February 23, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Scudder Investment Trust
for Scudder Growth & Income Fund (Securities Act Registration
Statement File No. 2-13628) for Fiscal Year Ended December 31,
1994
Dear Sir/Madam:
In accordance with the provisions of Rule 24f-2, Scudder Growth and
Income Fund (the "Fund") hereby files its Rule 24f-2 Notice for the fiscal
year ended December 31, 1994.
a) No shares of beneficial interest of the Fund were registered under the
Securities Act of 1933 (other than pursuant to Rule 24f-2) and
remained unsold at the beginning of the fiscal year.
b) No shares of beneficial interest of the Fund were registered during
the year other than pursuant to Rule 24f-2.
c) 38,072,976 shares of beneficial interest of the Fund were sold during
the fiscal year.
d) 38,072,976 shares of beneficial interest of the Fund were sold during
the fiscal year in reliance upon the Fund's declaration in its
registration statement, which became effective September 20, 1984 of
the registration of an indefinite amount of securities under Rule
24f-2. Attached to the Rule 24f-2 Notice, and made a part hereof, is
an opinion of counsel indicating that the securities, the registration
of which the notice makes definite in number, were legally issued,
fully paid and non-assessable.
In accordance with subsection (c) of Rule 24f-2, a certified check in
the amount of $119,209.61 is enclosed, which represents the registration
fee. Such fee is based upon the actual aggregate sale price for which such
securities were sold during the fiscal year reduced by the difference
between:
1) The actual aggregate redemption price of the shares redeemed by
the Fund during the fiscal year, and
2) The actual aggregate redemption price of such redeemed shares
previously applied by the Fund pursuant to Rule 24e-2(a) in
filings made pursuant to section 24(e)(1) of the Investment
Company Act of 1940.
<TABLE>
<CAPTION>
<C> <C> <C>
Aggregate Sale Price For All Shares Sold $660,899,843
During Fiscal Year Pursuant to Rule 24f-2
Reduced by the Difference Between
1) Aggregate Redemption Price of Shares $315,194,390
Redeemed during the Fiscal Year
and,
2) Aggregate Redemption Price of Redeemed -0- $315,194,390
Shares Previously Applied by Fund Pursuant ------ ------------
to Rule 24e-2(a) in Filings made pursuant to
Section 24(e)(1) of Investment Company Act
of 1940
$345,705,453
============
</TABLE>
Any questions regarding the matter should be addressed to me at
Scudder, Stevens & Clark, Inc., Two International Place, Boston, MA
02110-4103.
Very truly yours,
/s/Thomas F. McDonough
Thomas F. McDonough
Secretary
LAW OFFICES OF
DECHERT PRICE & RHOADS
TEN POST OFFICE SQUARE SOUTH
BOSTON, MA 02109-4603
TELEPHONE: (617) 728-7100
FAX: (617) 426-6567
February 23, 1995
Scudder Investment Trust, on behalf of
Scudder Growth and Income Fund
Two International Place
Boston, MA 02110
Re: Rule 24f-2 Notice
Gentlemen:
Scudder Investment Trust, formerly Scudder Growth and Income Fund,
(the "Trust") is a trust created under a written Declaration of Trust dated
September 20, 1984, and executed and delivered in Boston, Massachusetts,
which Declaration has been subsequently amended by an Amended and Restated
Declaration of Trust dated November 3, 1987, (as further amended, the
"Declaration of Trust"). The beneficial interest thereunder is represented
by transferable shares with a par value of $.01 per share (the "Shares").
The Trustees have the powers set forth in the Declaration of Trust, subject
to the terms, provisions and conditions therein provided.
We are of the opinion that all legal requirements have been complied
with in the creation of the Trust and that said Declaration of Trust is
legal and valid.
Under Article V, Section 5.4 of the Declaration of Trust, the Trustees
are empowered, in their discretion, from time to time, to issue Shares for
such amount and type of consideration at such time or times and on such
terms as the Trustees may deem best. Under Article V, Section 5.1, it is
provided that the number of Shares authorized to be issued under the
Declaration of Trust is unlimited. Under Article V, Section 5.11, the
Trustees may authorize the division of Shares into two or more series. By
written instrument dated February 12, 1991, the Trustees divided the Shares
into two series: Scudder Growth and Income Fund and Scudder Quality Growth
Fund.
By votes adopted on November 9, 1993 and November 8, 1994, the
Trustees of the Trust authorized the President, any Vice President, the
Secretary, and the Treasurer, from time to time, to determine the
appropriate number of Shares to be registered, to register with the
Securities and Exchange Commission, and to issue and sell to the public,
such Shares.
We understand that you are about to file a Notice pursuant to Rule 24f-
2 under the Investment Company Act of 1940, as amended, making definite the
registration of 38,072,976 Shares of the Scudder Growth and Income Fund
series of the Trust sold in reliance upon said Rule 24f-2 during the fiscal
year ended December 31, 1994.
We are of the opinion that all necessary Trust action precedent to the
issue of said 38,072,976 Shares was duly taken. We are of the further
opinion that all such Shares were legally and validly issued, fully paid
and nonassessable by the Trust. In rendering the opinion expressed in the
preceding sentence, we rely on certification by an officer of the Trust
that the Trust or its agent received consideration for such Shares in
accordance with the provisions of the Declaration of Trust, and we assume
that the sale of such Shares was effected in compliance with the Securities
Act of 1933, the Investment Company Act of 1940, and applicable state laws
regulating the sale of securities.
We consent to your filing this opinion with the Securities and
Exchange Commission together with the Rule 24f-2 Notice referred to above.
Very truly yours,
/s/Dechert Price & Rhoads
