SCUDDER INVESTMENT TRUST
497, 1995-11-06
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This prospectus  sets forth  concisely the information  about Scudder Growth and
Income  Fund,  a series of Scudder  Investment  Trust,  an  open-end  management
investment  company,  that a prospective  investor should know before investing.
Please retain it for future reference.

If you require more detailed information,  a Statement of Additional Information
dated May 1, 1995, as amended from time to time, may be obtained  without charge
by writing Scudder Investor Services,  Inc., Two International Place, Boston, MA
02110-4103 or calling  1-800-225-2470.  The Statement,  which is incorporated by
reference into this prospectus,  has been filed with the Securities and Exchange
Commission.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


Contents--see page 4.


Scudder
Growth and 
Income Fund


   
Prospectus
May 1, 1995
As Revised
August 8, 1995
    


A pure  no-load(TM) (no sales charges) mutual fund seeking  long-term  growth of
capital, current income, and growth of income.


<PAGE>

Expense information

 How to compare a Scudder pure no-load(TM) fund

 This  information  is designed  to help you  understand  the various  costs and
 expenses  of  investing  in Scudder  Growth and Income  Fund (the  "Fund").  By
 reviewing  this table and those in other mutual  funds'  prospectuses,  you can
 compare the Fund's fees and expenses with those of other funds.  With Scudder's
 pure no-load(TM) funds, you pay no commissions to purchase or redeem shares, or
 to exchange from one fund to another.  As a result, all of your investment goes
 to work for you.

 1)  Shareholder  transaction expenses:  Expenses charged directly to your 
     individual  account in the Fund for various transactions.

     Sales commissions to purchase shares (sales  load)           NONE
     Commissions to reinvest dividends                            NONE
     Redemption fees                                              NONE*
     Fees to exchange shares                                      NONE

 2)  Annual Fund  operating  expenses:  Expenses  paid by the Fund before it  
     distributes  its net  investment income,  expressed  as a percentage of the
     Fund's average daily net assets for the year ended December 31, 1994.

     Investment management fee                                   0.53%**
     12b-1 fees                                                  NONE
     Other expenses                                              0.32%
                                                                 ----
     Total Fund operating expenses                               0.85%**
                                                                 ====   
     

 Example

 Based on the level of total Fund  operating  expenses  listed above,  the total
 expenses  relating  to a $1,000  investment,  assuming  a 5% annual  return and
 redemption at the end of each period,  are listed  below.  Investors do not pay
 these expenses  directly;  they are paid by the Fund before it distributes  its
 net  investment  income  to  shareholders.  (As  noted  above,  the Fund has no
 redemption fees of any kind.)

            1 Year       3 Years        5 Years        10 Years      
            ------       -------        -------        -------- 
              $9           $27            $47            $105                 

 See "Fund  organization--Investment  adviser" for further information about the
 investment  management fee. This example assumes  reinvestment of all dividends
 and  distributions  and that the  percentage  amounts listed under "Annual Fund
 operating  expenses"  remain the same each  year.  This  example  should not be
 considered a representation  of past or future expenses or return.  Actual Fund
 expenses  and  return  vary from  year to year and may be higher or lower  than
 those shown.

*    You may redeem by writing or calling the Fund. If you wish to receive
     redemption proceeds via wire, there is a $5 wire service fee. For
     additional information, please refer to "Transaction information--Redeeming
     shares."

**   These fees reflect the fees which would have been payable for the fiscal
     year ended December 31, 1994 under the Investment Management Agreement
     dated August 9, 1994.


                                       2
<PAGE>

  Financial highlights


The following table includes  selected data for a share  outstanding  throughout
each period and other performance information derived from the audited financial
statements.  

If you would like more detailed information concerning the Fund's performance, a
complete portfolio listing and audited financial statements are available in the
Fund's Annual Report dated December 31, 1994 and may be obtained without charge
by writing or calling Scudder Investor Services, Inc.

<TABLE>
<CAPTION>
                                                  Years Ended December 31,
                            -----------------------------------------------------------------------------------
                            1994   1993(b)   1992     1991     1990    1989     1988     1987     1986    1985
                            -----------------------------------------------------------------------------------
<S>                           <C>    <C>      <C>      <C>      <C>     <C>      <C>      <C>      <C>     <C>
Net asset value,
   beginning of period     $17.24  $16.20   $15.76   $12.77   $14.14  $13.18   $12.31   $15.02   $15.35  $11.90
                           ------  ------   ------   ------   ------  ------   ------   ------   ------  ------
Income from investment
  operations:

  Net investment income       .49     .49      .57      .57      .65     .67      .60      .68      .67     .59

  Net realized and
   unrealized gain
   (loss) on investment
   transactions             (.05)    2.01      .90     2.97   (1.01)    2.75      .86    (.07)     1.96    3.44
                           ------  ------   ------   ------   ------  ------   ------   ------   ------  ------
Total from investment
  operations                  .44    2.50     1.47     3.54    (.36)    3.42     1.46      .61     2.63    4.03
                           ------  ------   ------   ------   ------  ------   ------   ------   ------  ------
Less distributions from:
  Net investment
   income                   (.51)   (.45)    (.53)    (.55)    (.67)   (.69)    (.59)    (.68)    (.68)   (.58)

  Net realized gains on
   investment
   transactions             (.91)  (1.01)    (.50)       --    (.34)  (1.77)       --   (2.64)   (2.28)      --
                           ------  ------   ------   ------   ------  ------   ------   ------   ------  ------
Total distributions        (1.42)  (1.46)   (1.03)    (.55)   (1.01)  (2.46)    (.59)   (3.32)   (2.96)   (.58)
                           ------  ------   ------   ------   ------  ------   ------   ------   ------  ------
Net asset value,
  end of period            $16.26  $17.24   $16.20   $15.76   $12.77  $14.14   $13.18   $12.31   $15.02  $15.35
                           ======  ======   ======   ======   ======  ======   ======   ======   ======  ======
Total Return (%)             2.60   15.59     9.57    28.16   (2.33)   26.36    12.01     3.50    18.27   34.55

Ratios and
Supplemental Data

Net assets, end of
  period ($ millions)       1,992   1,624    1,166      723      491     490      402      392      385     302

Ratio of operating
  expenses to average
  net assets (%) (a)          .86     .86      .94      .97      .95     .87      .92      .89      .83     .84

Ratio of net investment
  income to average
  net assets (%)             2.98    2.93     3.60     4.03     5.03    4.47     4.63     4.24     4.19    4.35

Portfolio turnover
  rate (%)                   42.3    35.5     27.5     44.7     64.7    76.6     47.6     59.5     45.3    73.3

</TABLE>

(a)  The Adviser did not impose a portion of its management fee amounting to
     $.02 per share for the year ended December 31, 1992.
     If all expenses, including the management fee not imposed, had been
     incurred by the Fund, the annualized ratio of expenses to average net
     assets for such year would have been 1.08% and the total return would
     have been lower. This ratio includes costs associated with the
     acquisition of certain assets of Niagara Share Corporation on July 27,
     1992, exclusive of these charges the ratio would have been .92%.

(b)  Effective January 1, 1993, the Fund discontinued using equalization
     accounting.


                                       3
<PAGE>

A message from Scudder's chairman

Scudder,  Stevens & Clark,  Inc.,  investment  adviser to the Scudder  Family of
Funds,  was founded in 1919. We offered  America's  first no-load mutual fund in
1928.  Today,  we manage in excess of $90 billion for many private  accounts and
over 50 mutual fund portfolios.  We manage the mutual funds in a special program
for the American  Association  of Retired  Persons,  as well as the fund options
available through Scudder Horizon Plan, a tax-advantaged  variable  annuity.  We
also advise The Japan Fund and nine  closed-end  funds that invest in  countries
around the world.

The Scudder  Family of Funds is designed to make investing easy and less costly.
It includes  money  market,  tax free,  income and growth funds as well as IRAs,
401(k)s, Keoghs and other retirement plans.

Services  available  to  all  shareholders   include  toll-free  access  to  the
professional  service  representatives  of  Scudder  Investor  Relations,   easy
exchange  among funds,  shareholder  reports,  informative  newsletters  and the
walk-in convenience of Scudder Funds Centers.

All Scudder mutual funds are pure no-load(TM). This means you pay no commissions
to purchase or redeem your shares or to exchange from one fund to another. There
are no "12b-1" fees either,  which many other funds now charge to support  their
marketing efforts.  All of your investment goes to work for you. We look forward
to welcoming you as a shareholder.

                                        /s/Daniel Pierce
     

  Scudder Growth and Income Fund

   Investment objective

     o    long-term growth of capital, current income and growth of income

   Investment characteristics

     o    an actively managed portfolio consisting primarily of common stocks
          and securities convertible into common stocks

     o    an emphasis on companies with good prospects for earnings growth over
          time

     o    opportunity to share in the long-term growth of the U.S. stock market
          as well as stock market risk

     o    daily liquidity at current net asset value


  Contents

Investment objective and policies                      5
Why invest in the Fund?                                5
Investment results                                     6
Additional information about policies
   and investments                                     7
Distribution and performance information              10
Fund organization                                     11
Purchases                                             12
Exchanges and redemptions                             13
Transaction information                               14
Shareholder benefits                                  17
Trustees and Officers                                 20
Investment products and services                      21
How to contact Scudder                                22



                                       4
<PAGE>


Investment objective and policies

Scudder  Growth and Income Fund (the "Fund"),  a  diversified  series of Scudder
Investment Trust,  seeks long-term growth of capital,  current income and growth
of income.  The Fund invests primarily in common stocks,  preferred stocks,  and
securities  convertible into common stocks of companies which offer the prospect
for growth of earnings  while paying  current  dividends.  Over time,  continued
growth of earnings tends to lead to higher  dividends and enhancement of capital
value.  The Fund  allocates  its  investments  among  different  industries  and
companies,  and adjusts its portfolio  securities for investment  considerations
and not for trading purposes.

Except as otherwise indicated,  the Fund's investment objective and policies are
not fundamental and may be changed without a vote of shareholders.  Shareholders
will receive written notice of any changes in the Fund's objective.  If there is
a change in investment objective,  shareholders should consider whether the Fund
remains  an  appropriate  investment  in light of their then  current  financial
position and needs.  There can be no assurance that the Fund's objective will be
met. 

Investments

The Fund attempts to achieve its investment objective by investing primarily in
dividend- paying common stocks, preferred stocks and securities convertible into
common stocks. The Fund may also purchase such securities which do not pay
current dividends but which offer prospects for growth of capital and future
income. Convertible securities (which may be current coupon or zero coupon
securities) are bonds, notes, debentures, preferred stocks and other securities
which may be converted or exchanged at a stated or determinable exchange ratio
into underlying shares of common stock. The Fund may also invest in
nonconvertible preferred stocks consistent with the Fund's objective. From time
to time, for temporary defensive purposes, when the Fund's investment adviser,
Scudder, Stevens & Clark, Inc. (the "Adviser") feels such a position is
advisable in light of economic or market conditions, the Fund may invest a
portion of its assets in cash and cash equivalents. The Fund may invest in
foreign securities. It may also invest in repurchase agreements and may engage
in strategic transactions. More information about investment techniques is
provided under "Additional information about policies and investments."

The Fund's  share price  fluctuates  with  changes in interest  rates and market
conditions.  These  fluctuations  may  cause the value of shares to be higher or
lower than when purchased.


Why invest in the Fund?

The Fund seeks to provide  participation  in the long-term growth of the economy
through  the  investment   returns  offered  by  common  stocks  and  securities
convertible into common stocks. It maintains a diversified  portfolio consisting
primarily of common  stocks,  preferred  stocks and  convertible  securities  of
companies with long-standing  records of earnings growth. These companies,  many
of which are mainstays of the domestic U.S. economy,  offer prospects for future
growth of earnings and profits,  and  therefore may offer  investors  attractive
long-term investment  opportunities.  This strategy, with an emphasis on income,
may be more appropriate for the conservative portions of your equity portfolio.

In addition,  the Fund offers all the  benefits of the Scudder  Family of Funds.
Scudder,  Stevens & Clark,  Inc.  manages a diverse  family of pure  no-load(TM)
funds and  provides  a wide  range of  services  to help  investors  meet  their
investment  needs.  Please  refer to  "Investment  products  and  services"  for
additional information.


                                       5
<PAGE>

Investment results
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------- 
The Fund is designed for long-term investors who can accept moderate stock market risk. In return for accepting
stock market risk, you may earn a greater return on your investment than from a money market or an income fund, but
experience less risk than from a portfolio of more speculative equity securities.
- -------------------------------------------------------------------------------------------------------------------------
     Annual Capital Changes*                                                                    Standard & Poor's
                                   Scudder Growth and Income Fund                                500 Stock Index
                   -----------------------------------------------------------------     ---------------------------------
                      Net Asset                    Capital Gains       Capital               Price           Capital             
     December 31     Value/Share     Dividends     Distributions        Change               Level           Change
     -----------     -----------     ---------     -------------        ------               -----           ------
       <S>              <C>             <C>             <C>                <C>                 <C>              <C> 
       1984**          $11.90                                                                  167
       1985             15.35          $0.58             --             +29.00%                211           +26.35%
       1986             15.02           0.68           $2.28            + 13.39                242           + 14.69
       1987             12.31           0.68            2.64            -  0.66                247           +  2.07
       1988             13.18           0.59             --             +  7.07                278           + 12.55
       1989             14.14           0.69            1.77            + 20.84                353           + 26.99
       1990             12.77           0.67            0.34            -  7.32                330           -  6.52
       1991             15.76           0.55             --             + 23.41                417           + 26.36
       1992             16.20           0.53            0.50            +  6.04                436           +  4.46
       1993             17.24           0.45            1.01            + 12.67                466           +  6.88
       1994             16.26           0.51            0.91            -  0.43                459           -  1.50
 -------------------------------------------------------------------------------------------------------------------------

      Growth of a $10,000 investment
                                                                                        Standard & Poor's
                              Scudder Growth and Income Fund                             500 Stock Index          
              -----------------------------------------------------------------  ---------------------------------
     Periods Ended       Value of Initial    Cumulative       Average     Value of Initial    Cumulative      Average
   December 31, 1994    $10,000 Investment                    Annual     $10,000 Investment                    Annual
   -----------------    ------------------                    ------     ------------------                    ------

    One Year                  $10,260        +  2.60%        +  2.60%         $10,132         +   1.32%      +  1.32%

    Five Years                 16,265        +  62.65        +  10.22          15,174         +   51.74      +   8.69

    Ten Years                  37,924        + 279.24        +  14.26          38,334         +  283.34      +  14.37

The Standard & Poor's 500 Stock Index is an unmanaged index of 500 industrial, transportation, utility and
financial companies which is widely regarded as representative of the equity market in general. The Standard & Poor's
500 Stock Index does not take into account the brokerage and other transaction costs investors incur when investing
directly in stocks on the index. The Fund's performance reflects actual investment experience, net of all operating
expenses, which are paid from the Fund's gross investment income. 

"Growth of a $10,000 investment" includes reinvestment of dividends and capital gain distributions, if any.

The investment return and principal value of the Fund's shares represent past performance and will vary due to market conditions, 
and the shares may be worth more or less at redemption than at original purchase.

*  For definition of "capital change" please see "Distribution and performance information."

** On November 13, 1984, the Fund adopted its present name and objectives. Prior to that date, the Fund was known
   as the Scudder Common Stock Fund, Inc. and its objective was solely long-term capital growth.
 -------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                        6
<PAGE>

  Additional information about policies and investments

Investment restrictions

The Fund has  adopted  certain  fundamental  policies  which may not be  changed
without a vote of  shareholders  and which are  designed  to reduce  the  Fund's
investment risk.

The Fund may not borrow money except as a temporary measure for extraordinary or
emergency  purposes,  and may not make  loans  except  through  the  lending  of
portfolio  securities,  the purchase of debt  securities  or through  repurchase
agreements.

In addition, as a matter of nonfundamental  policy, the Fund may not invest more
than 10% of its net  assets  in  securities  which are not  readily  marketable,
restricted  securities  and  repurchase  agreements  maturing in more than seven
days.  The Fund may not invest  more than 5% of its total  assets in  restricted
securities.

A complete description of these and other policies and restrictions is contained
under   "Investment   Restrictions"   in  the  Fund's  Statement  of  Additional
Information. 

Securities lending

The Fund may lend portfolio  securities to registered  broker/dealers as a means
of increasing its income. These loans may not exceed 33 1/3% of the Fund's total
assets  taken at market  value.  Loans of portfolio  securities  will be secured
continuously  by  collateral   consisting  of  U.S.  Government   securities  or
fixed-income  obligations that are maintained at all times in an amount at least
equal to the current market value of the loaned  securities.  The Fund will earn
any interest or dividends  paid on the loaned  securities and may share with the
borrower some of the income  received on the  collateral for the loan or will be
paid a premium for the loan. 

Repurchase agreements

As a means of earning  income for  periods as short as  overnight,  the Fund may
enter into repurchase agreements with selected banks and broker/dealers. Under a
repurchase  agreement,  the Fund  acquires  securities,  subject to the seller's
agreement  to  repurchase  them  at a  specified  time  and  price.  

Convertible securities

The Fund may invest in convertible securities which may offer higher income than
the common stocks into which they are convertible. The convertible securities in
which the Fund may invest include  fixed-income or zero coupon debt  securities,
which may be converted or exchanged at a stated or  determinable  exchange ratio
into underlying shares of common stock.  Prior to their conversion,  convertible
securities  may  have  characteristics   similar  to  both  nonconvertible  debt
securities and equity securities.

Foreign securities

While the Fund generally  emphasizes  investments in companies  domiciled in the
U.S., it may invest in listed and unlisted foreign securities that meet the same
criteria  as the  Fund's  domestic  holdings.  The Fund may  invest  in  foreign
securities  when  the  anticipated  performance  of the  foreign  securities  is
believed  by  the  Adviser  to  offer  more  return   potential   than  domestic
alternatives in keeping with the investment  objective of the Fund. The Fund may
enter into forward foreign  currency  exchange  contracts in connection with the
purchase and sale of securities  denominated  in a foreign  currency.  

Strategic Transactions and derivatives

The  Fund  may,  but  is not  required  to,  utilize  various  other  investment
strategies as described  below to hedge  various  market risks (such as interest
rates,  currency  exchange  rates,  and broad or specific equity or fixed-income
market movements),  to manage the effective maturity or duration of fixed-income
securities  in  the  Fund's  portfolio  or  to  enhance  potential  gain.  These
strategies  may be  executed  through  the  use of  derivative  contracts.  Such



                                        7
<PAGE>


strategies are generally  accepted as a part of modern portfolio  management and
are regularly utilized by many mutual funds and other  institutional  investors.
Techniques  and  instruments  may  change  over  time  as  new  instruments  and
strategies are developed or regulatory changes occur.

In the course of pursuing these investment strategies, the Fund may purchase and
sell  exchange-listed and  over-the-counter  put and call options on securities,
equity and fixed-income  indices and other financial  instruments,  purchase and
sell  financial  futures  contracts  and  options  thereon,  enter into  various
interest rate  transactions such as swaps,  caps,  floors or collars,  and enter
into various currency transactions such as currency forward contracts,  currency
futures  contracts,  currency swaps or options on currencies or currency futures
(collectively, all the above are called "Strategic Transactions").

Strategic  Transactions  may be used without limit to attempt to protect against
possible  changes in the market value of  securities  held in or to be purchased
for the Fund's portfolio  resulting from securities markets or currency exchange
rate  fluctuations,  to protect the Fund's  unrealized gains in the value of its
portfolio  securities,  to facilitate the sale of such securities for investment
purposes,   to  manage  the  effective  maturity  or  duration  of  fixed-income
securities  in  the  Fund's  portfolio,  or  to  establish  a  position  in  the
derivatives  markets  as  a  temporary  substitute  for  purchasing  or  selling
particular  securities.  Some Strategic Transactions may also be used to enhance
potential  gain  although no more than 5% of the Fund's assets will be committed
to Strategic  Transactions entered into for non-hedging purposes.  Any or all of
these investment techniques may be used at any time and in any combination,  and
there is no particular  strategy  that dictates the use of one technique  rather
than  another,  as use of any  Strategic  Transaction  is a function of numerous
variables including market conditions.  The ability of the Fund to utilize these
Strategic  Transactions  successfully  will depend on the  Adviser's  ability to
predict  pertinent  market  movements,  which  cannot be assured.  The Fund will
comply  with  applicable   regulatory   requirements  when  implementing   these
strategies,   techniques  and  instruments.   Strategic  Transactions  involving
financial  futures and options  thereon will be purchased,  sold or entered into
only for bona fide hedging, risk management or portfolio management purposes and
not  for  speculative  purposes.   Please  refer  to  "Risk   factors--Strategic
Transactions and derivatives" for more information. 

Risk factors

The Fund's risks are  determined  by the nature of the  securities  held and the
portfolio  management   strategies  used  by  the  Adviser.  The  following  are
descriptions of certain risks related to the investments and techniques that the
Fund may use from time to time.

Securities lending. From time to time the Fund may lend its portfolio securities
to registered  broker/dealers as described above. The risks of lending portfolio
securities,  as with other  extensions  of secured  credit,  consist of possible
delays in receiving  additional  collateral or in the recovery of the securities
or  possible  loss  of  rights  in  the  collateral  should  the  borrower  fail
financially.  Loans  will be made to  registered  broker/dealers  deemed  by the
Adviser to be of good  standing and will not be made unless,  in the judgment of
the Adviser,  the  consideration  to be earned from such loans would justify the
risk.

Zero coupon  securities.  Zero coupon  securities  are subject to greater market
value  fluctuations  from  changing  interest  rates  than debt  obligations  of
comparable maturities that make current cash distributions of interest.

                                       8
<PAGE>

Repurchase  agreements.  If the  seller  under a  repurchase  agreement  becomes
insolvent,  the Fund's right to dispose of the securities may be restricted,  or
the value of the  securities  may decline  before the Fund is able to dispose of
them. In the event of the  commencement of bankruptcy or insolvency  proceedings
with respect to the seller of the securities before repurchase of the securities
under a  repurchase  agreement,  the Fund may  encounter  delay and incur costs,
including a decline in the value of the  securities,  before  being able to sell
the securities.

Convertible  securities.  While  convertible  securities  generally  offer lower
yields than nonconvertible debt securities of similar quality,  their prices may
reflect  changes  in the  value  of the  underlying  common  stock.  Convertible
securities entail less credit risk than the issuer's common stock.

Foreign   securities.   Investments  in  foreign   securities   involve  special
considerations  due to limited  information,  higher brokerage costs,  different
accounting  standards,  thinner trading markets as compared to domestic  markets
and the likely impact of foreign taxes on the yield from debt  securities.  They
may also  entail  other  risks,  such as the  possibility  of one or more of the
following: imposition of dividend or interest withholding or confiscatory taxes;
currency blockages or transfer restrictions;  expropriation,  nationalization or
other adverse political or economic  developments;  less government  supervision
and regulation of securities  exchanges,  brokers and listed companies;  and the
difficulty of enforcing  obligations  in other  countries.  Purchases of foreign
securities are usually made in foreign currencies and, as a result, the Fund may
incur currency  conversion costs and may be affected favorably or unfavorably by
changes in the value of foreign currencies against the U.S. dollar.

Further,  it may be more  difficult  for the  Fund's  agents  to keep  currently
informed  about  corporate  actions  which may affect  the  prices of  portfolio
securities.  Communications  between the U.S. and foreign  countries may be less
reliable than within the U.S.,  increasing  the risk of delayed  settlements  of
portfolio  transactions or loss of certificates  for portfolio  securities.  The
Fund's  ability and decisions to purchase and sell  portfolio  securities may be
affected by laws or regulations  relating to the convertibility and repatriation
of assets.

Strategic  Transactions  and  derivatives.  Strategic  Transactions,   including
derivative contracts, have risks associated with them including possible default
by the other  party to the  transaction,  illiquidity  and,  to the  extent  the
Adviser's  view as to certain market  movements is incorrect,  the risk that the
use of such Strategic  Transactions  could result in losses greater than if they
had not been used. Use of put and call options may result in losses to the Fund,
force the sale or purchase of portfolio  securities at inopportune  times or for
prices  higher  than (in the case of put  options) or lower than (in the case of
call options)  current market values,  limit the amount of appreciation the Fund
can  realize on its  investments  or cause the Fund to hold a security  it might
otherwise  sell.  The  use of  currency  transactions  can  result  in the  Fund
incurring losses as a result of a number of factors  including the imposition of
exchange  controls,  suspension  of  settlements  or the inability to deliver or
receive a  specified  currency.  The use of  options  and  futures  transactions
entails certain other risks.  In particular,  the variable degree of correlation
between price movements of futures  contracts and price movements in the related
portfolio  position  of the Fund  creates  the  possibility  that  losses on the
hedging  instrument  may be  greater  than  gains  in the  value  of the  Fund's
position.  In  addition,  futures and  options  markets may not be liquid in all
circumstances  and certain  over-the-counter  options may have no markets.  As a
result,  in  certain  markets,  the  Fund  might  not be  able  to  close  out a
transaction without

                                       9
<PAGE>

incurring  substantial  losses, if at all. Although the use of futures contracts
and options  transactions  for hedging  should tend to minimize the risk of loss
due to a decline in the value of the hedged position, at the same time they tend
to limit any potential gain which might result from an increase in value of such
position.

Finally,  the daily variation margin  requirements  for futures  contracts would
create a greater  ongoing  potential  financial  risk than  would  purchases  of
options,  where the  exposure  is  limited to the cost of the  initial  premium.
Losses resulting from the use of Strategic  Transactions  would reduce net asset
value, and possibly income, and such losses can be greater than if the Strategic
Transactions had not been utilized. The Strategic Transactions that the Fund may
use and some of their risks are described more fully in the Fund's  Statement of
Additional Information.


Distribution and performance information

Dividends and capital gains distributions

The  Fund  intends  to  distribute  dividends  from  its net  investment  income
quarterly in April, July,  October and December.  The Fund intends to distribute
net realized capital gains after utilization of capital loss  carryforwards,  if
any, in November or December to prevent  application of a federal excise tax. An
additional  distribution  may be made within three  months of the Fund's  fiscal
year end, if necessary. Any dividends or capital gains distributions declared in
October, November or December with a record date in such a month and paid during
the following  January will be treated by  shareholders  for federal  income tax
purposes as if received on December 31 of the calendar year declared.

According to preference,  shareholders may receive distributions in cash or have
them  reinvested  in  additional  shares of the Fund. If an investment is in the
form of a retirement plan, all dividends and capital gains distributions must be
reinvested into the shareholder's account.

Generally,  dividends from net investment  income are taxable to shareholders as
ordinary income.  Long-term capital gains distributions,  if any, are taxable as
long-term capital gains regardless of the length of time shareholders have owned
shares.  Short-term capital gains and any other taxable income distributions are
taxable as ordinary  income.  A portion of dividends  from  ordinary  income may
qualify for the dividends-received deduction for corporations.

The Fund sends detailed tax information to its shareholders about the amount and
type of its  distributions  by January  31 of the  following  year.

Performance information

From time to time,  quotations  of the Fund's  performance  may be  included  in
advertisements, sales literature or shareholder reports. All performance figures
are historical,  show the  performance of a hypothetical  investment and are not
intended to indicate future  performance.  "Total return" is the change in value
of an investment in the Fund for a specified  period.  The "average annual total
return"  of the  Fund  is the  average  annual  compound  rate of  return  of an
investment in the Fund assuming the investment has been held for one year,  five
years  and ten  years as of a stated  ending  date.  "Cumulative  total  return"
represents  the  cumulative  change  in value of an  investment  in the Fund for
various periods. Total return calculations assume that all dividends and capital
gains  distributions  during the period were  reinvested  in shares of the Fund.
"Capital  change"  measures return from capital,  including  reinvestment of any
capital gains  distributions but does not include the reinvestment of dividends.
Performance  will  vary  based  upon,  among  other  things,  changes  in market
conditions and the level of the Fund's expenses.


                                       10
<PAGE>

Fund organization

Scudder  Growth and Income Fund is a  diversified  series of Scudder  Investment
Trust (the "Trust"),  an open-end management investment company registered under
the Investment  Company Act of 1940 (the "1940 Act"). The Trust,  formerly known
as Scudder  Growth and Income Fund,  was organized as a  Massachusetts  business
trust in  September  1984 and on December  31, 1984  assumed the business of its
predecessor,  which was organized as a Massachusetts corporation in May 1929. On
November 13, 1984,  the  predecessor  fund changed its name from Scudder  Common
Stock Fund, Inc. to Scudder Growth and Income Fund and its investment  objective
and  policies  from  those  of a  growth  fund to those  stated  in the  section
"Investment objective and policies."

The  Fund's  activities  are  supervised  by  the  Trust's  Board  of  Trustees.
Shareholders  have one vote for each  share  held on  matters  on which they are
entitled to vote. The Trust is not required to hold and has no current intention
of holding annual shareholder meetings,  although special meetings may be called
for  purposes  such as  electing  or  removing  Trustees,  changing  fundamental
investment policies or approving an investment management contract. Shareholders
will be assisted in  communicating  with other  shareholders  in connection with
removing  a  Trustee  as if  Section  16(c) of the  1940  Act  were  applicable.

Investment adviser

The Fund retains the  investment  management  firm of Scudder,  Stevens & Clark,
Inc., a Delaware corporation, to manage the Fund's daily investment and business
affairs  subject  to the  policies  established  by the Board of  Trustees.  The
Trustees  have  overall  responsibility  for the  management  of the Fund  under
Massachusetts law.

   
The Adviser  receives an investment  management fee for these services equal, on
an annual basis, to 0.60% of the first $500 million of average daily net assets,
0.55% of such assets in excess of $500  million,  0.50% of such assets in excess
of $1 billion, 0.475% of such assets in excess of $1.5 billion and 0.45% of such
assets in excess of $2 billion.  The fee is graduated  so that  increases in the
Fund's net assets may  result in a lower  annual fee rate and  decreases  in the
Fund's net assets  may  result in a higher  annual fee rate.  The fee is payable
monthly,  provided  that the Fund  will  make such  interim  payments  as may be
requested by the Adviser not to exceed 75% of the amount of the fee then accrued
on the books of the Fund and unpaid.

For the period August 9, 1994 to August 7, 1995 the  investment  management  fee
was equal,  on an annual  basis,  to 0.60% of the first $500  million of average
daily net assets, 0.55% of such assets in excess of $500 million,  0.50% of such
assets in  excess  of $1  billion  and  0.475% of such  assets in excess of $1.5
billion.

Prior to August 9, 1994, the investment  management fee was equal,  on an annual
basis, to 0.65% of the first $200 million of average daily net assets,  0.60% of
such  assets in excess of $200  million,  0.55% of such assets in excess of $400
million and 0.50% of such assets in excess of $900 million.
    

For the fiscal year ended December 31, 1994, the Adviser  received an investment
management  fee of 0.54% of the  Fund's  average  daily net  assets on an annual
basis.

All of the Fund's expenses are paid out of gross investment income. Shareholders
pay no direct charges or fees for investment or administrative services.

Scudder, Stevens & Clark, Inc. is located at Two International Place, Boston, 
Massachusetts.

Transfer agent

Scudder Service Corporation,  P.O. Box 2291, Boston, Massachusetts 02107-2291, a
wholly-owned  subsidiary of the Adviser, is the transfer,  shareholder servicing
and dividend-paying agent for the Fund.


                                       11
<PAGE>

Purchases
<TABLE>
 <S>                 <C>                               <C>                                 <C>    
 -----------------------------------------------------------------------------------------------------------------------
 Opening             Minimum initial investment: $1,000; IRAs $500
 an account          Group retirement plans (401(k), 403(b), etc.) have similar or lower minimums. See appropriate
                     plan literature.

 Make checks         o  By Mail              Send your completed and signed application and check
 payable to "The
 Scudder Funds."
                                                 by regular mail to:       or          by express, registered,
                                                                                       or certified mail to:

                                                 The Scudder Funds                     The Scudder Funds
                                                 P.O. Box 2291                         1099 Hingham Street
                                                 Boston, MA                            Rockland, MA
                                                 02107-2291                            02370-1052

                     o  By  Wire             Please see Transaction  information--Purchasing  shares-- By wire
                                             following  these  tables  for  details,  including  the ABA  wire
                                             transfer number. Then call 1-800-225-5163 for instructions.      

                     o  In Person            Visit one of our Funds Centers to complete your application with the help
                                             of a Scudder representative. Funds Center locations are listed under
                                             Shareholder benefits.
 -----------------------------------------------------------------------------------------------------------------------

 Purchasing          Minimum additional investment: $100; IRAs $50
 additional shares   Group retirement plans (401(k), 403(b), etc.) have similar or lower minimums. See appropriate
                     plan literature.

 Make checks         o  By Mail              Send a check with a Scudder investment slip, or with a letter of
 payable to "The                             instruction including your account number and the complete Fund name, to
 Scudder Funds."                             the appropriate address listed above.

                     o  By Wire              Please see Transaction information--Purchasing shares-- By wire 
                                             following these tables for details, including the ABA wire      
                                             transfer number.                                                

                     o  In Person            Visit one of our Funds Centers to make an additional investment  
                                             in your Scudder fund account. Funds Center locations are listed
                                             under Shareholder benefits.                                    

                     o  By Telephone         You may  purchase  additional  shares in an amount of  $10,000 or
                                             more. Please call 1-800-225-5163 for more details.               

                     o  By Automatic
                        Investment Plan      You may arrange to make investments on a regular basis through automatic
                        ($50 minimum)        deductions from your bank checking account. Please call 1-800-225-5163
                                             for more information and an enrollment form.
 -----------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       12
<PAGE>

Exchanges and redemptions

<TABLE>
  <S>                    <C>                     <C>                  <C>                            <C>    
 -----------------------------------------------------------------------------------------------------------------------
 Exchanging shares      Minimum  investments:   $1,000  to  establish  a  new account;  $100  to  exchange  among  
                        existing  accounts  

                   o By Telephone      To  speak  with  a  service  representative,  call 1-800-225-5163 from
                                       8 a.m. to 8 p.m. eastern time or to access SAIL(TM), Scudder's Automated
                                       Information Line, call 1-800-343-2890 (24 hours a day).

                   o  By Mail          Print or type your instructions and include:
                      or Fax            - the name of the Fund and the  account
                                          number you are exchanging  from; 
                                        - your name(s)  and  address as they appear on your  account;  
                                        - the dollar  amount or number of shares you wish to  exchange;
                                        - the name of the Fund  you  are exchanging    into;    and    
                                        - your signature(s)  as  it  appears  on  your account and a daytime
                                          telephone number.

                                       Send your instructions
                                       by regular mail to:    or  by express, registered,    or  by fax to:
                                                                  or certified mail to:

                                       The Scudder Funds          The Scudder Funds              1-800-821-6234
                                       P.O. Box 2291              1099 Hingham Street
                                       Boston, MA 02107-2291      Rockland, MA 02370-1052
 -----------------------------------------------------------------------------------------------------------------------
 Redeeming shares   o By  Telephone    To speak with a service representative, call 1-800-225-5163 from
                                       8 a.m. to 8 p.m. eastern time or to access SAIL(TM), Scudder's  
                                       Automated Information Line, call 1-800-343-2890 (24 hours a day)
                                       You may have redemption proceeds sent to your predesignated bank
               .                       account, or redemption proceeds of up to $50,000 sent to your   
                                       address of record.                                              

                   o  By Mail          Send your instructions for redemption to the appropriate address or fax number
                      or Fax           above and include:
                                       - the  name  of the  Fund  and  account number you are  redeeming  from; 
                                       - your name(s)  and  address as they appear on your  account;  
                                       - the dollar  amount or number  of shares  you wish to  redeem; and 
                                       - your  signature(s)  as it appears on your account and a daytime telephone number.

                                       A signature  guarantee  is  required  for redemptions over $50,000. See Transaction
                                       information--Redeeming  shares  following these tables.

                   o  By Automatic     You may arrange to receive automatic cash payments periodically if the value of
                      Withdrawal       your account is $10,000 or more. Call 1-800-225-5163 for more information and
                      Plan             an enrollment form.
 -----------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       13
<PAGE>

Underwriter

Scudder Investor Services, Inc., a wholly-owned subsidiary of the Adviser,
is the Fund's principal underwriter. Scudder Investor Services, Inc. confirms,
as agent, all purchases of shares of the Fund. Scudder Investor Relations is a
telephone information service provided by Scudder Investor Services, Inc.

Custodian

State Street Bank and Trust Company is the Fund's custodian.


 Transaction information

Purchasing shares

Purchases  are executed at the next  calculated  net asset value per share after
the Fund's transfer agent in Boston receives the purchase request in good order.
Purchases are made in full and fractional shares. (See "Share price.")

By check. If you purchase shares with a check that does not clear, your purchase
will be canceled  and you will be subject to any losses or fees  incurred in the
transaction.  Checks  must be drawn on or payable  through a U.S.  bank.  If you
purchase shares by check and redeem them within seven business days of purchase,
the Fund may hold  redemption  proceeds  until the  purchase  check has cleared,
which may take up to seven  business  days.  If you  purchase  shares by federal
funds  wire,  you may avoid this  delay.  Redemption  or  exchange  requests  by
telephone prior to the expiration of the seven-day period will not be accepted.

By wire. To open a new account by wire, first call Scudder at  1-800-225-5163 to
obtain  an  account  number.  A  representative  will  instruct  you  to  send a
completed,  signed application to the transfer agent in Boston.  Accounts cannot
be opened  without a completed,  signed  application  and a Scudder fund account
number. Contact your bank to arrange a wire transfer to:

        The Scudder Funds
        State Street Bank and Trust Company
        Boston, MA 02101
        ABA Number 011000028
        DDA Account 9903-5552

Your wire instructions must also include:
- -- the name of the fund in which the  money is to be  invested,  
- -- the  account number of the fund, and 
- -- the name(s) of the account holder(s).

The  account  will be  established  once the  application  and  money  order are
received in good order.

You may  also  make  additional  investments  of  $100 or more to your  existing
account by wire.

By telephone order. Existing shareholders may purchase shares at a certain day's
price by calling  1-800-225-5163  before the close of regular trading on the New
York Stock Exchange (the "Exchange"), normally 4 p.m. eastern time, on that day.
Orders must be for $10,000 or more and cannot be for an amount greater than four
times  the  value of your  account  at the time the  order is  placed.  You must
include  with  your  payment  the  order  number  given at the time the order is
placed. A confirmation with complete purchase  information is sent shortly after
your order is received. If payment by check or wire is not received within three
business days, the order is subject to cancelation and the  shareholder  will be
responsible for any loss to the Fund resulting from this cancelation.  Telephone
orders are not  available for shares held in Scudder IRA accounts and most other
Scudder retirement plan accounts.

By  exchange.  Your new account will have the same  registration  and address as
your existing account.

The  exchange  requirements  for  corporations,  other  organizations,   trusts,
fiduciaries,  agents,  

                                       14
<PAGE>

institutional  investors  and  retirement  plans  may  be
different from those for regular accounts.  Please call  1-800-225-5163 for more
information,  including  information  about  the  transfer  of  special  account
features.

You can also make  exchanges  among your  Scudder  fund  accounts  on SAIL,  the
Scudder Automated Information Line, by calling 1-800-343-2890.

Redeeming shares

The Fund allows you to redeem shares (i.e.,  sell them back to the Fund) without
redemption fees.

By telephone.  This is the quickest and easiest way to sell Fund shares.  If you
elected telephone  redemption to your bank on your application,  you can call to
request that federal funds be sent to your authorized  bank account.  If you did
not  elect  telephone  redemption  to  your  bank  on  your  application,   call
1-800-225-5163 for more information.

Redemption  proceeds will be wired to your bank unless otherwise  requested.  If
your bank cannot  receive  federal  reserve wires,  redemption  proceeds will be
mailed to your bank. There will be a $5 charge for all wire redemptions.

You can also make  redemptions  from your  Scudder  fund  account  on SAIL,  the
Scudder Automated Information Line, by calling 1-800-343-2890.

If you open an account by wire, you cannot redeem shares by telephone  until the
Fund's  transfer  agent has  received  your  completed  and signed  application.
Telephone  redemption  is not  available for shares held in Scudder IRA accounts
and most other Scudder retirement plan accounts.

In the event  that you are  unable to reach the Fund by  telephone,  you  should
write to the Fund; see "How to contact Scudder" for the address.

Signature guarantees. For your protection and to prevent fraudulent redemptions,
on written  redemption  requests  in excess of  $50,000  we require an  original
signature and an original signature  guarantee for each person in whose name the
account is  registered.  (The Fund  reserves  the right,  however,  to require a
signature  guarantee for all redemptions.) You can obtain a signature  guarantee
from most banks, credit unions or savings associations,  or from broker/dealers,
municipal  securities  broker/dealers,   government  securities  broker/dealers,
national securities exchanges,  registered  securities  associations or clearing
agencies  deemed eligible by the Securities and Exchange  Commission.  Signature
guarantees by notaries public are not acceptable.  Redemption  requirements  for
corporations,  other organizations,  trusts, fiduciaries,  agents, institutional
investors and retirement plans may be different from those for regular accounts.
For more information, please call 1-800-225-5163. 

Telephone transactions

Shareholders  automatically receive the ability to exchange by telephone and the
right to  redeem  by  telephone  up to  $50,000  to  their  address  of  record.
Shareholders also may, by telephone, request that redemption proceeds be sent to
a  predesignated  bank  account.  The  Fund  uses  procedures  designed  to give
reasonable  assurance  that  telephone   instructions  are  genuine,   including
recording  telephone  calls,  testing a caller's  identity  and sending  written
confirmation  of  telephone  transactions.  If the  Fund  does not  follow  such
procedures,  it may be liable  for  losses  due to  unauthorized  or  fraudulent
telephone instructions. The Fund will not be liable for acting upon instructions
communicated by telephone that it reasonably believes to be genuine.

Share price

Purchases and  redemptions,  including  exchanges,  are made at net asset value.
Scudder Fund Accounting  Corporation,  a wholly-owned subsidiary of the Adviser,
determines  net asset value per share as of the close of regular  trading on the
Exchange,  normally 4 p.m.  eastern  time,  on each day the Exchange is open for
trading.

                                       15
<PAGE>


Net asset  value per share is  calculated  by  dividing  the value of total Fund
assets,  less all  liabilities,  by the  total  number  of  shares  outstanding.

Processing time

All  purchase  and  redemption  requests  received  in good  order by the Fund's
transfer  agent in Boston by the close of regular  trading on the  Exchange  are
executed  at the net asset  value per share  calculated  at the close of regular
trading that day.  Purchase and redemption  requests received after the close of
regular trading on the Exchange will be executed the following business day.

If you wish to make a purchase of $500,000 or more,  you should  notify  Scudder
Investor Relations by calling 1-800-225-5163.

The Fund  will  normally  send  redemption  proceeds  within  one  business  day
following the  redemption  request,  but may take up to seven days (or longer in
the case of shares recently purchased by check). 

Short-term trading

Purchases and sales should be made for long-term  investment  purposes only. The
Fund and Scudder  Investor  Services,  Inc.  each reserves the right to restrict
purchases  of Fund  shares  (including  exchanges)  when a pattern  of  frequent
purchases  and sales made in response to short-term  fluctuations  in the Fund's
share price appears evident.

Tax information

A redemption of shares,  including an exchange  into another  Scudder fund, is a
sale of shares and may result in a gain or loss for  income  tax  purposes.  

Tax identification number

Be  sure to  complete  the  Tax  Identification  Number  section  of the  Fund's
application  when you open an  account.  Federal  tax law  requires  the Fund to
withhold 31% of taxable  dividends,  capital gains  distributions and redemption
and exchange  proceeds from accounts (other than those of certain exempt payees)
without a certified  Social  Security or tax  identification  number and certain
other certified  information or upon  notification from the IRS or a broker that
withholding  is  required.  The Fund  reserves  the right to reject new  account
applications  without a certified Social Security or tax identification  number.
The Fund also  reserves  the right,  following  30 days'  notice,  to redeem all
shares in accounts  without a certified  Social  Security or tax  identification
number.  A shareholder  may avoid  involuntary  redemption by providing the Fund
with a tax  identification  number  during the  30-day  notice  period.  

Minimum balances

Shareholders should maintain a share balance worth at least $1,000, which amount
may be changed by the Board of Trustees.  Scudder  retirement plans have similar
or lower  minimum  share  balance  requirements.  The Fund  reserves  the right,
following  60 days'  written  notice to  shareholders,  to redeem  all shares in
sub-minimum accounts,  including accounts of new investors, where a reduction in
value  has  occurred  due to a  redemption  or  exchange  out  of  the  account.
Reductions in value that result solely from market  activity will not trigger an
involuntary redemption.  The Fund will mail the proceeds of the redeemed account
to the  shareholder.  The shareholder may restore the share balance to $1,000 or
more during the 60-day  notice period and must maintain it at no lower than that
minimum to avoid involuntary redemption. 

Third party transactions

If purchases and  redemptions of Fund shares are arranged and settlement is made
at an  investor's  election  through a member  of the  National  Association  of
Securities  Dealers,  Inc.,  other than Scudder  Investor  Services,  Inc., that
member may, at its discretion, charge a fee for that service. 

                                       16
<PAGE>

Redemption-in-kind

The Fund  reserves  the right,  if  conditions  exist  which make cash  payments
undesirable,  to honor any request for redemption or repurchase  order by making
payment in whole or in part in readily marketable  securities chosen by the Fund
and valued as they are for purposes of  computing  the Fund's net asset value (a
redemption-in-kind).  If payment is made in securities,  a shareholder may incur
transaction  expenses in  converting  these  securities  to cash.  The Trust has
elected, however, to be governed by Rule 18f-1 under the 1940 Act as a result of
which  the  Fund  is  obligated  to  redeem  shares,  with  respect  to any  one
shareholder  during  any  90-day  period,  solely  in cash up to the  lesser  of
$250,000  or 1% of the net  asset  value  of the  Fund at the  beginning  of the
period.


  Shareholder benefits

Experienced professional management

Scudder,  Stevens & Clark, Inc., one of the nation's most experienced investment
management  firms,  actively manages your Scudder fund investment.  Professional
management  is an important  advantage for investors who do not have the time or
expertise  to invest  directly  in  individual  securities.  

A team  approach to investing

Scudder  Growth  and Income  Fund is  managed  by a team of  Scudder  investment
professionals, who each play an important role in the Fund's management process.
Team  members  work  together  to  develop  investment   strategies  and  select
securities for the Fund's portfolio. They are supported by Scudder's large staff
of economists,  research analysts,  traders and other investment specialists who
work in Scudder's offices across the United Stated and abroad.  Scudder believes
its team approach  benefits Fund investors by bringing together many disciplines
and leveraging Scudder's extensive resources.

Lead Portfolio Manager Robert T. Hoffman has had responsibility for setting
the Fund's stock investing strategy and overseeing the Fund's day-to-day
operations since 1991. Mr. Hoffman, who joined Scudder in 1990 as a portfolio
manager, has 11 years of experience in the investment industry, including
several years of pension fund management experience. Kathleen T. Millard,
Portfolio Manager, has been involved in the investment industry since 1983 and
has worked as a portfolio manager since 1986. Ms. Millard, who joined the team
and Scudder in 1991, focuses on strategy and stock selection. Benjamin W.
Thorndike, Portfolio Manager, is the Fund's chief analyst and strategist for
convertible securities. Mr. Thorndike, who has 16 years of investment
experience, joined Scudder in 1983 as a portfolio manager and the Fund in 1986.

SAIL(TM)--Scudder Automated Information Line

For touchtone access to account  information,  prices and yields,  or to perform
transactions in existing Scudder fund accounts,  shareholders can call Scudder's
Automated  Information Line (SAIL) at 1-800-343-2890.  During periods of extreme
economic or market changes, or other conditions,  it may be difficult for you to
effect telephone transactions in your account. In such an event you should write
to the Fund;  please see "How to contact  Scudder" for the  address.  

Investment flexibility

Scudder offers toll-free  telephone  exchange between funds at current net asset
value.  You can move  your  investments  among  money  market,  income,  growth,
tax-free  and growth and income  funds with a simple  toll-free  call or, if you
prefer, by sending your instructions  through the mail or by fax.  Telephone and
fax  redemptions  and exchanges are subject to  termination  and their terms are
subject to change at any time by the Fund or the transfer  agent. In some cases,
the transfer  agent or Scudder  Investor  Services,  Inc. may impose  additional
conditions on telephone transactions.

                                       17
<PAGE>

Dividend reinvestment plan

You may have dividends and distributions  automatically reinvested in additional
Fund shares. Please call 1-800-225-5163 to request this feature.

Shareholder statements

You  receive a detailed  account  statement  every time you  purchase  or redeem
shares.  All of your  statements  should be  retained  to help you keep track of
account activity and the cost of shares for tax purposes.

Shareholder reports

In addition to account  statements,  you receive  periodic  shareholder  reports
highlighting relevant information,  including investment results and a review of
portfolio changes.

To reduce the volume of mail you  receive,  only one copy of most Fund  reports,
such as the Fund's Annual Report, may be mailed to your household (same surname,
same  address).  Please call  1-800-225-5163  if you wish to receive  additional
shareholder reports.

Newsletters

Four times a year,  Scudder  sends you At the Helm,  an  informative  newsletter
covering economic and investment  developments,  service  enhancements and other
topics of interest to Scudder fund investors.

Scudder Funds Centers

As a convenience to shareholders who like to conduct business in person, Scudder
Investor Services,  Inc. maintains Funds Centers in Boca Raton, Boston, Chicago,
Cincinnati,  Los Angeles,  New York, Portland (OR), San Diego, San Francisco and
Scottsdale.

T.D.D. service for the hearing impaired

Scudder's  full  range of  investor  information  and  shareholder  services  is
available to hearing impaired  investors  through a toll-free T.D.D.  (Telephone
Device  for  the  Deaf)  service.   If  you  have  access  to  a  T.D.D.,   call
1-800-543-7916  for  investment  information or specific  account  questions and
transactions.

                                       18
<PAGE>

  Scudder tax-advantaged retirement plans


Scudder offers a variety of  tax-advantaged  retirement  plans for  individuals,
businesses and non-profit  organizations.  These flexible plans are designed for
use with the Scudder Family of Funds (except Scudder  tax-free funds,  which are
inappropriate  for such plans).  Scudder Funds offer a broad range of investment
objectives and can be used to seek almost any investment  goal.  Using Scudder's
retirement  plans can help  shareholders  save on current  taxes while  building
their retirement savings.

o    Scudder  No-Fee  IRAs.  These  retirement  plans  allow  a  maximum  annual
     contribution  of $2,000  per person for anyone  with  earned  income.  Many
     people  can deduct all or part of their  contributions  from their  taxable
     income,  and all investment  earnings accrue on a tax deferred  basis.  The
     Scudder No-Fee IRA charges no annual custodial fee.

o    401(k)  Plans.   401(k)  plans  allow   employers  and  employees  to  make
     tax-deductible  retirement  contributions.  Scudder  offers a full  service
     program   that   includes    recordkeeping,    prototype   plan,   employee
     communications and trustee services, as well as investment options.

o    Profit  Sharing  and  Money  Purchase  Pension  Plans.  These  plans  allow
     corporations, partnerships and people who are self-employed to make annual,
     tax-deductible  contributions  of up to $30,000 for each person  covered by
     the  plans.  Plans  may be  adopted  individually  or  paired  to  maximize
     contributions. These are sometimes known as Keogh plans.

o    403(b) Plans.  Retirement  plans for  tax-exempt  organizations  and school
     systems to which employers and employees may both contribute.

o    SEP-IRAs.  Easily  administered  retirement  plans for small businesses and
     self-employed  individuals.  The  maximum  annual  contribution  to SEP-IRA
     accounts is adjusted  each year for  inflation.  Scudder  Horizon  Plan.  A
     no-load  variable  annuity that lets you build assets by deferring taxes on
     your investment earnings. You can start with $2,500 or more.

o    Scudder Horizon Plan. A no-load variable annuity that lets you build assets
     by deferring taxes on your investment  earnings.  You can start with $2,500
     or more.

Scudder  Trust Company (an affiliate of the Adviser) is Trustee or Custodian for
some of these  plans and is paid an annual fee for some of the above  retirement
plans. For information about establishing a Scudder No-Fee IRA, SEP-IRA,  Profit
Sharing Plan, Money Purchase Pension Plan or a Scudder Horizon Plan, please call
1-800-225-2470.   For   information   about  401(k)s  or  403(b)s   please  call
1-800-323-6105.  To effect transactions in existing IRA, SEP-IRA, Profit Sharing
or Pension Plan accounts, call 1-800-225-5163.

The variable annuity contract is provided by Charter National Life Insurance 
Company (in New York State, Intramerica Life Insurance Company [S 1802]). 
The contract is offered by Scudder Insurance Agency, Inc. (in New York State, 
Nevada and Montana, Scudder Insurance Agency of New York, Inc.). CNL, Inc. is 
the Principal Underwriter. Scudder Horizon Plan is not available in all states.

                                       19
<PAGE>

  Trustees and Officers


Daniel Pierce*
    President and Trustee

Henry P. Becton, Jr.
    Trustee; President and General Manager, WGBH Educational Foundation

Dudley H. Ladd*
    Trustee

George M. Lovejoy, Jr.
    Trustee; Chairman Emeritus,
    Meredith & Grew, Incorporated

Wesley W. Marple, Jr.
    Trustee; Professor of Business Administration, Northeastern University

Juris Padegs*
    Trustee

Jean C. Tempel
    Trustee; Director, Executive Vice President 
    and Manager, Safeguard Scientifics, Inc.

Bruce F. Beaty*
    Vice President

Jerard K. Hartman*
    Vice President

Robert T. Hoffman*
    Vice President

Thomas W. Joseph*
    Vice President

David S. Lee*
    Vice President

Douglas M. Loudon*
    Vice President

Thomas F. McDonough*
    Vice President, Secretary and
    Assistant Treasurer

Pamela A. McGrath*
    Vice President and Treasurer

Edward J. O'Connell*
    Vice President and Assistant Treasurer

Coleen Downs Dinneen*
    Assistant Secretary

* Scudder, Stevens & Clark, Inc.




                                       20
<PAGE>

Investment products and services
<TABLE>
    <S>                                                             <C>
    The Scudder Family of Funds                                     

    Money market                                                    Income                                 
      Scudder Cash Investment Trust                                   Scudder Emerging Markets Income Fund 
      Scudder U.S. Treasury Money Fund                                Scudder GNMA Fund                    
    Tax free money market+                                            Scudder Income Fund                  
      Scudder Tax Free Money Fund                                     Scudder International Bond Fund      
      Scudder California Tax Free Money Fund*                         Scudder Short Term Bond Fund         
      Scudder New York Tax Free Money Fund*                           Scudder Short Term Global Income Fund
    Tax free+                                                         Scudder Zero Coupon 2000 Fund        
      Scudder California Tax Free Fund*                             Growth                                 
      Scudder High Yield Tax Free Fund                                Scudder Capital Growth Fund          
      Scudder Limited Term Tax Free Fund                              Scudder Development Fund             
      Scudder Managed Municipal Bonds                                 Scudder Global Fund                  
      Scudder Massachusetts Limited Term Tax Free Fund*               Scudder Global Small Company Fund    
      Scudder Massachusetts Tax Free Fund*                            Scudder Gold Fund                    
      Scudder Medium Term Tax Free Fund                               Scudder Greater Europe Growth Fund   
      Scudder New York Tax Free Fund*                                 Scudder International Fund           
      Scudder Ohio Tax Free Fund*                                     Scudder Latin America Fund           
      Scudder Pennsylvania Tax Free Fund*                             Scudder Pacific Opportunities Fund   
    Growth and Income                                                 Scudder Quality Growth Fund          
      Scudder Balanced Fund                                           Scudder Value Fund                   
      Scudder Growth and Income Fund                                  The Japan Fund                       
 ------------------------------------------------------------------------------------------------------------------------
    Retirement Plans and Tax-Advantaged Investments
      IRAs                                                            403(b) Plans
      Keogh Plans                                                     SEP-IRAs
      Scudder Horizon Plan+++ (a variable annuity)                     Profit Sharing and
      401(k) Plans                                                             Money Purchase Pension Plans
 ------------------------------------------------------------------------------------------------------------------------
    Closed-end Funds#
      The Argentina Fund, Inc.                                        Scudder New Europe Fund, Inc.
      The Brazil Fund, Inc.                                           Scudder World Income Opportunities Fund, Inc.
      The First Iberian Fund, Inc.
      The Korea Fund, Inc.                                          Institutional Cash Management
      The Latin America Dollar Income Fund, Inc.                      Scudder Institutional Fund, Inc.
      Montgomery Street Income Securities, Inc.                       Scudder Fund, Inc.
      Scudder New Asia Fund, Inc.                                     Scudder Treasurers Trust(TM)++
 ------------------------------------------------------------------------------------------------------------------------
For complete information on any of the above Scudder funds, including management fees and expenses, call or write
for a free prospectus. Read it carefully before you invest or send money. +A portion of the income from the tax-free
funds may be subject to federal, state and local taxes. *Not available in all states. +++A no-load variable annuity
contract provided by Charter National Life Insurance Company and its affiliate, offered by Scudder's insurance agencies,
1-800-225-2470. #These funds, advised by Scudder, Stevens & Clark, Inc., are traded on various stock exchanges. ++For
information on Scudder Treasurers Trust(TM), an institutional cash management service that utilizes certain portfolios
of Scudder Fund, Inc. ($100,000 minimum), call: 1-800-541-7703.
</TABLE>



                                       21
<PAGE>

  How to contact Scudder

<TABLE>
<CAPTION>
<S>                                <C>                           <C>                      <C>    

 Account Service and Information:                            Please address all correspondence to:

 For existing account service    Scudder Investor Relations                 The Scudder Funds
 and transactions                1-800-225-5163                             P.O. Box 2291
                                                                            Boston, Massachusetts
                                                                            02107-2291

 For account updates, prices,    Scudder Automated
 yields, exchanges and           Information Line (SAIL)
 redemptions                     1-800-343-2890

 Investment Information:                                     Or Stop by a Scudder Funds Center:

 To receive information about    Scudder Investor Relations  Many shareholders enjoy the personal,  one-on-one  
 the Scudder funds, for          1-800-225-2470              service of the Scudder Funds Centers.  Check for a 
 additional applications and                                 Funds Center near you--they can be found in the
 prospectuses, or for                                        following cities:
 investment questions                                                                                                     

 For establishing 401(k) and     Scudder Defined             Boca Raton        New York 
 403(b) plans                    Contribution Services       Boston            Portland, OR
                                 1-800-323-6105              Chicago           San Diego
                                                             Cincinnati        San Francisco
                                                             Los Angeles       Scottsdale

 For information on Scudder Treasurers Trust(TM),  an         For information on Scudder Institutional  Funds*,
 institutional cash management service for corporations,      funds designed to meet the broad investment  management
 non-profit   organizations  and  trusts  which  utilizes     and service needs of banks and other institutions,
 certain  portfolios  of Scudder  Fund,  Inc.*  ($100,000     call: 1-800-854-8525. 
 minimum), call: 1-800-541-7703.                             
                                                             

Scudder Investor Relations and Scudder Funds Centers are services provided
through Scudder Investor Services, Inc., Distributor.

* Contact Scudder Investor Services, Inc., Distributor, to receive a prospectus with more complete
  information, including management fees and expenses. Please read it carefully before you invest or send money.
</TABLE>


                                       22


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