Debt instruments that a U.S. government agency has pledged to repay.

Variable-Rate Security - A debt instrument with a variable interest rate, one that typically adjusts every six months, and is tied to a money market instrument such as Treasury bills.

Source: Barron's Dictionary of Finance and Investment Terms; Scudder Investments.


Investment Portfolio as of May 31, 2002



Principal Amount ($)

Value ($)

Certificates of Deposit and Bank Notes 16.5%

ABN-AMRO Bank, 2.605%, 4/4/2003
50,000,000
50,002,073
Allfirst Bank, 1.89%*, 8/28/2002
90,000,000
90,000,000
American Express Centurian Bank, 1.84%*, 10/3/2002
100,000,000
100,000,000
Bank of Nova Scotia, 2.98%, 3/27/2003
22,000,000
22,112,917
Bank of Scotland PLC, 2.21%, 2/18/2003
50,000,000
50,000,000
Bank of Scotland PLC, 2.48%, 3/31/2003
50,000,000
49,995,903
Bank One N.A., 1.8%*, 8/15/2002
50,000,000
49,997,945
Canadian Imperial Bank Of Commerce, 2.5%, 3/4/2003
50,000,000
49,996,269
Canadian Imperial Bank Of Commerce, 2.505%, 3/4/2003
50,000,000
50,001,866
Comerica Bank, 1.79%*, 8/14/2002
50,000,000
49,997,973
Lloyds Bank, 2.29%, 2/24/2003
50,000,000
49,996,369
National City Bank, 1.8%*, 8/16/2002
95,000,000
94,996,044
Royal Bank Of Canada, 2.305%, 2/24/2003
50,000,000
49,998,185
State Street Bank and Trust Co., 1.813%, 6/3/2002
50,000,000
50,000,000
Toronto-Dominion Bank, 2.735%, 3/18/2003
100,000,000
100,351,712
U.S. Bank N.A., 1.813%, 6/3/2002
50,000,000
50,000,000
Total Certificates of Deposit and Bank Notes (Cost $957,447,256)

957,447,256


Commercial Paper 80.0%

Amsterdam Funding Corp., 1.78%***, 6/19/2002
50,000,000
49,955,500
Amsterdam Funding Corp., 1.79%***, 6/6/2002
50,000,000
49,987,569
Asset Portfolio Funding, 1.92%***, 6/10/2002
86,858,000
86,816,308
Asset Portfolio Funding, 1.94%***, 6/20/2002
21,756,000
21,733,724
Associates Corp., 2.04%*, 6/15/2002
70,000,000
70,000,000
Associates Corp., 2.07%*, 6/26/2002
40,000,000
40,000,000
Atlantis One Funding Corp., 1.98%***, 7/18/2002
90,000,000
89,767,350
Barton Capital Corp., 1.89%***, 7/10/2002
37,257,000
37,180,716
Bavaria Universal Funding LLC, 1.92%***, 6/14/2002
19,125,000
19,111,740
Bavaria Universal Funding LLC, 1.93%***, 6/17/2002
25,123,000
25,101,450
Bavaria Universal Funding LLC, 1.98%***, 8/26/2002
40,415,000
40,223,837
Bayerische Hypo-Und Vereinsbank AG, 2.29%, 2/18/2003
50,000,000
50,000,000
Bayerische Lande Bank, 1.8%*, 5/20/2003
25,000,000
24,996,398
Black Forest Funding Corp., 1.95%***, 7/1/2002
22,138,000
22,102,026
Blue Ridge Asset Funding, 1.78%***, 6/25/2002
95,000,000
94,887,267
BNP Paribas, 2.215%, 2/18/2003
100,000,000
99,996,391
Caterpillar Financial Services Corp., 1.961%*, 6/3/2002
40,000,000
40,000,000
Caterpillar Financial Services Corp., 2.06%*, 7/9/2002
25,000,000
25,000,000
Caterpillar Financial Services Corp., 2.11%*, 7/8/2002
25,000,000
25,000,000
Corporate Receivables Corp., 1.78%***, 6/5/2002
25,000,000
24,995,056
Corporate Receivables Corp., 1.79%***, 6/11/2002
40,000,000
39,980,111
Corporate Receivables Corp., 1.79%***, 7/19/2002
50,000,000
49,880,667
Corporate Receivables Corp., 1.8%***, 6/11/2002
75,000,000
74,962,500
Credit Suisse First Boston, 2.07%*, 12/6/2002
31,500,000
31,531,414
Danske Corp., 1.8%***, 7/8/2002
47,000,000
46,913,050
Danske Corp., 1.83%***, 7/12/2002
52,120,000
52,011,373
Danske Corp., 1.9%***, 6/4/2002
50,000,000
49,992,083
Delaware Funding Corp., 1.78%***, 6/20/2002
89,179,000
89,095,221
Delaware Funding Corp., 1.78%***, 6/24/2002
89,505,000
89,403,213
Delaware Funding Corp., 1.79%***, 6/17/2002
20,000,000
19,984,089
Fairway Finance Corp., 1.92%***, 6/17/2002
50,000,000
49,957,333
Fairway Finance Corp., 1.93%***, 8/8/2002
23,000,000
22,916,152
Falcon Asset Securitization Corp., 1.78%***, 6/20/2002
77,000,000
76,904,819
Falcon Asset Securitization Corp., 1.79%***, 6/20/2002
150,909,000
150,766,433
FCAR Owner Trust I, 1.9%***, 7/11/2002
100,000,000
99,788,889
FCAR Owner Trust I, 1.9%***, 7/12/2002
50,000,000
49,891,806
Galaxy Funding, Inc., 1.87%***, 6/5/2002
47,000,000
46,990,234
Giro Funding U.S. Corp., 1.94%***, 6/17/2002
47,409,000
47,368,123
Goldman Sachs Group, Inc., 1.88%*, 10/16/2002
20,000,000
20,000,000
Goldman Sachs Group, Inc., 2.03%*, 7/5/2002
10,000,000
10,001,660
Goldman Sachs Group, Inc., 2.09%, 8/7/2002
45,000,000
45,000,000
Goldman Sachs Group, Inc., 2.129%*, 10/21/2002
50,000,000
50,036,975
Goldman Sachs Group, Inc., 2.17%*, 2/5/2003
40,000,000
40,007,278
Greenwich Funding Corp., 1.89***, 7/1/2002
50,000,000
49,921,250
Household Finance Corp., 1.91%*, 9/26/2002
50,000,000
50,000,000
Household Finance Corp., 2.11%*, 12/20/2002
60,000,000
59,983,596
Household Finance Corp., 2.151%*, 10/30/2002
50,000,000
50,041,200
Jupiter Securities Corp., 1.78%***, 6/10/2002
80,000,000
79,964,400
Jupiter Securities Corp., 1.79%***, 6/18/2002
100,000,000
99,915,472
Jupiter Securities Corp., 1.82%***, 6/28/2002
92,028,000
91,902,382
K2 (U.S.A.) LLC, 1.84%*, 6/17/2002
50,000,000
50,000,000
Lehman Brothers Holdings, Inc., 1.84%***, 7/10/2002
55,000,000
54,890,367
Mont Blanc Capital Corp., 1.78%***, 6/26/2002
60,000,000
59,925,833
Mont Blanc Capital Corp., 1.79%***, 6/20/2002
60,501,000
60,443,843
Mont Blanc Capital Corp., 1.8%***, 6/19/2002
40,000,000
39,964,000
Mont Blanc Capital Corp., 1.88%***, 6/7/2002
44,307,000
44,293,117
Moriarty LLC, 1.94%***, 8/19/2002
95,000,000
94,595,564
Moriarty LLC, 1.99%***, 7/11/2002
50,000,000
49,889,444
Northern Rock PLC, 1.82%***, 6/5/2002
25,000,000
24,994,944
Northern Rock PLC, 1.97%***, 7/3/2002
50,000,000
49,912,444
Old Line Funding Corp., 1.79%***, 6/6/2002
100,000,000
99,975,139
Old Line Funding Corp., 1.8%***, 6/21/2002
24,155,000
24,130,845
Old Line Funding Corp., 1.83%***, 7/23/2002
50,250,000
50,117,173
Pennine Funding LLC, 1.8%***, 6/27/2002
100,000,000
99,870,000
Pennine Funding LLC, 1.92%***, 6/13/2002
50,000,000
49,968,000
Perry Global Funding LLC, 1.83%***, 7/26/2002
50,000,000
49,860,208
Perry Global Funding LLC, 1.834%***, 8/21/2002
34,223,000
34,081,317
Perry Global Funding LLC, 1.87%***, 8/22/2002
50,000,000
49,787,028
Perry Global Funding LLC, 1.87%***, 9/17/2002
31,591,000
31,413,774
Preferred Receivable Funding Corp., 1.78%***, 6/26/2002
25,000,000
24,969,097
Preferred Receivable Funding Corp., 1.79%***, 6/21/2002
100,000,000
99,900,556
Scaldis Capital LLC, 1.83%***, 7/15/2002
40,000,000
39,910,533
Scaldis Capital LLC, 2.1%***, 7/22/2002
25,000,000
24,925,625
Sigma Finance, 2.52%, 2/28/2003
50,000,000
50,000,000
Societe Generale, 1.78%***, 6/24/2002
100,000,000
99,886,278
Spintab AB, 1.86%***, 6/14/2002
75,000,000
74,949,625
Stellar Funding Group, 1.94%***, 6/18/2002
17,433,000
17,417,029
Stellar Funding Group, 1.94%***, 6/19/2002
28,340,000
28,312,510
Svenska Handelsbanken, 1.79%***, 6/28/2002
25,000,000
24,966,438
Svenska Handelsbanken, 1.91%***, 6/12/2002
15,000,000
14,991,246
Swedbank, 1.88%***, 7/8/2002
90,000,000
89,826,100
Swedish National Housing Finance Corp., 1.91%***, 6/12/2002
70,000,000
69,959,147
Verizon Global Funding Corp., 2.06%*, 4/14/2003
120,000,000
119,989,648
Verizon Net Funding Corp., 1.81%***, 7/2/2002
25,360,000
25,320,474
Westdeutsche Landesbank GZ, 1.83%***, 7/9/2002
90,000,000
89,826,150
Windmill Funding Corp., 1.78%***, 6/25/2002
50,000,000
49,940,669
Total Commercial Paper (Cost $4,635,171,220)

4,635,171,220


Short-Term Notes 0.9%

Capital One Funding Corp., 1.95%*, 9/1/2011
16,071,000
16,071,000
Capital One Funding Corp., 1.95%*, 8/1/2012
23,940,000
23,940,000
Capital One Funding Corp., 1.95%*, 12/2/2019
6,451,000
6,451,000
Capital One Funding Corp., 1.95%*, 10/1/2021
6,005,700
6,005,700
Total Short-Term Notes (Cost $52,467,700)

52,467,700


U.S. Government Agency Obligations 1.3%

Federal Home Loan Bank, 1.7%*, 3/24/2003 (Cost $74,969,705)
75,000,000

74,969,705


Repurchase Agreements** 1.3%

State Street Bank and Trust Co., 1.73% to be repurchased at $75,093,824 on 6/3/2002 (Cost $75,083,000)
75,083,000

75,083,000

Total Investment Portfolio - 100.0% (Cost $5,795,138,881) (a)

5,795,138,881


* Floating rate securities are securities whose yields vary with a designated market index or market rate, such as the coupon-equivalent of the U.S. Treasury bill rate. These securities are shown at their current rate as of May 31, 2002.
** Repurchase agreements are fully collateralized by U.S. Treasury or government agency securities.
*** Annualized yield at the time of purchase; not a coupon rate.
(a) Cost for federal income tax purposes was $5,795,138,881.

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


Financial Statements


Statement of Assets and Liabilities as of May 31, 2002

Assets
Investments in securities, at value (cost $5,795,138,881)
$ 5,795,138,881
Cash
1,526,651
Receivable for investments sold
57,000
Interest receivable
7,663,962
Receivable for Fund shares sold
289,963,667
Total assets
6,094,350,161
Liabilities
Dividends payable
3,977,888
Payable for Fund shares redeemed
289,108,896
Accrued management fee
799,595
Other accrued expenses and payables
525,286
Total liabilities
294,411,665
Net assets, at value

$ 5,799,938,496

Net Assets
Net assets consist of:
Accumulated net realized gain (loss)
(994,615)
Paid-in capital
5,800,933,111
Net assets, at value

$ 5,799,938,496


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



Statement of Assets and Liabilities as of May 31, 2002 (continued)

Net Asset Value
Prime Reserve Class AARP
Net asset value, offering and redemption price per share ($145,848,375 / 145,909,272 outstanding shares of beneficial interest, $.001 par value, unlimited number of shares authorized)
$ 1.00
Prime Reserve Class S
Net asset value, offering and redemption price per share ($49,034,895 / 49,040,112 outstanding shares of beneficial interest, $.001 par value, unlimited number of shares authorized)
$ 1.00
Premium Class AARP
Net asset value, offering and redemption price per share ($187,925,591 / 187,931,804 outstanding shares of beneficial interest, $.001 par value, unlimited number of shares authorized)
$ 1.00
Premium Class S
Net asset value, offering and redemption price per share ($825,984,947 / 826,092,879 outstanding shares of beneficial interest, $.001 par value, unlimited number of shares authorized)
$ 1.00
Managed Shares
Net asset value, offering and redemption price per share ($671,925,177 / 672,141,239 outstanding shares of beneficial interest, $.001 par value, unlimited number of shares authorized)
$ 1.00
Institutional Shares
Net asset value, offering and redemption price per share ($3,919,219,511 / 3,920,045,624 outstanding shares of beneficial interest, $.001 par value, unlimited number of shares authorized)
$ 1.00

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



Statement of Operations for the year ended May 31, 2002

Investment Income
Income:
Interest
$ 238,094,891
Expenses:
Management fee
20,946,030
Administrative fee
11,776,877
Trustees' fees and expenses
48,829
Other
125,993
Total expenses, before expense reductions
32,897,729
Expense reductions
(16,157,295)
Total expenses, after expense reductions
16,740,434
Net investment income (loss)

221,354,457

Realized and Unrealized Gain (Loss) on Investment Transactions
Net realized gain (loss) on investment transactions
27,135
Net increase (decrease) in net assets resulting from operations

$ 221,381,592


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



Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Years Ended May 31,

2002

2001

Operations:
Net investment income (loss)
$ 221,354,457 $ 556,006,430
Net realized gain (loss) on investment transactions
27,135 (16,480,633)
Net increase (decrease) in net assets resulting from operations
221,381,592 539,525,797
Distributions to shareholders from:
Net investment income:
Prime Reserve Class AARP
(4,273,840) (10,879,231)
Prime Reserve Class S
(1,235,560) (2,764,438)
Premium Class AARP
(4,855,119) (3,134,135)
Premium Class S
(22,813,195) (62,787,160)
Managed Shares
(15,989,610) (30,647,026)
Institutional Shares
(172,188,635) (445,794,440)
Fund share transactions:
Proceeds from shares sold
150,464,136,140 141,073,823,720
Net assets acquired in tax-free reorganization
- 267,027,323
Reinvestment of distributions
106,357,564 245,566,949
Cost of shares redeemed
(154,065,478,624) (137,169,406,266)
Net increase (decrease) in net assets from Fund share transactions
(3,494,984,920) 4,417,011,726
Capital contribution from Advisor (see Note G)
- 15,557,425
Increase (decrease) in net assets
(3,494,959,287) 4,416,088,518
Net assets at beginning of period
9,294,897,783 4,878,809,265
Net assets at end of period

$ 5,799,938,496

$ 9,294,897,783


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


Financial Highlights


Prime Reserve Class AARP

Years Ended May 31,

2002

2001a

Selected Per Share Data
Net asset value, beginning of period

$ 1.00

$ 1.00

Net investment income
.023 .044
Distributions from net investment income
(.023) (.044)
Net asset value, end of period

$ 1.00

$ 1.00

Total Return (%)b
2.28 4.53c**
Ratios to Average Net Assets and Supplemental Data
Net assets, end of period ($ millions)
146 217
Ratio of expenses before expense reductions (%)
.65 .66*
Ratio of expenses after expense reductions (%)
.50 .50*
Ratio of net investment income (%)
2.34 5.60*
a For the period from August 11, 2000 (commencement of sales of Prime Reserve Class AARP shares) to May 31, 2001.
b Total returns would have been lower had certain expenses not been reduced.
c Total return for the period ending May 31, 2001 includes the effect of a voluntary capital contribution from the Advisor (see Note G); without this contribution the total return would have been lower.
* Annualized
** Not annualized

Prime Reserve Class S

Years Ended May 31,

2002

2001

2000

1999a

1998b

Selected Per Share Data
Net asset value, beginning of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Net investment income
.023 .057 .052 .020 .011
Distributions from net investment income
(.023) (.057) (.052) (.020) (.011)
Net asset value, end of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Total Return (%)c
2.29 5.82d 5.30 1.98** 1.06**
Ratios to Average Net Assets and Supplemental Data
Net assets, end of period ($ millions)
49 55 46 34 12
Ratio of expenses before expense reductions (%)
.65 .64 .74e .40* .45*
Ratio of expenses after expense reductions (%)
.50 .46 .59e .26* .31*
Ratio of net investment income (%)
2.34 5.74 5.18 4.73* 4.95*
a For the five months ended May 31, 1999. On November 13, 1998, the Fund changed the fiscal year end from December 31 to May 31.
b For the period October 15, 1998 (commencement of sales of Prime Reserve Class S) to December 31, 1998.
c Total returns would have been lower had certain expenses not been reduced.
d Total return for the period ending May 31, 2001 includes the effect of a voluntary capital contribution from the Advisor (see Note G); without this contribution the total return would have been lower.
e The ratios of operating expenses excluding costs incurred in connection with the reorganization in fiscal 2000 before and after expense reductions were .74% and .59%, respectively.
* Annualized
** Not annualized

Premium Class AARP

Years Ended May 31,

2002

2001a

Selected Per Share Data
Net asset value, beginning of period

$ 1.00

$ 1.00

Net investment income
.024 .037
Distributions from net investment income
(.024) (.037)
Net asset value, end of period

$ 1.00

$ 1.00

Total Return (%)b
2.44 3.75c**
Ratios to Average Net Assets and Supplemental Data
Net assets, end of period ($ millions)
188 185
Ratio of expenses before expense reductions (%)
.50 .51*
Ratio of expenses after expense reductions (%)
.35 .35*
Ratio of net investment income (%)
2.49 5.62*
a For the period from October 2, 2000 (commencement of sales of Premium Class AARP shares) to May 31, 2001.
b Total returns would have been lower had certain expenses not been reduced.
c Total return for the period ending May 31, 2001 includes the effect of a voluntary capital contribution from the Advisor (see Note G); without this contribution the total return would have been lower.
* Annualized
** Not annualized

Premium Class S

Years Ended May 31,

2002

2001

2000

1999a

1998b

1997c

Selected Per Share Data
Net asset value, beginning of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Net investment income
.024 .059 .055 .020 .053 .026
Distributions from net investment income
(.024) (.059) (.055) (.020) (.053) (.026)
Net asset value, end of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Total Return (%)d
2.44 6.06e 5.68 2.00** 5.46 2.62**
Ratios to Average Net Assets and Supplemental Data
Net assets, end of period ($ millions)
826 1,004 1,067 936 808 335
Ratio of expenses before expense reductions (%)
.50 .48 .35f .34* .35 .43*
Ratio of expenses after expense reductions (%)
.35 .32 .20f .20* .24 .38*
Ratio of net investment income (%)
2.49 5.88 5.56 4.81* 5.31 5.50*
a For the five months ended May 31, 1999. On November 13, 1998, the Fund changed the fiscal year end from December 31 to May 31.
b For the year ended December 31, 1998.
c For the period August 4, 1997 (commencement of sales of Premium Class S) to December 31, 1997.
d Total returns would have been lower had certain expenses not been reduced.
e Total return for the period ending May 31, 2001 includes the effect of a voluntary capital contribution from the Advisor (see Note G); without this contribution the total return would have been lower.
f The ratios of operating expenses excluding costs incurred in connection with the reorganization in fiscal 2000 before and after expense reductions were .35% and .20%, respectively.
* Annualized
** Not annualized


Notes to Financial Statements


A. Significant Accounting Policies

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

The Fund offers multiple classes of shares which provide investors with different purchase options: Prime Reserve Class AARP, Prime Reserve Class S, Premium Class AARP, Premium Class S, Managed Shares and Institutional Shares. Shares of Class AARP are designed for members of AARP. Prime Reserve Class S and Premium Class S shares of the Fund are generally not available to new investors.

Investment income, realized and unrealized gains and losses, and certain fund-level expenses and expense reductions, if any, are borne pro rata on the basis of relative net assets by the holders of all classes of shares, except that each class bears certain expenses unique to that class such as distribution fees, service fees, administrative fees 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. Portfolio securities are valued utilizing the amortized cost method permitted in accordance with Rule 2a-7 under the 1940 Act and certain conditions therein. Under this method, which does not take into account unrealized capital gains or losses on securities, an instrument is initially valued at its cost and thereafter assumes a constant accretion/amortization to maturity of any discount or premium.

Repurchase Agreements. The Fund may enter into repurchase agreements with certain banks and broker/dealers whereby the Fund, through its custodian or sub-custodian bank, receives delivery of the underlying securities, the amount of which at the time of purchase and each subsequent business day is required to be maintained at such a level that the value is equal to at least the principal amount of the repurchase price plus accrued interest.

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

At May 31, 2002, the Fund had a net tax basis capital loss carryforward of approximately $995,000, which may be applied against any realized net taxable gains of each succeeding year until fully utilized or until May 31, 2007 ($1,000), May 31, 2008 ($90,000), May 31, 2009 ($7,000) and May 31, 2010 ($897,000), the respective expiration dates, whichever occurs first.

Distribution of Income and Gains. All of the net investment income of the Fund is declared as a daily dividend and is distributed to shareholders monthly. 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.

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. Temporary book and tax basis differences will reverse in a subsequent period. There were no significant book-to-tax differences for the Fund.

Other. Investment transactions are accounted for on the trade date. Interest income is recorded on the accrual basis. Realized gains and losses from investment transactions are recorded on an identified cost basis. All discounts and premiums are accreted/amortized for both tax and financial reporting purposes.

B. Related Parties

On April 5, 2002, 100% of Zurich Scudder Investments, Inc. ("ZSI"), was acquired by Deutsche Bank AG with the exception of Threadneedle Investments in the U.K. Upon the closing of this transaction, ZSI became part of Deutsche Asset Management and changed its name to Deutsche Investment Management Americas Inc. ("DeIM" or the "Advisor"). Effective April 5, 2002, the investment management agreements with ZSI were terminated and DeIM became the investment advisor for the Fund. The Investment Management Agreement (the "Management Agreement") is the same in all material respects as the corresponding previous Management Agreement.

Management Agreement. Under the Management Agreement, the Advisor directs the investments of the Fund in accordance with its investment objectives, policies and restrictions. The Advisor determines the securities, instruments and other contracts relating to investments to be purchased, sold or entered into by the Fund. In addition to portfolio management services, the Advisor provides certain administrative services in accordance with the Management Agreement. The management fee payable under the Management Agreement is equal to an annual rate of 0.25% of average daily net assets for the Fund, computed and accrued daily and payable monthly. For the year ended May 31, 2002, the Advisor agreed to waive a portion of its investment management fee for the Fund by 0.15%. For the year ended May 31, 2002, the Advisor did not impose fees of $12,483,930 and did impose fees of $8,462,100, which was equivalent to an annualized effective rate of 0.10% of the Fund's average daily net assets.

Administrative Fee. Under the Administrative Agreement (the "Administrative Agreement"), the Advisor provides or pays others to provide substantially all of the administrative services required by the Fund (other than those provided by the Advisor under its Management Agreement with the Fund, as described above) in exchange for the payment by each class of the Fund of an administrative services fee (the "Administrative Fee") of 0.40%, 0.40%, 0.25%, 0.25%, 0.25% and 0.10% of the average daily net assets of each class for Prime Reserve Class AARP, Prime Reserve Class S, Premium Class AARP, Premium Class S, Managed Shares and Institutional Shares, respectively, computed and accrued daily and payable monthly. For the year ended May 31, 2002, the Advisor agreed to waive a portion of its administrative fee for the Managed Shares and Institutional Shares of the Fund by 0.05%. The administrative fee for the Managed Shares and Institutional Shares was equivalent to an annualized effective rate of 0.20% and 0.05%, respectively, of average daily net assets of each class.

Various third-party service providers, some which are affiliated with the Advisor, provide certain services to the Fund under the Administrative Agreement. Scudder Fund Accounting Corporation, a subsidiary of the Advisor, computes the net asset value for the Fund and maintains the accounting records of the Fund. Scudder Service Corporation, also a subsidiary of the Advisor, is the transfer, shareholder service and dividend-paying agent for the shares of the Fund. Scudder Trust Company, an affiliate of the Advisor, provides subaccounting and recordkeeping services for the shareholders in certain retirement and employee benefit plans. In addition, other service providers not affiliated with the Advisor provide certain services (i.e., custody, legal, audit) to the Fund under the Administrative Agreement. The Advisor pays the service providers for the provision of their services to the Fund and pays other Fund expenses, including insurance, registration, printing, postage and other costs. Certain expenses of the Fund will not borne by the Advisor under the Administrative Agreement, such as taxes, brokerage, interest and extraordinary expenses, and the fees and expenses of the Independent Trustees (including the fees and expenses of their independent counsel). For the year ended May 31, 2002, the Administrative Fee was as follows:

Administrative Fee

Total Aggregated

Fee Waived

Unpaid at May 31, 2002

Prime Reserve Class AARP
$ 729,820 $ - $ 50,880
Prime Reserve Class S
215,853 - 15,532
Premium Class AARP
506,010 - 38,896
Premium Class S
2,328,315 - 175,542
Managed Shares
1,629,535 327,955 114,451
Institutional Shares
6,367,344 3,200,063 118,597

$ 11,776,877

$ 3,528,018

$ 513,898


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

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

C. Expense Off-Set Arrangement

The Fund has entered into an arrangement with its custodian whereby credits realized as a result of uninvested cash balances were used to reduce a portion of the Fund's custodian expenses. During the year ended May 31, 2002, pursuant to the Administrative Agreement, the Administrative Fee was reduced by $145,347 for custodian credits earned.

D. Line of Credit

The Fund and several affiliated Funds (the "Participants") share in a $1.3 billion revolving credit facility administered by J.P. Morgan Chase Bank for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. The Participants are charged an annual commitment fee which is allocated, pro rata based upon net assets, among each of the Participants. Interest is calculated at the Federal Fund Rate plus 0.5 percent. The Fund may borrow up to a maximum of 33 percent of its net assets under the agreement.

E. Share Transactions

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


Year Ended May 31, 2002

Year Ended May 31, 2001


Shares

Dollars

Shares

Dollars

Shares sold
Prime Reserve Class AARP
52,644,892 $ 52,644,919 116,254,955a $ 116,236,697a
Prime Reserve Class S
44,880,766 44,880,766 60,618,172b 60,614,090b
Premium Class AARP
167,075,777 167,076,089 257,410,150c 257,402,756c
Premium Class S
1,051,938,490 1,051,938,865 1,881,962,524d 1,881,850,792d
Managed
1,683,632,728 1,683,632,728 1,438,255,329 1,438,036,755
Institutional
147,463,961,005 147,463,962,773 137,319,208,786 137,319,682,630

$ 150,464,136,140

$ 141,073,823,720

Shares issued in tax-free reorganization
Prime Reserve Class AARP
- $ - 267,070,676 $ 267,027,323
Shares issued to shareholders in reinvestment of distributions
Prime Reserve Class AARP
3,888,284 $ 3,888,284 9,686,181a $ 9,686,181a
Prime Reserve Class S
1,182,467 1,182,470 2,601,486b 2,601,486b
Premium Class AARP
4,502,621 4,502,621 2,853,236c 2,853,236c
Premium Class S
20,473,226 20,473,226 56,225,797d 56,225,797d
Managed
2,184,331 2,184,331 3,792,055 3,792,055
Institutional
74,126,631 74,126,632 170,408,194 170,408,194

$ 106,357,564

$ 245,566,949

Shares redeemed
Prime Reserve Class AARP
(127,643,574) $ (127,643,574) (175,992,142)a $ (175,992,142)a
Prime Reserve Class S
(51,738,297) (51,738,297) (54,706,072)b (54,706,072)b
Premium Class AARP
(169,083,646) (169,083,647) (74,826,334)c (74,826,334)c
Premium Class S
(1,250,366,422) (1,250,366,422) (2,001,383,603)d (2,001,383,603)d
Managed
(1,678,897,277) (1,678,897,277) (1,192,719,808) (1,192,719,808)
Institutional
(150,787,749,408) (150,787,749,407) (133,669,778,307) (133,669,778,307)

$ (154,065,478,624)

$ (137,169,406,266)

Net increase (decrease)
Prime Reserve Class AARP
(71,110,398) $ (71,110,371) 217,019,670a $ 216,958,059a
Prime Reserve Class S
(5,675,064) (5,675,061) 8,513,586b 8,509,504b
Premium Class AARP
2,494,752 2,495,063 185,437,052c 185,429,658c
Premium Class S
(177,954,706) (177,954,331) (63,195,282)d (63,307,014)d
Managed
6,919,782 6,919,782 249,327,576 249,109,002
Institutional
(3,249,661,772) (3,249,660,002) 3,819,838,673 3,820,312,517

$ (3,494,984,920)

$ 4,417,011,726


a For the period from August 11, 2000 (commencement of sales of Prime Reserve Class AARP shares) to May 31, 2001.
b On August 11, 2000, existing shares of Prime Reserve were redesignated as Class S.
c For the period from October 2, 2000 (commencement of sales of Premium Class AARP shares) to May 31, 2001.
d On October 2, 2000, existing shares of Premium were redesignated as Class S.

F. Acquisition of Assets

On August 11, 2000, the Fund acquired all of the net assets of AARP Premium Money Fund pursuant to a plan of reorganization approved by shareholders on July 13, 2000. The acquisition was accomplished by a tax-free exchange of 267,070,676 Prime Reserve Class AARP shares of the Fund for 267,070,676 shares of AARP Premium Money Fund outstanding on August 11, 2000. AARP Premium Money Fund's net assets at that date ($267,027,323), were combined with those of the Fund. The aggregate net assets of the Fund immediately before the acquisition were $7,433,081,094. The combined net assets of the Fund immediately following the acquisition were $7,700,108,417.

G. Capital Contribution

On January 16, 2001, the Advisor voluntarily purchased $39,000,000 of Southern California Edison commercial paper from the Fund for $15,557,425 in excess of that security's value. The Fund recorded a realized loss of $15,557,425 on the transaction which was offset by a payment of an equal amount from the Advisor. The Advisor received no shares of the Fund or other consideration in exchange for such contribution.


Report of Independent Accountants


To the Trustees of Scudder Money Market Trust and Shareholders of Scudder Money Market Series:

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 included herein, present fairly, in all material respects, the financial position of Scudder Money Market Series (the "Fund") at May 31, 2002, and the results of its operations, the changes in its net assets and the financial highlights of the classes presented for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights presented (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at May 31, 2002 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

Boston, Massachusetts
July 12, 2002

PricewaterhouseCoopers LLP



Tax Information (Unaudited)


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.


Shareholder Meeting Results (Unaudited)


A Special Meeting of Shareholders of Scudder Money Market Series was held on March 28, 2002, at the office of Deutsche Investment Management Americas Inc. (formerly Zurich Scudder Investments, Inc.), Two International Place, Boston, Massachusetts. At the meeting, the following matter was voted upon by the shareholders (the resulting votes are presented below):

1. To approve a new investment management agreement for the Series with Deutsche Investment Management Americas Inc.

Affirmative

Against

Abstain

4,515,088,249

53,579,386

26,880,591



Trustees and Officers


The following table presents information about each Trustee of the Fund as of May 31, 2002. Each Trustee's age is in parentheses after his or her name. Unless otherwise noted, (i) each Trustee 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 Trustee is c/o Deutsche Asset Management, Two International Place, Boston, Massachusetts 02110-4103. The term of office for each Trustee is until the next meeting of shareholders called for the purpose of electing Trustees and until the election and qualification of a successor, or until such Trustee sooner dies, resigns or is removed as provided in the governing documents of the Fund. Because the Fund does not hold an annual meeting of shareholders, each Trustee will hold office for an indeterminate period.

Non-Interested Trustees

Name, Age and Position(s) Held with the Fund
Length of Time Served
Principal
Occupation(s)
During Past 5 Years

Number of Portfolios in Fund Complex Overseen by Trustee
Other Directorships Held
Henry P. Becton, Jr. (58)
Trustee
2000 to present
President, WGBH Educational Foundation
48
American Public Television;
New England Aquarium;
Becton Dickinson and Company;
Mass Corporation for Educational Telecommunications;
The A.H. Belo Company;
Committee for Economic Development;
Concord Academy;
Public Broadcasting Service;
Boston Museum of Science
Dawn-Marie Driscoll (55)
Trustee
2000 to present
President, Driscoll Associates (consulting firm);
Executive Fellow, Center for Business Ethics, Bentley College
48
Computer Rescue Squad;
Advisory Board, Center for Business Ethics, Bentley College;
Board of Governors, Investment Company Institute; Chairman, ICI Directors Services Committee
Edgar R. Fiedler (73)
Trustee
2000 to present
Senior Fellow and Economic Counsellor, The Conference Board, Inc. (not-for-profit business research organization)
48
None
Keith R. Fox (48)
Trustee
2000 to present
Managing Partner, Exeter Capital Partners (private equity funds)
48
Facts on File (school and library publisher);
Progressive (kitchen importer and distributor)
Louis E. Levy (69)
Trustee
April
2002 to present


Retired
63
Household International (banking and finance) (1992 to present);
ISI Family of Funds (four registered investment companies) (2000 to present)
Jean Gleason Stromberg (58)
Trustee
2000 to present
Consultant (1997 to present); prior thereto, Director, U.S. General Accounting Office (1996-1997); Partner, Fulbright & Jaworski (law firm) (1978-1996)
48
The William and Flora Hewlett Foundation

Jean C. Tempel (59)
Trustee
2000 to present
Managing Partner, First Light Capital (venture capital group)
48
United Way of Mass Bay;
Sonesta International Hotels, Inc.;
Northeastern University Funds and Endowment Committee;
Connecticut College Finance Committee;
Commonwealth Institute (not-for-profit start-up for women's enterprises);
The Reference, Inc. (IT consulting for financial services)
Carl W. Vogt (66)
Trustee
April
2002 to present


Member, 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) (1999-2000)
63
Yellow Corporation (trucking);
American Science & Engineering (x-ray detection equipment);
ISI Family of Funds (four registered investment companies)

Interested Trustees

Name, Age and Position(s) Held with the Fund
Length of Time Served
Principal
Occupation(s)
During Past 5 Years

Number of Portfolios in Fund Complex Overseen by Trustee
Other Directorships Held
Richard T. Hale1 (56)
Trustee and Vice President

April
2002 to present

Managing Director, Deutsche Asset Management
220
None

1 Mr. Hale is considered an "interested person" because of his affiliation with the fund's investment manager.

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

The following table presents information about each Officer of the Fund as of May 31, 2002. Each Officer's age is in parentheses after his or her name. Unless otherwise noted, the address of each Officer is c/o Deutsche Asset Management, Two International Place, Boston, Massachusetts 02110-4103. The President, Treasurer and Secretary each holds office until his or her successor is duly elected and qualified; all other officers hold offices in accordance with the By-Laws of the Fund. Each Officer of the Fund is an employee of the Fund's Advisor, Deutsche Investment Management Americas Inc., or an affiliate of the Advisor.

Officers

Name, Age and Position(s) Held with the Fund
Length of Time Served
Principal Occupation(s) During Past 5 Years
William F. Glavin, Jr. (43)
President
2000 to present
Managing Director, Deutsche Asset Management
Richard T. Hale (56)
Vice President
April 2002 to present
Managing Director, Deutsche Asset Management
Darlene M. Rasel (50)
Vice President
April 2002 to present
Managing Director, Deutsche Asset Management
John Millette (39)
Vice President and Secretary
1999 to present
Vice President, Deutsche Asset Management
Daniel O. Hirsch (48)
Vice President and Assistant Secretary
April 2002 to present
Managing Director, Deutsche Asset Management (1998-present); prior thereto, Assistant General Counsel, Securities and Exchange Commission (1993-1998)
Gary L. French (50)
Treasurer
January 2002 to present
Managing Director, Deutsche Asset Management (2001 to present); prior thereto, President, UAM Fund Services, Inc.
John R. Hebble (43)
Assistant Treasurer
1998 to present
Senior Vice President, Deutsche Asset Management
Thomas Lally (34)
Assistant Treasurer
2001 to present
Senior Vice President, Deutsche Asset Management
Brenda Lyons (39)
Assistant Treasurer
2000 to present
Senior Vice President, Deutsche Asset Management
Caroline Pearson (40)
Assistant Secretary
1997 to present
Managing Director, Deutsche Asset Management (1997 to present); prior thereto, Associate, Dechert (law firm)


Investment Products and Services


Scudder Funds

Core
Scudder Balanced Fund
Scudder Growth and Income Fund
Scudder S&P 500 Index Fund
Scudder Select 500 Fund
Scudder Small Company Stock Fund
Growth
Scudder 21st Century Growth Fund
Scudder Capital Growth Fund
Scudder Development Fund
Scudder Large Company Growth Fund
Scudder Select 1000 Growth Fund
Value
Scudder Large Company Value Fund
Scudder Small Company Value Fund*
Sector
Scudder Gold & Precious Metals Fund
Scudder Health Care Fund
Scudder Technology Innovation Fund
Asset Allocation
Scudder Pathway Conservative Portfolio
Scudder Pathway Moderate Portfolio
Scudder Pathway Growth Portfolio
Global/International
Scudder Emerging Markets Growth Fund
Scudder Emerging Markets Income Fund
Scudder Global Fund
Scudder Global Bond Fund
Scudder Global Discovery Fund
Scudder Greater Europe Growth Fund
Scudder International Fund
Scudder Latin America Fund
Scudder Pacific Opportunities Fund
The Japan Fund, Inc.*
Income
Scudder GNMA Fund
Scudder High-Yield Opportunity Fund
Scudder Income Fund
Scudder Short-Term Bond Fund
Tax-Free Income
Scudder California Tax-Free Income Fund*
Scudder High-Yield Tax-Free Fund
Scudder Managed Municipal Bonds
Scudder Massachusetts Tax-Free Fund
Scudder Medium-Term Tax-Free Fund
Scudder New York Tax-Free Income Fund*
Money Market
Scudder Cash Investment Trust
Scudder Money Market Series:
Prime Reserve Shares
Premium Shares
Managed Shares
Scudder Tax-Free Money Fund
Scudder U.S. Treasury Money Fund

* Class S shares only


Retirement Programs and Education Accounts

Retirement Programs
Traditional IRA
Roth IRA
SEP-IRA
Inherited IRA
Keogh Plan
401(k), 403(b) Plans
Variable Annuities
Education Accounts
Education IRA
UGMA/UTMA
IRA for Minors

Closed-End Funds

The Brazil Fund, Inc.
The Korea Fund, Inc.
Montgomery Street Income Securities, Inc.
Scudder Global High Income Fund, Inc.
Scudder New Asia Fund, Inc.
Scudder High Income Trust
Scudder Intermediate Government Trust
Scudder Multi-Market Income Trust
Scudder Municipal Income Trust
Scudder Strategic Income Trust
Scudder Strategic Municipal Income Trust
The Germany Fund
The New Germany Fund
The Central European Equity Fund

Scudder open-end funds are offered by prospectus only. For more complete information on any fund or variable annuity registered in your state, including information about a fund's objectives, strategies, risks, advisory fees, distribution charges, and other expenses, please order a free prospectus. Read the prospectus before investing in any fund to ensure the fund is appropriate for your goals and risk tolerance. There is no assurance that the objective of any fund will be achieved, and fund returns and net asset values fluctuate. Shares are redeemable at current net asset value, which may be more or less than their original cost.

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

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

Scudder Investor Services, Inc.


Account Management Resources


For shareholders of Scudder funds including those in the AARP Investment Program

Convenient ways to invest, quickly and reliably

Automatic Investment Plan
A convenient investment program in which money is electronically debited from your bank account monthly to regularly purchase fund shares and "dollar cost average" - buy more shares when the fund's price is lower and fewer when it's higher, which can reduce your average purchase price over time.*
Automatic Dividend Transfer
The most timely, reliable, and convenient way to purchase shares - use distributions from one Scudder fund to purchase shares in another, automatically (accounts with identical registrations or the same social security or tax identification number).
QuickBuy
Lets you purchase Scudder fund shares electronically, avoiding potential mailing delays; money for each of your transactions is electronically debited from a previously designated bank account.
Payroll Deduction and Direct Deposit
Have all or part of your paycheck - even government checks - invested in up to four Scudder funds at one time.
* Dollar cost averaging involves continuous investment in securities regardless of price fluctuations and does not assure a profit or protect against loss in declining markets. Investors should consider their ability to continue such a plan through periods of low price levels.

Around-the-clock electronic account service and information, including some transactions

Automated Information Lines
Scudder Class S Shareholders:
Call SAIL™ - 1-800-343-2890

AARP Investment Program Shareholders:
Call Easy-Access Line - 1-800-631-4636

Personalized account information, the ability to exchange or redeem shares, and information on other Scudder funds and services via touchtone telephone.
Web Site
Scudder Class S Shareholders -
myScudder.com

AARP Investment Program Shareholders -
aarp.scudder.com

Scudder's Web sites allow you to view your account transactions and balances, trade shares, monitor your asset allocation, and change your address, 24 hours a day.
The sites also provide prospectuses and applications for all Scudder funds, blank forms, interactive worksheets, news about Scudder funds, subscription to fund updates by e-mail, retirement planning information, and more.



Those who depend on investment proceeds for living expenses can enjoy these convenient, timely, and reliable automated withdrawal programs

Automatic Withdrawal Plan
You designate the bank account, determine the schedule (as frequently as once a month) and amount of the redemptions, and Scudder does the rest.
Distributions Direct
Automatically deposits your fund distributions into the bank account you designate within three business days after each distribution is paid.
QuickSell
Provides speedy access to your money by electronically crediting your redemption proceeds to the bank account you previously designated.

For more information about these services

Scudder Class S Shareholders:
Call a Scudder representative at
1-800-SCUDDER

AARP Investment Program Shareholders:
Call an AARP Investment Program representative at
1-800-253-2277

Please address all written correspondence to

For Scudder Class S Shareholders:
Scudder Investments
PO Box 219669
Kansas City, MO
64121-9669

For AARP Investment Program Shareholders:
AARP Investment Program
from Scudder Investments
PO Box 219735
Kansas City, MO
64121-9735


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