SCUDDER INVESTMENT TRUST
497, 1996-08-30
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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, 1996, 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, 1996
   
 As Revised
 August 13, 1996
    


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.
<TABLE>
<CAPTION>
<S> <C>                                                                                                      <C>
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, 1995.

    Investment management fee                                                                                0.51%**
    12b-1 fees                                                                                               NONE
    Other expenses                                                                                           0.28%
                                                                                                             -----
    Total Fund operating expenses                                                                            0.79%**
                                                                                                             =====

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

               $8                            $25                          $44                          $98
</TABLE>

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 have been  adjusted  to reflect  the fees which  would have been
    payable for the fiscal  year ended  December  31, 1995 under the  Investment
    Management Agreement dated August 13, 1996.
    

                                       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, 1995 and may be obtained without charge
by writing or calling Scudder Investor Services, Inc.

<TABLE>
<CAPTION>
                                                                        YEARS ENDED DECEMBER 31,
                                            ------------------------------------------------------------------------------
                                             1995    1994   1993(b)  1992    1991    1990    1989    1988    1987    1986
                                            ------------------------------------------------------------------------------
                                            <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
Net asset value, beginning                          
  of period ..............................  $16.26  $17.24  $16.20  $15.76  $12.77  $14.14  $13.18  $12.31  $15.02  $15.35
                                            ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
Income from investment
  operations:
  Net investment income ..................     .55     .49     .49     .57     .57     .65     .67     .60     .68     .67
  Net realized and
    unrealized gain (loss) on
    investment transactions ..............    4.46    (.05)   2.01     .90    2.97   (1.01)   2.75     .86    (.07)   1.96
                                            ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
Total from investment
  operations .............................    5.01     .44    2.50    1.47    3.54    (.36)   3.42    1.46     .61    2.63
                                            ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
Less distributions from:
  Net investment income ..................    (.56)   (.51)   (.45)   (.53)   (.55)   (.67)   (.69)   (.59)   (.68)   (.68)
  Net realized gains on
    investment transactions ..............    (.48)   (.91)  (1.01)   (.50)     --    (.34)  (1.77)     --   (2.64)  (2.28)
                                            ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
Total distributions ......................   (1.04)  (1.42)  (1.46)  (1.03)   (.55)  (1.01)  (2.46)   (.59)  (3.32)  (2.96)
                                            ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
  Net asset value, end of period .........  $20.23  $16.26  $17.24  $16.20  $15.76  $12.77  $14.14  $13.18  $12.31  $15.02
                                            ======  ======  ======  ======  ======  ======  ======  ======  ======  ======
TOTAL RETURN (%)..........................   31.18    2.60   15.59    9.57   28.16   (2.33)  26.36   12.01    3.50   18.27

RATIOS AND 
SUPPLEMENTAL DATA
Net assets, end of period
  ($ millions) ...........................   3,061   1,992   1,624   1,166     723     491     490     402     392     385
Ratio of operating expenses to                                                        
  average net assets (%) (a) .............     .80     .86     .86     .94     .97     .95     .87     .92     .89     .83
Ratio of net investment income
  to average net assets (%) ..............    3.10    2.98    2.93    3.60    4.03    5.03    4.47    4.63    4.24    4.19
Portfolio turnover rate (%) ..............    26.9    42.3    35.5    27.5    44.7    64.7    76.6    47.6    59.5    45.3

<FN>
(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.

</FN>
</TABLE>


                                       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 $100 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                      21
Investment products and services            22
How to contact Scudder                      23



                                       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 and in repurchase agreements. It may also loan securities 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 potential 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>
<TABLE>
<CAPTION>

 Investment results

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.

     <S>                 <C>            <C>               <C>              <C>                 <C>                <C>
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------

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

       1985            $15.35                                                                  211
       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
       1995             20.23           0.56            0.48            + 27.42                616           + 34.20
- --------------------------------------------------------------------------------------------------------------------------

      Growth of a $10,000 investment

                                                                                       Standard & Poor's
                       Scudder Growth and Income Fund                                  500 Stock Index
                       ----------------------------------------------            -----------------------------

                                                   Total Return                                     Total Return
                                                   ------------                                     ------------
     Periods Ended       Value of Initial                     Average     Value of Initial                    Average
   December 31, 1995    $10,000 Investment   Cumulative       Annual     $10,000 Investment     Cumulative     Annual
   -----------------    ------------------   ----------       ------     ------------------     ----------     ------
   One Year                   $13,118        + 31.18%        + 31.18%         $13,758         +  37.58%      + 37.58%
   Five Years                  21,845        + 118.45        +  16.91          21,544         +  115.44      +  16.58
   Ten Years                   36,974        + 269.74        +  13.97          40,036         +  300.36      +  14.87

</TABLE>
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."


                                       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 total assets,  in the  aggregate,  in  securities  which are not
readily marketable,  restricted securities and repurchase agreements maturing in
more than seven days.

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
strategies are generally  accepted as a part of modern portfolio  management and
are regularly utilized by many



                                       7
<PAGE>

 Additional information about policies and investments (cont'd)

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.

Illiquid  investments.  The absence of a trading market can make it difficult to
ascertain  a market  value  for  illiquid  investments.  Disposing  of  illiquid
investments may involve  time-consuming  negotiation and legal expenses,  and it
may be  difficult  or  impossible  for  the  Fund to sell  them  promptly  at an
acceptable price.

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 incurring substantial losses, if at all. Although the use of
futures contracts and options


                                       9
<PAGE>

 Additional information about policies and investments (cont'd)

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.  All  types  of  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.

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.  As of
August 13,  1996,  the Fund pays the Adviser an annual fee of 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,  0.45% of such assets in excess of $2 billion and 0.425%
of such assets in excess of $3 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.

Prior to August 13, 1996 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,  0.475% of such  assets in  excess  of $1.5  billion  and 0.45% of such
assets in excess of $2 billion.
    

For the fiscal year ended December 31, 1995, the Adviser  received an investment
management  fee of 0.52% 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
subsidiary  of  the  Adviser,  is  the  transfer,   shareholder   servicing  and
dividend-paying agent for the Fund.

Underwriter

Scudder  Investor  Services,  Inc., a 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.



                                       11
<PAGE>
<TABLE>
<CAPTION>
 Purchases

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

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

                                                 The Scudder Funds                        Scudder Shareholder Service
                                                 P.O. Box 2291                            Center
                                                 Boston, MA                               42 Longwater Drive
                                                 02107-2291                               Norwell, MA
                                                                                          02061-1612

                     o By  Wire              Please  see   Transaction information--Purchasing shares-- 
                                             By wire 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 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          Please see Transaction information--Purchasing shares-- 
                                             By AutoBuy or By  telephone  order for more details.

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

</TABLE>


                                       12
<PAGE>
<TABLE>
<CAPTION>

 Exchanges and redemptions

<S>                 <C>                 <C>                           <C>                           <C>   
Exchanging         Minimum investments: $1,000 to establish a new account;
shares                                  $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;
                                        -   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             Scudder Shareholder             1-800-821-6234
                                      P.O. Box 2291                 Service Center
                                      Boston, MA 02107-2291         42 Longwater Drive
                                                                    Norwell, MA
                                                                    02061-1612
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------

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;  
                                        - 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.

                   o By  Automatic    You may  arrange to receive  automatic  cash payments periodically.  
                     Withdrawal       Call 1-800-225-5163 for more information and an enrollment form.
                     Plan 
</TABLE>


                                       13
<PAGE>

 Fund organization (cont'd)

Custodian

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

Fund accounting agent

Scudder Fund Accounting Corporation, a subsidiary of the Adviser, is responsible
for  determining the daily net asset value per share and maintaining the general
accounting records of the Fund.

 Transaction information

Purchasing shares

Purchases  are executed at the next  calculated  net asset value per share after
the Fund's transfer agent 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.  If
you purchase shares by federal funds wire, you may avoid this delay.  Redemption
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.  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:

 o  the name of the fund in which the money is to be invested,

 o  the account number of the fund, and

 o  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.  A confirmation
with complete purchase information is sent shortly after your order is received.
You must  include with your payment the order number given at the time the order
is placed.  If payment by check or wire is not received  within  three  business
days,  the  order  is  subject  to  cancellation  and  the  shareholder  will be
responsible for any loss to the Fund resulting from this cancellation. Telephone
orders are not  available for shares held in Scudder IRA accounts and most other
Scudder retirement plan accounts.

By "AutoBuy." If you elected "AutoBuy" for your account,  you can call toll-free
to  purchase  shares.  The money  will be  automatically  transferred  from your
predesignated bank checking account. Your bank must be a member of the Automated
Clearing House for you to use this service. 


                                       14
<PAGE>

If you did not elect "AutoBuy," call 1-800-225-5163 for more information.

To purchase  additional shares,  call  1-800-225-5163.  Purchases must be for at
least $250 but not more than  $250,000.  Proceeds in the amount of your purchase
will be  transferred  from your bank checking  account in two or three  business
days following your call. For requests  received by the close of regular trading
on the  Exchange,  shares  will be  purchased  at the net asset  value per share
calculated at the close of trading on the day of your call.  "AutoBuy"  requests
received  after the close of regular  trading on the  Exchange  will begin their
processing  and be purchased  at the net asset value  calculated  the  following
business day.

If you  purchase  shares by  "AutoBuy"  and redeem them within seven days of the
purchase,  the Fund may hold the redemption proceeds for a period of up to seven
business days. If you purchase shares and there are  insufficient  funds in your
bank  account,  the  purchase  will be  canceled  and you will be subject to any
losses or fees  incurred  in the  transaction.  "AutoBuy"  transactions  are not
available for Scudder IRA accounts and most other 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,  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 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.

By  "AutoSell."  If you  elected  "AutoSell"  for  your  account,  you can  call
toll-free to redeem shares. The money will be automatically  transferred to your
predesignated bank checking account. Your bank must be a member of the Automated
Clearing  House for you to use this  service.  If you did not elect  "AutoSell,"
call 1-800-225-5163 for more information.

To redeem shares,  call  1-800-225-5163.  Redemptions must be for at least $250.
Proceeds  in the  amount of your  redemption  will be  transferred  to your bank
checking account in two or three business days following your call. For requests
received  by the  close of  regular  trading  on the  Exchange,  shares  will be
redeemed at the net asset value per share  calculated at the close of trading on
the day of your call.  "AutoSell"  requests  received after the close of regular
trading



                                       15
<PAGE>

 Transaction information (cont'd)

on the  Exchange  will begin their  processing  and be redeemed at the net asset
value calculated the following business day.

"AutoSell"  transactions  are not  available  for Scudder IRA  accounts and most
other retirement plan accounts.

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  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.

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  must be  received in good order by the
Fund's transfer agent.  Those requests  received by the close of regular trading
on the Exchange are executed at the net asset value per share  calculated at the
close of 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  business 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.



                                       16
<PAGE>

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.

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



                                       17
<PAGE>

 Shareholder benefits (cont'd)

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
12 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 17 years of investment experience, joined Scudder in 1983
as a portfolio manager and the Fund in 1986. Lori Ensinger,  Portfolio  Manager,
joined the Fund in 1996 and focuses on stock selection and investment  strategy.
Ms.  Ensinger has worked in the  investment  industry  since 1983 and at Scudder
since 1993. G. Todd Silva, Portfolio Manager, has focused on stock selection and
investment  strategy  since  joining  the Fund in 1996.  Mr.  Silva,  who joined
Scudder in 1993, has over six years of investment experience.

SAIL(TM)--Scudder Automated Information Line

For personalized account information  including fund prices,  yields and account
balances,  to perform  transactions  in existing  Scudder fund  accounts,  or to
obtain  information  on  any  Scudder  fund,  shareholders  can  call  Scudder's
Automated  Information  Line (SAIL) at  1-800-343-2890,  24 hours a day.  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.

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.



                                       18
<PAGE>

Newsletters

Four times a year,  Scudder sends you  Perspectives,  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.




                                       19
<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.

     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.




                                       20
<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; President and Director,
    Fifty Associates

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

Juris Padegs*
    Trustee

Jean C. Tempel
    Trustee; General Partner,
    TL Ventures

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

Valerie F. Malter*
    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.



                                       21
<PAGE>
<TABLE>
<CAPTION>

 Investment products and services
   <S>                                                              <C>    
   The Scudder Family of Funds                                      Income
   Money market                                                       Scudder Emerging Markets Income Fund
     Scudder Cash Investment Trust                                    Scudder Global Bond 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 Zero Coupon 2000 Fund
   Tax free+                                                        Growth
     Scudder California Tax Free Fund*                                Scudder Capital Growth Fund
     Scudder High Yield Tax Free Fund                                 Scudder Development Fund
     Scudder Limited Term Tax Free Fund                               Scudder Global Discovery Fund
     Scudder Managed Municipal Bonds                                  Scudder Global Fund
     Scudder Massachusetts Limited Term Tax Free Fund*                Scudder Gold Fund
     Scudder Massachusetts Tax Free Fund*                             Scudder Greater Europe Growth Fund
     Scudder Medium Term Tax Free Fund                                Scudder International Fund
     Scudder New York Tax Free Fund*                                  Scudder Latin America Fund
     Scudder Ohio Tax Free Fund*                                      Scudder Pacific Opportunities Fund
     Scudder Pennsylvania Tax Free Fund*                              Scudder Quality Growth Fund
   Growth and Income                                                  Scudder Small Company Value 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)++
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

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.


                                       22
<PAGE>
<TABLE>
<CAPTION>
 How to contact Scudder
<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 personalized information     Scudder  Automated  
about your Scudder               Information Line 
accounts;                        (SAIL)
exchanges and redemptions; or    1-800-343-2890
information on any                
Scudder fund


Investment Information:                                      Or Stop by a Scudder Funds Center:

To receive information about     Scudder Investor            Many  shareholders   enjoy  the  personal,   one-on-one
the Scudder funds, for           Relations                   service  of the  Scudder  Funds  Centers.  Check  for a
additional applications and      1-800-225-2470              Funds  Center  near   you--they  can  be  found  in  the
prospectuses, or for investment                              following cities:
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),            For information on Scudder Institutional  Funds*,  funds 
an institutional cash management service for                 designed to  meet  the  broad   investment   management  and   
corporations,   non-profit organizations and trusts          service needs of banks and other institutions, call:
which  utilizes  certain  portfolios  of Scudder Fund,       1-800-854-8525.
Inc.* ($100,000 minimum), call: 1-800-541-7703.
</TABLE>

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.



                                       23
<PAGE>


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