SCUDDER INVESTMENT TRUST, 485BPOS, 1997-03-27

SCUDDER INVESTMENT TRUST
485BPOS, 1997-03-27

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Filed electronically with the Securities and Exchange Commission on March 27,
1997.
File No. 2-13628
File No. 811-43

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.
Post-Effective Amendment No. 80
------

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 32
------

Scudder Investment Trust
------------------------
(Exact Name of Registrant as Specified in Charter)

Two International Place, Boston, MA 02110
-----------------------------------------
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (617) 295-2567
---------------
Thomas F. McDonough
Scudder, Stevens & Clark, Inc.
Two International Place, Boston, MA 02110
-----------------------------------------
(Name and Address of Agent for Service)

It is proposed that this filing will become effective

immediately upon filing pursuant to paragraph (b)
------

X on March 27, 1997 pursuant to paragraph (b)
------

60 days after filing pursuant to paragraph (a)(i)
------

on _______________ pursuant to paragraph (a)(i
------

75 days after filing pursuant to paragraph (a)(ii)
------

on _______________ pursuant to paragraph (a)(ii) of Rule 485.
------

The Registrant has filed a declaration registering an indefinite amount of
securities pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended. The Registrant filed the notice required by Rule 24f-2 for its most
recent fiscal year on February 7, 1997.

<PAGE>

SCUDDER INVESTMENT TRUST
SCUDDER GROWTH AND INCOME FUND
CROSS-REFERENCE SHEET

Items Required By Form N-1A
---------------------------
<TABLE>
<CAPTION>

PART A
- ------
Item No. Item Caption Prospectus Caption
-------- ------------ ------------------
<S> <C> <C>

1. Cover Page COVER PAGE

2. Synopsis EXPENSE INFORMATION

3. Condensed Financial FINANCIAL HIGHLIGHTS
Information

4. General Description of INVESTMENT OBJECTIVE AND POLICIES
Registrant WHY INVEST IN THE FUND?
ADDITIONAL INFORMATION ABOUT POLICIES AND INVESTMENTS
FUND ORGANIZATION

5. Management of the Fund A MESSAGE FROM SCUDDER'S CHAIRMAN
FUND ORGANIZATION--Investment adviser and Transfer agent
TRUSTEES AND OFFICERS
SHAREHOLDER BENEFITS--A team approach to investing

5A. Management Discussion of NOT APPLICABLE
Fund Performance

6. Capital Stock and Other DISTRIBUTION AND PERFORMANCE INFORMATION--Dividends and capital
Securities gains distributions
FUND ORGANIZATION
TRANSACTION INFORMATION--Tax Information
SHAREHOLDER BENEFITS--SAIL(TM)--Scudder Automated Information Line,
Dividend reinvestment plan, T.D.D. service for the
hearing impaired
HOW TO CONTACT SCUDDER

7. Purchase of Securities PURCHASES
Being Offered FUND ORGANIZATION--Underwriter
TRANSACTION
INFORMATION--Purchasing shares, Share
price, Processing time, Minimum balances, Third
party transactions
SHAREHOLDER BENEFITS--Dividend reinvestment plan
SCUDDER TAX-ADVANTAGED RETIREMENT PLANS

8. Redemption or Repurchase EXCHANGES AND REDEMPTIONS
TRANSACTION INFORMATION--Redeeming shares, Tax identification
number, Minimum balances

9. Pending Legal Proceedings NOT APPLICABLE

Cross Reference-Page 1
<PAGE>

SCUDDER GROWTH AND INCOME FUND
CROSS-REFERENCE SHEET
(continued)
PART B
- ------

Caption in Statement of
Item No. Item Caption Additional Information
-------- ------------ ----------------------

10. Cover Page COVER PAGE

11. Table of Contents TABLE OF CONTENTS

12. General Information and History FUND ORGANIZATION

13. Investment Objectives and THE FUND'S INVESTMENT OBJECTIVE AND POLICIES
Policies PORTFOLIO TRANSACTIONS--Portfolio turnover

14. Management of the Fund INVESTMENT ADVISER
TRUSTEES AND OFFICERS
REMUNERATION

15. Control Persons and Principal TRUSTEES AND OFFICERS
Holders of Securities

16. Investment Advisory and Other INVESTMENT ADVISER
Services DISTRIBUTOR
ADDITIONAL INFORMATION--Experts and Other Information

17. Brokerage Allocation and Other PORTFOLIO TRANSACTIONS--Brokerage, Portfolio Turnover
Practices

18. Capital Stock and Other FUND ORGANIZATION
Securities DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

19. Purchase, Redemption and PURCHASES
Pricing of Securities Being EXCHANGES AND REDEMPTIONS
Offered FEATURES AND SERVICES OFFERED BY THE FUND--Dividend and Capital
Gain Distribution Options
SPECIAL PLAN ACCOUNTS
NET ASSET VALUE

20. Tax Status DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS
TAXES

21. Underwriters DISTRIBUTOR

22. Calculation of Performance Data PERFORMANCE INFORMATION

23. Financial Statements FINANCIAL STATEMENTS

Cross Reference-Page 2
<PAGE>

SCUDDER INVESTMENT TRUST
SCUDDER LARGE COMPANY GROWTH FUND
CROSS-REFERENCE SHEET

Items Required By Form N-1A
---------------------------
PART A
- ------
Item No. Item Caption Prospectus Caption
-------- ------------ ------------------

1. Cover Page COVER PAGE

2. Synopsis EXPENSE INFORMATION

3. Condensed Financial FINANCIAL HIGHLIGHTS
Information DISTRIBUTION AND FINANCIAL INFORMATION

4. General Description of INVESTMENT OBJECTIVE AND POLICIES
Registrant WHY INVEST IN THE FUND?
ADDITIONAL INFORMATION ABOUT POLICIES AND INVESTMENTS
FUND ORGANIZATION

5. Management of the Fund FINANCIAL HIGHLIGHTS
A MESSAGE FROM SCUDDER'S CHAIRMAN
FUND ORGANIZATION--Investment adviser and Transfer agent
TRUSTEES AND OFFICERS

5A. Management Discussion of SHAREHOLDER BENEFITS--A team approach to investing
Fund Performance

6. Capital Stock and Other DISTRIBUTION AND PERFORMANCE INFORMATION-- Dividends and capital
Securities gains distributions
FUND ORGANIZATION
TRANSACTION INFORMATION--Tax information
SHAREHOLDER BENEFITS--SAIL(TM)--Scudder Automated Information Line,
Dividend reinvestment plan, T.D.D. service for the
hearing impaired
HOW TO CONTACT SCUDDER

8. Redemption or Repurchase EXCHANGES AND REDEMPTIONS
TRANSACTION INFORMATION--Redeeming shares, Tax identification
number and Minimum balances

9. Pending Legal Proceedings NOT APPLICABLE

Cross Reference-Page 3
<PAGE>

SCUDDER LARGE COMPANY GROWTH FUND
CROSS-REFERENCE SHEET
(continued)

PART B
- ------
Caption in Statement of
Item No. Item Caption Additional Information
-------- ------------ ----------------------

10. Cover Page COVER PAGE

11. Table of Contents TABLE OF CONTENTS

12. General Information and History FUND ORGANIZATION

13. Investment Objectives and THE FUND'S INVESTMENT OBJECTIVE AND POLICIES
Policies PORTFOLIO TRANSACTIONS--Portfolio turnover

14. Management of the Fund INVESTMENT ADVISER
TRUSTEES AND OFFICERS
REMUNERATION

15. Control Persons and Principal TRUSTEES AND OFFICERS
Holders of Securities

16. Investment Advisory and Other INVESTMENT ADVISER
Services DISTRIBUTOR
ADDITIONAL INFORMATION--Experts and Other Information

17. Brokerage Allocation and Other PORTFOLIO TRANSACTIONS--Brokerage commissions
Practices

18. Capital Stock and Other FUND ORGANIZATION
Securities DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

19. Purchase, Redemption and PURCHASES
Pricing of Securities Being EXCHANGES AND REDEMPTIONS
Offered FEATURES AND SERVICES OFFERED BY THE FUND-- Dividend and Capital
Gain Distribution Options
SPECIAL PLAN ACCOUNTS
NET ASSET VALUE

20. Tax Status DIVIDENDS
TAXES

21. Underwriters DISTRIBUTOR

22. Calculation of Performance Data PERFORMANCE INFORMATION

23. Financial Statements FINANCIAL STATEMENTS

Cross Reference-Page 4
<PAGE>

SCUDDER INVESTMENT TRUST
SCUDDER CLASSIC GROWTH FUND
CROSS-REFERENCE SHEET

Items Required By Form N-1A
---------------------------
PART A
- ------
Item No. Item Caption Prospectus Caption
-------- ------------ ------------------

1. Cover Page COVER PAGE

2. Synopsis EXPENSE INFORMATION

3. Condensed Financial FINANCIAL HIGHLIGHTS
Information

4. General Description of INVESTMENT OBJECTIVES AND POLICIES
Registrant WHY INVEST IN THE FUND?
ADDITIONAL INFORMATION ABOUT POLICIES AND INVESTMENTS
FUND ORGANIZATION

5. Management of the Fund A MESSAGE FROM SCUDDER'S CHAIRMAN
FUND ORGANIZATION--Investment adviser and Transfer agent
TRUSTEES AND OFFICERS
SHAREHOLDER BENEFITS--A team approach to investing

5A. Management Discussion of NOT APPLICABLE
Fund Performance

6. Capital Stock and Other DISTRIBUTION AND PERFORMANCE INFORMATION-- Dividends and capital
Securities gains distributions
FUND ORGANIZATION
TRANSACTION INFORMATION--Tax information
SHAREHOLDER BENEFITS--SAIL(TM)--Scudder Automated Information Line,
Dividend reinvestment plan, T.D.D. service for the
hearing impaired
HOW TO CONTACT SCUDDER

7. Purchase of Securities PURCHASES
Being Offered FUND ORGANIZATION--Underwriter
TRANSACTION
INFORMATION--Purchasing shares, Share
price, Processing time, Minimum
balances, Third party transactions
SHAREHOLDER BENEFITS--Dividend reinvestment plan
SCUDDER TAX-ADVANTAGED RETIREMENT PLANS

8. Redemption or Repurchase EXCHANGES AND REDEMPTIONS
TRANSACTION INFORMATION--Redeeming shares, Tax identification
number, Minimum balances

9. Pending Legal Proceedings NOT APPLICABLE

Cross Reference-Page 5
<PAGE>

SCUDDER CLASSIC GROWTH FUND
CROSS-REFERENCE SHEET
(continued)

PART B
- ------
Caption in Statement of
Item No. Item Caption Additional Information
-------- ------------ ----------------------

10. Cover Page COVER PAGE

11. Table of Contents TABLE OF CONTENTS

12. General Information and History FUND ORGANIZATION

13. Investment Objectives and THE FUND'S INVESTMENT OBJECTIVE AND POLICIES
Policies PORTFOLIO TRANSACTIONS--Portfolio turnover

14. Management of the Fund INVESTMENT ADVISER
TRUSTEES AND OFFICERS
REMUNERATION

15. Control Persons and Principal TRUSTEES AND OFFICERS
Holders of Securities

16. Investment Advisory and Other INVESTMENT ADVISER
Services DISTRIBUTOR
ADDITIONAL INFORMATION--Experts and Other Information

17. Brokerage Allocation and Other PORTFOLIO TRANSACTIONS--Brokerage, Portfolio Turnover
Practices

18. Capital Stock and Other FUND ORGANIZATION
Securities DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

19. Purchase, Redemption and PURCHASES
Pricing of Securities Being EXCHANGES AND REDEMPTIONS
Offered FEATURES AND SERVICES OFFERED BY THE FUND-- Dividend and Capital
Gain Distribution Options
SPECIAL PLAN ACCOUNTS
NET ASSET VALUE

20. Tax Status DIVIDENDS
TAXES

21. Underwriters DISTRIBUTOR

22. Calculation of Performance Data PERFORMANCE INFORMATION

23. Financial Statements FINANCIAL STATEMENTS
</TABLE>

Cross Reference-Page 6
<PAGE>
Part A (the Prospectus for Scudder Classic Growth Fund)
-------------------------------------------------------

Part A of this Post-Effective Amendment No. 80 to the Registration Statement is
incorporated by reference in its entirety to the Scudder Investment Trust's
current Post-Effective Amendment No. 77 on Form N1-A filed on September 6, 1996
and to its definitive Rule 497(c) filing on September 23, 1996.

<PAGE>

Scudder Classic Growth Fund
Supplement to Prospectus
Dated September 9, 1996

The following table is to be inserted after the section entitled "Expense
information" on page 2.

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

If you would like more detailed information concerning the Fund's
performance, a complete portfolio listing and financial statements are
available in the Fund's Semiannual Report dated February 28, 1997 and may be
obtained without charge by writing or calling Scudder Investor Services, Inc.

For the Period
September 9, 1996
(commencement
of operations) to
February 28, 1997
(Unaudited)
- --------------------------------------------------------------------------------
Net asset value, beginning of period .............................. 12.00
-----------
Income from investment operations:
Net investment income ............................................. .04
Net realized and unrealized gain on investments ................... 2.29
-----------
Total from investment operations .................................. 2.33
-----------
Less distributions from net investment income ..................... (.04)
-----------
Net asset value, end of period .................................... 14.29
- --------------------------------------------------------------------------------
Total Return (%) (b) .............................................. 19.39**
Ratios and Supplemental Data
Net assets, end of period ($ millions) ............................ 21
Ratio of operating expenses, net to average daily net assets (%) .. 1.25*
Ratio of operating expenses before expense reductions, to
average daily net assets (%) .................................... 3.04*
Ratio of net investment income to average daily net assets (%) .... .72*
Portfolio turnover rate (%) ....................................... 31.2*
Average commission rate paid ...................................... .0363

(a) Based on monthly average shares outstanding during the period.
(b) Total return is higher due to maintenance of the Fund's expenses.
* Annualized
** Not annualized

March 27, 1997

<PAGE>
Part B (the Statement of Additional Information for Scudder Classic Growth Fund)
- --------------------------------------------------------------------------------

Part B of this Post-Effective Amendment No. 80 to the Registration Statement is
incorporated by reference in its entirety to the Scudder Investment Trust's
current Post-Effective Amendment No. 77 on Form N1-A filed on September 6, 1996
and to its definitive Rule 497(c) filing on September 23, 1996.

<PAGE>
SCUDDER INVESTMENT TRUST

Supplement to the Statement of Additional Information dated
September 9, 1996.

The following text replaces the text under "Financial Statements" on page
48.

FINANCIAL STATEMENTS

The financial statements and notes, including the investment portfolio of
the Fund, together with the Financial Highlights dated February 28, 1997, are
incorporated by reference and attached hereto, and are hereby deemed to be part
of the Statement of Additional Information.

March 27, 1997
<PAGE>

Investment Portfolio as of February 28, 1997 (Unaudited)

Principal Market
Amount ($) Value ($)
- --------------------------------------------------------------------------------
Repurchase Agreements 3.2%
- --------------------------------------------------------------------------------
Repurchase Agreement with State Street Bank
and Trust Company dated 2/28/97 at 5.31%,
to be repurchased at $688,304 on 3/3/97,
collateralized by a $690,000 U.S. Treasury ----------
Bond, 7.125%, 2/15/23 (Cost $688,000) ........... 688,000 688,000
----------

Shares
- --------------------------------------------------------------------------------
Common Stocks 96.8%
- --------------------------------------------------------------------------------
Consumer Discretionary 7.5%
Department & Chain Stores 5.3%
Costco Companies, Inc. .......................... 8,800 225,500
Gap Inc. ........................................ 7,500 247,500
Home Depot, Inc. ................................ 7,800 425,100
Walgreen Co. .................................... 5,400 230,850
----------
1,128,950
----------
Hotels & Casinos 1.0%
Mirage Resorts Inc.* ............................ 9,000 223,875
----------
Specialty Retail 1.2%
Tiffany & Co. ................................... 7,200 250,200
----------
Consumer Staples 5.8%
Alcohol & Tobacco 1.7%
Anheuser-Busch Companies, Inc. .................. 8,300 369,350
----------
Food & Beverage 1.1%
Sara Lee Corp. .................................. 5,900 228,625
----------
Package Goods/Cosmetics 3.0%
Clorox Co. ...................................... 2,600 310,700
Procter & Gamble Co. ............................ 2,700 324,338
----------
635,038
----------
Health 13.2%
Hospital Management 2.3%
Columbia/HCA Healthcare Corp. ................... 11,400 478,800
----------
Medical Supply & Specialty 2.4%
Becton, Dickinson & Co. ......................... 7,000 344,750
STERIS Corp.* ................................... 6,500 164,125
----------
508,875
----------
Pharmaceuticals 8.5%
American Home Products Corp. .................... 3,100 198,400
Johnson & Johnson ............................... 3,900 224,738
Merck & Co., Inc. ............................... 2,300 211,600

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

7 -- SCUDDER CLASSIC GROWTH FUND

<PAGE>

Market
Shares Value ($)
- --------------------------------------------------------------------------------
Novartis AG (ADR) ............................... 4,200 239,663
Novartis AG (ADR) Rights (b)* ................... 210 13,299
Pfizer, Inc. .................................... 3,000 274,875
Schering-Plough Corp. ........................... 2,400 183,900
Warner-Lambert Co. .............................. 5,400 453,600
----------
1,800,075
----------
Financial 17.9%
Banks 4.7%
Citicorp ........................................ 5,000 583,750
J.P. Morgan & Co., Inc. ......................... 1,900 199,738
Norwest Corp. ................................... 4,400 218,900
----------
1,002,388
----------
Insurance 6.2%
American International Group, Inc. .............. 4,000 484,000
EXEL, Ltd. ...................................... 10,300 454,488
MBIA Inc. ....................................... 3,900 380,738
----------
1,319,226
----------
Consumer Finance 1.1%
Associates First Capital Corp. .................. 5,000 241,250
----------
Other Financial Companies 5.9%
American Express Credit Corp. ................... 9,400 614,525
Federal National Mortgage Association ........... 9,500 380,000
Travelers Group, Inc. ........................... 4,900 262,763
----------
1,257,288
----------
Media 1.1%
Advertising
Omnicom Group, Inc. ............................. 4,800 238,200
----------
Service Industries 5.1%
Investment 3.4%
Franklin Resources Inc. ......................... 8,000 468,000
Merrill Lynch & Co., Inc. ....................... 2,700 259,200
----------
727,200
----------
Miscellaneous Commercial Services 1.7%
Manpower, Inc. .................................. 7,000 264,250
Sabre Group Holdings Inc. ....................... 3,500 98,875
----------
363,125
----------

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

8 -- SCUDDER CLASSIC GROWTH FUND

<PAGE>

Market
Shares Value ($)
- --------------------------------------------------------------------------------
Durables 5.4%
Aerospace 4.7%
Lockheed Martin Corp. ........................... 3,429 303,467
Rockwell International Corp. (New) .............. 4,700 304,325
United Technologies Corp. ....................... 5,100 383,775
----------
991,567
----------
Telecommunications Equipment 0.7%
Ascend Communications, Inc. ..................... 3,000 156,750
----------
Manufacturing 11.5%
Chemicals 3.6%
E.I. du Pont de Nemours & Co. ................... 2,900 311,025
Praxair Inc. .................................... 4,700 228,538
Sigma-Aldrich Corp. ............................. 7,000 214,375
----------
753,938
----------
Diversified Manufacturing 3.5%
General Electric Co. ............................ 2,000 205,750
TRW Inc. ........................................ 5,400 282,825
Textron, Inc. ................................... 2,600 256,425
----------
745,000
----------
Electrical Products 1.8%
ABB AB (ADR) .................................... 1,700 189,975
Emerson Electric Co. ............................ 1,900 188,100
----------
378,075
----------
Machinery/Components/Controls 2.6%
Ingersoll-Rand Co. .............................. 4,700 223,250
Parker-Hannifin Group ........................... 7,400 323,750
----------
547,000
----------
Technology 15.7%
Diverse Electronic Products 2.2%
General Motors Corp. H .......................... 8,000 472,000
----------
Electronic Data Processing 6.8%
Compaq Computer Corp.* .......................... 6,300 499,275
Hewlett-Packard Co. ............................. 5,500 308,000
International Business Machines Corp. ........... 1,800 258,750
Sun Microsystems, Inc. .......................... 12,600 389,025
----------
1,455,050
----------
Office/Plant Automation 1.3%
Cabletron Systems Inc.* ......................... 4,400 132,000

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

9 -- SCUDDER CLASSIC GROWTH FUND

<PAGE>

Market
Shares Value ($)
- --------------------------------------------------------------------------------
Cisco Systems, Inc.* ............................ 2,600 144,625
----------
276,625
----------
Semiconductors 5.4%
Applied Materials, Inc.* ........................ 7,700 389,813
Intel Corp. ..................................... 3,650 517,837
KLA Instruments Corp.* .......................... 5,600 233,450
----------
1,141,100
----------
Energy 12.2%
Engineering 1.1%
Fluor Corp. ..................................... 3,700 224,313
----------
Oil Companies 9.4%
Amoco Corp. ..................................... 3,300 278,850
Atlantic Richfield Co. .......................... 2,400 300,000
Exxon Corp. ..................................... 4,000 399,500
Mobil Corp. ..................................... 2,500 306,875
Repsol SA (ADR) ................................. 5,500 209,000
Royal Dutch Petroleum Co. (New York shares) ..... 2,900 501,700
----------
1,995,925
----------
Oil/Gas Transmission 1.7%
Enron Corp. ..................................... 5,300 211,338
Williams Cos., Inc. ............................. 3,400 148,750
----------
360,088
----------
Transportation 1.4%
Airlines 1.0%
AMR Corp.* ...................................... 2,800 220,150
----------
Railroads 0.4%
Canadian Pacific Ltd. ........................... 3,300 81,675

- --------------------------------------------------------------------------------
Total Common Stocks (Cost $18,846,069) 20,571,721
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Total Investment Portfolio--100.0% (Cost $19,534,066) (a) 21,259,721
- --------------------------------------------------------------------------------
* Non-income producing security.

(a) The cost for federal income tax purposes was $19,534,066. At February 28,
1997, net unrealized appreciation for all securities based on tax cost was
$1,725,655. This consisted of aggregate gross unrealized appreciation for
all securities in which there was an excess of market value over tax cost
of $1,968,027 and aggregate gross unrealized depreciation for all
securities in which there was an excess of tax cost over market value of
$242,372.

(b) Securities valued in good faith by the Valuation Committee of the Board of
Directors at fair value amounted to $13,299 (.1% of net assets). Their
values have been estimated by the Board of Directors in the absence of
readily ascertainable market values. However, because of the inherent
uncertainty of valuation, those estimated values may differ significantly
from the values that would have been used had a ready market for the
securities existed, and the difference could be material. These securities
may also have certain restrictions as to resale.

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

10 -- SCUDDER CLASSIC GROWTH FUND

<PAGE>

Financial Statements

Statement of Assets and Liabilities
as of February 28, 1997 (Unaudited)

Assets
- --------------------------------------------------------------------------------
Investments, at market (identified
cost $19,534,066) (Note A) ........................ $ 21,259,721
Cash ................................................ 950
Receivable for Investments sold ..................... 229,945
Receivable for Fund shares sold ..................... 48,702
Dividends and interest receivable ................... 34,954
Foreign taxes recoverable ........................... 342
Due from Adviser (Note C) ........................... 111,789
Deferred organization expenses (Note A) ............. 23,537
---------------
Total assets ........................................ 21,709,940

Liabilities
- --------------------------------------------------------------------------------
Payable for investments purchased ................... 165,333
Payable for Fund shares redeemed .................... 1,076
Accrued management fee .............................. 43,614
Other accrued expenses (Note C) ..................... 99,922
---------------
Total liabilities ................................... 309,945
-------------------------------------------------------------------------
Net assets, at market value $ 21,399,995
-------------------------------------------------------------------------

Net Assets
- --------------------------------------------------------------------------------
Net assets consist of:
Undistributed net investment income ................. 1,576
Unrealized appreciation on investments .............. 1,725,655
Accumulated net realized gain ....................... 128,802
Paid-in capital ..................................... 19,543,962
-------------------------------------------------------------------------
Net assets, at market value $ 21,399,995
-------------------------------------------------------------------------

Net Asset Value
- --------------------------------------------------------------------------------
Net Asset Value, offering and redemption price
(Note A) per share ($21,399,995 /1,497,276
outstanding shares of beneficial interest,
$.01 par value, unlimited number of shares ---------------
authorized) ....................................... $14.29
---------------

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

11 -- SCUDDER CLASSIC GROWTH FUND

<PAGE>

Statement of Operations
for the period September 9, 1996 (commencement
of operations) to February 28, 1997 (Unaudited)

Investment Income
- --------------------------------------------------------------------------------
Income:
Dividends (net of foreign taxes withheld of $596) ..... $ 97,974
Interest .............................................. 24,820
----------------
122,794
Expenses:
Management fee (Note C) ............................... 43,614
Services to shareholders (Note C) ..................... 20,768
Custodian and accounting fees (Note C) ................ 40,442
Trustees' fees and expenses (Note C) .................. 15,306
Auditing .............................................. 9,557
Registration fees ..................................... 28,246
Reports to shareholders ............................... 15,725
Legal ................................................. 8,941
Amortization of organization expense (Note A) ......... 2,464
Other ................................................. 4,687
----------------
Total expenses before reductions ...................... 189,750
Expense reductions (Note C) ........................... (111,789)
----------------
Expenses, net ......................................... 77,961
--------------------------------------------------------------------------
Net investment income 44,833
--------------------------------------------------------------------------

Realized and unrealized gain on investment transactions
- --------------------------------------------------------------------------------
Net realized gain from:
Investments ........................................... 128,802
Net unrealized appreciation during the period on
investments ......................................... 1,725,655
--------------------------------------------------------------------------
Net gain on investment transactions 1,854,457
--------------------------------------------------------------------------

--------------------------------------------------------------------------
Net increase in net assets resulting from operations $ 1,899,290
--------------------------------------------------------------------------

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

12 -- SCUDDER CLASSIC GROWTH FUND

<PAGE>

Statement of Changes in Net Assets

For the Period
September 9, 1996
(commencement of
operations) to
February 28, 1997
Increase (Decrease) in Net Assets (Unaudited)
- --------------------------------------------------------------------------------
Operations:
Net investment income ................................... $ 44,833
Net realized gain on investments ........................ 128,802
Net unrealized appreciation on investment
transactions during the period ........................ 1,725,655
---------------
Net increase in net assets resulting from operations .... 1,899,290
---------------
Distributions to shareholders from net investment income (43,257)
---------------
Fund share transactions:
Proceeds from shares sold ............................... 21,968,039
Net asset value of shares issued to shareholders in
reinvestment of distributions ........................... 42,483

Cost of shares redeemed ................................. (2,467,760)
---------------
Net increase in net assets from Fund share transactions . 19,542,762
---------------
Increase in net assets .................................. 21,398,795
Net assets at beginning of period ....................... 1,200
Net assets at end of period (including undistributed ---------------
net investment income of $1,576) ...................... $21,399,995
---------------
Other information
- --------------------------------------------------------------------------------
Increase (decrease) in Fund shares
Shares outstanding at beginning of period ............... 100
---------------
Shares sold 1,672,201
Shares issued to shareholders in reinvestment of
distributions ......................................... 3,115
Shares redeemed ......................................... (178,140)
---------------
Net increase in Fund shares ............................. 1,497,176
---------------
Shares outstanding at end of period ..................... 1,497,276
---------------

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

13 -- SCUDDER CLASSIC GROWTH FUND

<PAGE>

Financial Highlights

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

(a) Based on monthly average shares outstanding during the period.
(b) Total return is higher due to maintenance of the Fund's expenses.
* Annualized
** Not annualized

14 -- SCUDDER CLASSIC GROWTH FUND

<PAGE>

Notes to Financial Statements (Unaudited)

A. Significant Accounting Policies

Scudder Classic Growth Fund (the "Fund") is a diversified series of Scudder
Securities Trust, a Massachusetts business trust and is registered under the
Investment Company Act of 1940, as amended, as a diversified, open-end
management investment company.

The Fund's financial statements are prepared in accordance with generally
accepted accounting principles which require the use of management estimates.
The policies described below are followed consistently by the Fund in the
preparation of its financial statements.

Security Valuation. Portfolio securities which are traded on U.S. or foreign
stock exchanges are valued at the most recent sale price reported on the
exchange on which the security is traded most extensively. If no sale occurred,
the security is then valued at the calculated mean between the most recent bid
and asked quotations. If there are no such bid and asked quotations, the most
recent bid quotation is used. Securities quoted on the National Association of
Securities Dealers Automatic Quotation ("NASDAQ") System, for which there have
been sales, are valued at the most recent sale price reported on such system. If
there are no such sales, the value is the high or "inside" bid quotation.
Securities which are not quoted on the NASDAQ System but are traded in another
over-the-counter market are valued at the most recent sale price on such market.
If no sale occurred, the security is then valued at the calculated mean between
the most recent bid and asked quotations. If there are no such bid and asked
quotations the most recent bid quotation shall be used. Short-term investments
having a maturity of sixty days or less are valued at amortized cost.

All other securities are valued at their fair value as determined in good faith
by the Valuation Committee of the Board of Trustees.

Repurchase Agreements. The Fund may enter into repurchase agreements with
certain banks and broker/dealers whereby the Fund, through its custodian,
receives delivery of the underlying securities, the amount of which at the time
of purchase and each subsequent business day is required to be maintained at
such a level that the market value, depending on the maturity of the repurchase
agreement, is equal to at least 100.5% of the resale price.

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

Distribution of Income and Gains. Distributions of net investment income, if
any, are made annually. During any particular year net realized gains from
investment transactions, in excess of available capital loss carryforwards,
would be taxable to the Fund if not distributed and, therefore, will be
distributed to shareholders annually. An additional distribution may be made to
the extent necessary to avoid the payment of a four percent federal excise tax.

The timing and characterization of certain income and capital gains
distributions are determined annually in accordance with federal tax regulations
which may differ from generally accepted accounting principles. As a result, net
investment income (loss) and net realized gain (loss) on investment transactions
for a reporting period may differ significantly from distributions during such
period. Accordingly, the Fund may periodically make reclassifications among
certain of its capital accounts without impacting the net asset value of the
Fund.

15 -- SCUDDER CLASSIC GROWTH FUND

<PAGE>

The Fund uses the identified cost method for determining realized gain or loss
on investments for both financial and federal income tax reporting purposes.

Organization Costs. Costs incurred by the Fund in connection with its
organization have been deferred and are being amortized on a straight-line basis
over a five-year period.

Other. Investment security transactions are accounted for on a trade-date basis.
Dividend income and distributions to shareholders are recorded on the
ex-dividend date. Interest income is recorded on the accrual basis.

B. Purchases and Sales of Securities

During the period September 9, 1996 (commencement of operations) to February 28,
1997, purchases and sales of investment securities (excluding short-term
investments) aggregated $20,842,799 and $2,125,524, respectively.

C. Related Parties

Under the Fund's Investment Management Agreement (the "Agreement") with Scudder,
Stevens & Clark, Inc. (the "Adviser"), the Fund pays the Adviser a fee equal to
an annual rate of 0.70% of the Fund's average daily net assets, computed and
accrued daily and payable monthly. As manager of the assets of the Fund, the
Adviser directs the investments of the Fund in accordance with its investment
objective, policies, and restrictions. The Adviser determines the securities,
instruments and other contracts relating to investments to be purchased, sold or
entered into by the Fund. In addition to portfolio management services, the
Adviser provides certain administrative services in accordance with the
Agreement. The Agreement also provides that if the Fund's expenses, exclusive of
taxes, interest, and extraordinary expenses, exceed specified limits, such
excess, up to the amount of the management fee, will be paid by the Adviser. In
addition, the Adviser has agreed not to impose all or a portion of its
management fee until August 31, 1997 in order to maintain the annualized
expenses of the Fund at not more than 1.25% of average daily net assets. For the
period September 9, 1996 (commencement of operations) to February 28, 1997, the
Adviser did not impose any portion of its management fee, which amounted to
$43,614. Further, due to the limitations of the Agreement, the Adviser also
reimbursed the Fund for other non-related party expenses, which amounted to
$30,874. The Adviser's reimbursement payable to the Fund for the period
September 9, 1996 (commencement of operations) to February 28, 1997, amounted to
$111,789.

Scudder Service Corporation ("SSC"), a subsidiary of the Adviser, is the
transfer, dividend paying and shareholder service agent for the Fund. For the
period September 9, 1996 (commencement of operations) to February 28, 1997, SSC
did not impose any portion of its fee, which amounted to $16,953.

Scudder Trust Company ("STC"), a subsidiary of the Adviser, provides
recordkeeping and other services in connection with certain retirement and
employee benefit plans invested in the Fund. For the period September 9, 1996
(commencement of operations) to February 28, 1997, STC did not impose any
portion of its fees, which amounted to $484.

Scudder Fund Accounting Corporation ("SFAC"), a subsidiary of the Adviser, is
responsible for determining the daily net asset value per share and maintaining
the portfolio and general accounting records of the Fund. For the period
September 9, 1996 (commencement of operations) to February 28, 1997, SFAC did
not impose any portion of its fee, which amounted to $19,864.

16 -- SCUDDER CLASSIC GROWTH FUND

<PAGE>

The Fund pays each of its Trustees not affiliated with the Adviser $4,000
annually plus specified amounts for attended board and committee meetings. For
the period September 9, 1996 (commencement of operations) to February 28, 1997,
the Trustees fees and expenses aggregated $15,306, of which $250 is unpaid at
February 28, 1997.

17 -- SCUDDER CLASSIC GROWTH FUND
<PAGE>

SCUDDER INVESTMENT TRUST

PART C. OTHER INFORMATION
<TABLE>
<CAPTION>

Item 24. Financial Statements and Exhibits
- -------- ---------------------------------
<S> <C>

a. Financial Statements

Included in Part A:
-------------------

For Scudder Growth and Income Fund:
Financial highlights for the ten fiscal years ended December 31, 1995
(Incorporated by reference to Post-Effective Amendment No. 75 to the
Registration Statement.)

For Scudder Large Company Growth Fund:
Financial Highlights for the period May 15, 1991 (commencement of
operations) to October 31, 1991 and for the five fiscal years ended
October 31, 1996
(Incorporated by reference to Post-Effective Amendment No. 79 to the
Registration Statement.)

For Scudder Classic Growth Fund:
Financial Highlights for the period September 9, 1996 (commencement of
operations) to February 28, 1997.

Included in the Part B:
-----------------------

For Scudder Growth and Income Fund:
Investment Portfolio as of December 31, 1995
Statement of Assets and Liabilities as of December 31, 1995
Statement of Operations for the year ended December 31, 1995
Statements of Changes in Net Assets for the two fiscal years
ended December 31, 1995
Financial Highlights for the ten fiscal years ended December 31, 1995
Notes to Financial Statements
Report of Independent Accountants
(Incorporated by reference to Post-Effective Amendment No. 75 to the
Registration Statement.)

For Scudder Large Company Growth Fund:
Investment Portfolio as of October 31, 1996
Statement of Assets and Liabilities as of October 31, 1996
Statement of Operations for the fiscal year ended October 31, 1996
Statements of Changes in Net Assets for the three fiscal years
ended October 31, 1996
Financial Highlights for the period May 15, 1991 (commencement of
operations) to October 31, 1991 and for the five fiscal years ended
October 31, 1996
Notes to Financial Statements
Report of Independent Accountants
(Incorporated by reference to Post-Effective Amendment No. 79 to the
Registration Statement.)

For Scudder Classic Growth Fund:
Investment Portfolio as of February 28, 1997
Statement of Assets and Liabilities as of February 28, 1997
<PAGE>

Statement of Operations for the period September 9, 1996 (commencement of
operations) to February 28, 1997
Statement of Changes in Net Assets for the period September 9, 1996
(commencement of operations) to February 28, 1997
Financial Highlights for the period September 9, 1996 (commencement of
operations) to February 28, 1997
Notes to Financial Statements
Report of Independent Accountants

Statements, schedules and historical information other than those listed above have
been omitted since they are either not applicable or are not required.

b. Exhibits:

All references are to the Registrant's Registration Statement on
Form N-1A filed with the Securities and Exchange Commission. File
Nos. 2-13628 and 811-43. ("Registration Statement").

1. (a)(1) Amended and Restated Declaration of Trust dated November 4, 1987 is
incorporated by reference to Post-Effective Amendment No. 78 to the
Registration Statement ("Post-Effective Amendment No. 78").

(a)(2) Amendment to Amended and Restated Declaration of Trust dated
November 14, 1990 is incorporated by reference to Post-Effective
Amendment No. 78 to the Registration Statement ("Post-Effective
Amendment No. 78").

(a)(3) Certificate of Amendment of Declaration of Trust dated February 12,
1991 is incorporated by reference to Post-Effective Amendment No. 78
to the Registration Statement ("Post-Effective Amendment No. 78").

(b)(1) Establishment and Designation of Series of Shares of Beneficial
Interest, $0.01 par value, with respect to Scudder Growth and Income
Fund and Scudder Quality Growth Fund is incorporated by reference to
Post-Effective Amendment No. 78 to the Registration Statement
("Post-Effective Amendment No. 78").

(b)(2) Establishment and Designation of Series of Shares of Beneficial
Interest, $0.01 par value, with respect to Scudder Classic Growth
Fund is incorporated by reference to Post-Effective Amendment No. 76
to the Registration Statement ("Post-Effective Amendment No. 76").

2. (a) By-Laws of the Registrant dated September 20, 1984 are incorporated
by reference to Post-Effective Amendment No. 78 to the Registration
Statement ("Post-Effective Amendment No. 78").

(b) Amendment to By-Laws of the Registrant dated August 13, 1991 is
incorporated by reference to Post-Effective Amendment No. 78 to the
Registration Statement ("Post-Effective Amendment No. 78").

Part C-Page 2
<PAGE>

(c) Amendment to By-Laws of the Registrant dated November 12, 1991 is
incorporated by reference to Post-Effective Amendment No. 78 to the
Registration Statement ("Post-Effective Amendment No. 78").

3. Inapplicable.

4. Specimen certificate representing shares of beneficial interest with
$0.01 par value of Scudder Growth and Income Fund is incorporated by
reference to Post-Effective Amendment No. 59 to the Registration
Statement ("Post-Effective Amendment No. 59").

5. (a) Investment Management Agreement between the Registrant (on behalf of
Scudder Growth and Income Fund) and Scudder, Stevens & Clark, Inc.
("Scudder") dated November 14, 1990 is incorporated by reference to
Post-Effective Amendment No. 78 to the Registration Statement
("Post-Effective Amendment No. 78").

(b) Investment Management Agreement between the Registrant (on behalf of
Scudder Quality Growth Fund) and Scudder dated May 9, 1991 is
incorporated by reference to Post-Effective Amendment No. 78 to the
Registration Statement ("Post-Effective Amendment No. 78").

(c) Investment Management Agreement between the Registrant (on behalf of
Scudder Growth and Income Fund) and Scudder dated August 10, 1993 is
incorporated by reference to Post-Effective Amendment No. 78 to the
Registration Statement ("Post-Effective Amendment No. 78").

(d) Investment Management Agreement between the Registrant (on behalf of
Scudder Growth and Income Fund) and Scudder dated August 8, 1995 is
incorporated by reference to Post-Effective Amendment No. 75 to the
Registration Statement ("Post-Effective Amendment No. 75").

(e) Form of Investment Management Agreement between the Registrant, on
behalf of Scudder Classic Growth Fund, and Scudder, Stevens & Clark,
Inc. is incorporated by reference to Post-Effective Amendment No. 77
to the Registration Statement ("Post-Effective Amendment No. 77").

6. (a) Underwriting Agreement between the Registrant and Scudder Investor
Services, Inc., formerly Scudder Fund Distributors, Inc., dated
September 10, 1985 is incorporated by reference to Post-Effective
Amendment No. 78 to the Registration Statement ("Post-Effective
Amendment No. 78").

7. Inapplicable.

8. (a)(1) Custodian Agreement between the Registrant (on behalf of Scudder
Growth and Income Fund) and State Street Bank and Trust Company
("State Street Bank") dated December 31, 1984 is incorporated by
reference to Post-Effective Amendment No. 78 to the Registration
Statement ("Post-Effective Amendment No. 78").

Part C-Page 3
<PAGE>

(a)(2) Amendment dated April 1, 1985 to the Custodian Agreement between the
Registrant and State Street Bank is incorporated by reference to
Post-Effective Amendment No. 78 to the Registration Statement
("Post-Effective Amendment No. 78").

(a)(3) Amendment dated August 8, 1987 to the Custodian Agreement between
the Registrant and State Street Bank is incorporated by reference to
Post-Effective Amendment No. 78 to the Registration Statement
("Post-Effective Amendment No. 78").

(a)(4) Amendment dated August 9, 1988 to the Custodian Agreement between
the Registrant and State Street Bank is incorporated by reference to
Post-Effective Amendment No. 78 to the Registration Statement
("Post-Effective Amendment No. 78").

(a)(5) Amendment dated July 29, 1991 to the Custodian Agreement between the
Registrant and State Street Bank is incorporated by reference to
Post-Effective Amendment No. 78 to the Registration Statement
("Post-Effective Amendment No. 78").

(a)(6) Custodian fee schedule for Scudder Growth and Income Fund is
incorporated by reference to Post-Effective Amendment No. 78 to the
Registration Statement ("Post-Effective Amendment No. 78").

(a)(7) Custodian fee schedule for Scudder Quality Growth Fund is
incorporated by reference to Post-Effective Amendment No. 78 to the
Registration Statement ("Post-Effective Amendment No. 78").

(b)(1) Subcustodian Agreement with fee schedule between State Street Bank
and The Bank of New York, London office, dated December 31, 1978 is
incorporated by reference to Post-Effective Amendment No. 78 to the
Registration Statement ("Post-Effective Amendment No. 78").

(c)(1) Subcustodian Agreement between State Street Bank and The Chase
Manhattan Bank, N.A. dated September 1, 1986 is incorporated by
reference to Post-Effective Amendment No. 78 to the Registration
Statement ("Post-Effective Amendment No. 78").

(d) Custodian fee schedule for Scudder Quality Growth Fund and Scudder
Growth and Income Fund is incorporated by reference to
Post-Effective Amendment No. 72 to the Registration Statement
("Post-Effective Amendment No. 72").

(e) Form of Custodian fee schedule for Scudder Classic Growth Fund is
incorporated by reference to Post-Effective Amendment No. 77 to the
Registration Statement ("Post-Effective Amendment No. 77").

9. (a)(1) Transfer Agency and Service Agreement with fee schedule between the
Registrant and Scudder Service Corporation dated October 2, 1989 is
incorporated by reference to Post-Effective Amendment No. 78 to the
Registration Statement ("Post-Effective Amendment No. 78").

Part C-Page 4
<PAGE>

(a)(2) Revised fee schedule dated October 6, 1995 for Exhibit 9(a)(1) is
incorporated by reference to Post-Effective Amendment No. 76
("Post-Effective Amendment No. 76").

(a)(3) Form of revised fee schedule for Exhibit 9(a)(1) dated October 1,
1996 is incorporated by reference to Post-Effective Amendment No. 78
to the Registration Statement ("Post-Effective Amendment No. 78").

(b)(1) COMPASS Service Agreement and fee schedule with Scudder Trust
Company dated January 1, 1990 is incorporated by reference to
Post-Effective Amendment No. 78 to the Registration Statement
("Post-Effective Amendment No. 78").

(b)(2) COMPASS and TRAK 2000 Service Agreement between Scudder Trust
Company and the Registrant dated October 1, 1995 is incorporated by
reference to Post-Effective Amendment No. 74 ("Post-Effective
Amendment No. 74").

(b)(3) Form of revised fee schedule for Exhibit 9(b)(1) dated October 1,
1996 is incorporated by reference to Post-Effective Amendment No. 78
to the Registration Statement ("Post-Effective Amendment No. 78").

(c) Fund Accounting Services Agreement between the Registrant, on behalf
of Scudder Quality Growth Fund and Scudder Fund Accounting
Corporation dated November 1, 1994 is incorporated by reference to
Post-Effective Amendment No. 72.

(d) Fund Accounting Services Agreement between the Registrant, on behalf
of Scudder Growth and Income Fund and Scudder Fund Accounting
Corporation dated October 17, 1994 is incorporated by reference to
Post-Effective Amendment No. 73.

(e) Form of Fund Accounting Services Agreement between the Registrant,
on behalf of Scudder Classic Growth Fund, and Scudder Fund
Accounting Corporation is incorporated by reference to
Post-Effective Amendment No. 77 to the Registration Statement
("Post-Effective Amendment No. 77").

(f)(1) Shareholder Services Agreement between the Registrant and Charles
Schwab & Co., Inc. dated June 1, 1990 is incorporated by reference
to Post-Effective Amendment No. 78 to the Registration Statement
("Post-Effective Amendment No. 78").

(f)(2) Service Agreement between Copeland Associates, Inc. and Scudder
Service Corporation (on behalf of Scudder Quality Growth Fund and
Scudder Growth and Income Fund) dated June 8, 1995 is incorporated
by reference to Post-Effective Amendment No. 74 ("Post-Effective
Amendment No. 74").

10. Inapplicable.

11. Inapplicable.

Part C-Page 5
<PAGE>

12. Inapplicable.

13. Inapplicable.

14. (a) Scudder Flexi-Plan for Corporations and Self-Employed Individuals is
incorporated by reference to Post-Effective Amendment No. 78 to the
Registration Statement ("Post-Effective Amendment No. 78").

(b) Scudder Individual Retirement Plan is incorporated by reference to
Post-Effective Amendment No. 78 to the Registration Statement
("Post-Effective Amendment No. 78").

(c) SEP-IRA is incorporated by reference to Post-Effective Amendment No.
78 to the Registration Statement ("Post-Effective Amendment No. 78").

(d) Scudder Funds 403(b) Plan is incorporated by reference to
Post-Effective Amendment No. 78 to the Registration Statement
("Post-Effective Amendment No. 78").

(e) Scudder Cash or Deferred Profit Sharing Plan under Section 401(k) is
incorporated by reference to Post-Effective Amendment No. 78 to the
Registration Statement ("Post-Effective Amendment No. 78").

15. Inapplicable.

16. Schedule for Computation of Performance Quotation is filed herein.
Power of Attorney is incorporated by reference to Post-Effective
Amendment No. 78 to the Registration Statement ("Post-Effective
Amendment No. 78").

17. Inapplicable.

Item 25. Persons Controlled by or under Common Control with Registrant.
- -------- --------------------------------------------------------------

None

Item 26. Number of Holders of Securities (as of March 25, 1997).
- -------- -------------------------------------------------------

(1) (2)
Title of Class Number of Record Shareholders

Shares of beneficial interest
($0.01 par value):

Scudder Growth and Income Fund 184,565
Scudder Large Company Growth Fund 15,292
Scudder Classic Growth Fund 1,035

Part C-Page 6
<PAGE>

Item 27. Indemnification.
- -------- ----------------

A policy of insurance covering Scudder, Stevens & Clark, Inc. its subsidiaries including
Scudder Investor Services, Inc., and all of the registered investment companies advised by
Scudder, Stevens & Clark, Inc. insures the Registrant's Trustees and officers and others
against liability arising by reason of an alleged breach of duty caused by any negligent
act, error or accidental omission in the scope of their duties.

Article IV, Sections 4.1-4.3 of Registrant's Declaration of Trust provide as follows:

Section 4.1. No Personal Liability of Shareholders, Trustees, etc. No Shareholder
shall be subject to any personal liability whatsoever to any Person in connection
with Trust Property or the acts, obligations or affairs of the Trust. No Trustee,
officer, employee or agent of the Trust shall be subject to any personal liability
whatsoever to any Person, other than to the Trust or its Shareholders, in
connection with Trust Property or the affairs of the Trust, save only that arising
from bad faith, willful misfeasance, gross negligence or reckless disregard of his
duties with respect to such Person; and all such Persons shall look solely to the
Trust Property for satisfaction of claims of any nature arising in connection with
the affairs of the Trust. If any Shareholder, Trustee, officer, employee, or
agent, as such, of the Trust, is made a party to any suit or proceeding to enforce
any such liability of the Trust, he shall not, on account thereof, be held to any
personal liability. The Trust shall indemnify and hold each Shareholder harmless
from and against all claims and liabilities, to which such Shareholder may become
subject by reason of his being or having been a Shareholder, and shall reimburse
such Shareholder for all legal and other expenses reasonably incurred by him in
connection with any such claim or liability. The indemnification and reimbursement
required by the preceding sentence shall be made only out of the assets of the one
or more series of which the shareholder who is entitled to indemnification or
reimbursement was a Shareholder at the time the act or event occurred which gave
rise to the claim against or liability of said shareholder. The rights accruing to
a Shareholder under this Section 4.1 shall not impair any other right to which such
Shareholder may be lawfully entitled, nor shall anything herein contained restrict
the right of the Trust to indemnify or reimburse a Shareholder in any appropriate
situation even though not specifically provided herein.

Section 4.2. Non-Liability of Trustees, etc. No Trustee, officer, employee or agent
of the Trust shall be liable to the Trust, its Shareholders, or to any Shareholder,
Trustee, officer, employee, or agent thereof for any action or failure to act
(including without limitation the failure to compel in any way any former or acting
Trustee to redress any breach of trust) except for his own bad faith, willful
misfeasance, gross negligence or reckless disregard of the duties involved in the
conduct of his office.

Section 4.3 Mandatory Indemnification. (a) Subject to the exceptions and
limitations contained in paragraph (b) below:

(i) every person who is, or has been, a Trustee or officer of the Trust
shall be indemnified by the Trust to the fullest extent permitted by law
against all liability and against all expenses reasonably incurred or paid
by him in connection with any claim, action, suit or proceeding in which
he becomes involved as a party or otherwise by virtue of his being or
having been a Trustee or officer and against amounts paid or incurred by
him in the settlement thereof;

(ii) the words "claim," "action," "suit," or "proceeding" shall apply to
all claims, actions, suits or proceedings (civil, criminal,
administrative, or other, including appeals), actual or threatened; and
the words "liability" and "expenses" shall include, without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement, fines,
penalties and other liabilities.

Part C-Page 7
<PAGE>

(b) No indemnification shall be provided hereunder to a Trustee or officer:

(i) against any liability to the Trust, a Series thereof, or the
Shareholders by reason of a final adjudication by a court or other body
before which a proceeding was brought that he engaged in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office;

(ii) with respect to any matter as to which he shall have been finally
adjudicated not to have acted in good faith in the reasonable belief that
his action was in the best interest of the Trust;

(iii) in the event of a settlement or other disposition not involving a
final adjudication as provided in paragraph (b)(i) or (b)(ii) resulting in
a payment by a Trustee or officer, unless there has been a determination
that such Trustee or officer did not engage in willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in
the conduct of his office;

(A) by the court or other body approving the settlement or other
disposition; or

(B) based upon a review of readily available facts (as opposed to
a full trial-type inquiry) by (x) vote of a majority of the
Disinterested Trustees acting on the matter (provided that a
majority of the Disinterested Trustees then in office act on the
matter) or (y) written opinion of independent legal counsel.

(c) The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable, shall not affect any other
rights to which any Trustee or officer may now or hereafter be entitled, shall
continue as to a person who has ceased to be such Trustee or officer and shall
inure to the benefit of the heirs, executors, administrators and assigns of such a
person. Nothing contained herein shall affect any rights to indemnification to
which personnel of the Trust other than Trustees and officers may be entitled by
contract or otherwise under law.

(d) Expenses of preparation and presentation of a defense to any claim, action,
suit, or proceeding of the character described in paragraph (a) of this Section 4.3
may be advanced by the Trust prior to final disposition thereof upon receipt of an
undertaking by or on behalf of the recipient, to repay such amount if it is
ultimately determined that he is not entitled to indemnification under this Section
4.3, provided that either:

(i) such undertaking is secured by a surety bond or some other appropriate
security provided by the recipient, or the Trust shall be insured against
losses arising out of any such advances; or

(ii) a majority of the Disinterested Trustees acting on the matter
(provided that a majority of the Disinterested Trustees act on the matter)
or an independent legal counsel in a written opinion shall determine,
based upon a review of readily available facts (as opposed to a full
trial-type inquiry), that there is reason to believe that the recipient
ultimately will be found entitled to indemnification.

As used in this Section 4.3, a "Disinterested Trustee" is one who is not
(i) an "Interested Person" of the Trust (including anyone who has been
exempted from being an "Interested Person" by any rule, regulation or
order of the Commission), or (ii) involved in the claim, action, suit or
proceeding.

Part C-Page 8
<PAGE>

Item 28. Business or Other Connections of Investment Adviser
- -------- ---------------------------------------------------

The Adviser has stockholders and employees who are denominated officers but do not as such
have corporation-wide responsibilities. Such persons are not considered officers for the
purpose of this Item 28.

Business and Other Connections of Board
Name of Directors of Registrant's Adviser
---- ------------------------------------

Stephen R. Beckwith Director, Vice President, Assistant Treasurer, Chief Operating Officer & Chief
Financial Officer, Scudder, Stevens & Clark, Inc. (investment adviser)**

Lynn S. Birdsong Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
President & Director, The Latin America Dollar Income Fund, Inc. (investment company)**
President & Director, Scudder World Income Opportunities Fund, Inc. (investment
company)**
President, The Japan Fund, Inc. (investment company)**
Supervisory Director, The Latin America Income and Appreciation Fund N.V. (investment
company) +
Supervisory Director, The Venezuela High Income Fund N.V. (investment company) xx
Supervisory Director, Scudder Mortgage Fund (investment company)+
Supervisory Director, Scudder Floating Rate Funds for Fannie Mae Mortgage Securities I
& II (investment company) +
Director, Canadian High Income Fund (investment company)#
Director, Hot Growth Companies Fund (investment company)#
Director, Sovereign High Yield Investment Company (investment company)+
Director, Scudder, Stevens & Clark (Luxembourg) S.A. (investment manager) #

Nicholas Bratt Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
President & Director, Scudder New Europe Fund, Inc. (investment company)**
President & Director, The Brazil Fund, Inc. (investment company)**
President & Director, The First Iberian Fund, Inc. (investment company)**
President & Director, Scudder International Fund, Inc. (investment company)**
President & Director, Scudder Global Fund, Inc. (President on all series except Scudder
Global Fund) (investment company)**
President & Director, The Korea Fund, Inc. (investment company)**
President & Director, Scudder New Asia Fund, Inc. (investment company)**
President, The Argentina Fund, Inc. (investment company)**
Vice President, Scudder, Stevens & Clark Corporation (Delaware) (investment adviser)**
Vice President, Scudder, Stevens & Clark Japan, Inc. (investment adviser)###
Vice President, Scudder, Stevens & Clark of Canada Ltd. (Canadian investment adviser)
Toronto, Ontario, Canada
Vice President, Scudder, Stevens & Clark Overseas Corporationoo

E. Michael Brown Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Trustee, Scudder GNMA Fund (investment company)*
Trustee, Scudder U.S. Treasury Fund (investment company)*
Trustee, Scudder Tax Free Money Fund (investment company)*
Trustee, Scudder State Tax Free Trust (investment company)*
Trustee, Scudder Cash Investment Trust (investment company)*
Assistant Treasurer, Scudder Investor Services, Inc. (broker/dealer)*

Part C-Page 9
<PAGE>
Business and Other Connections of Board
Name of Directors of Registrant's Adviser
---- ------------------------------------

Director & President, Scudder Realty Holding Corporation (a real estate holding
company)*
Director & President, Scudder Trust Company (a trust company)+++
Director, Scudder Trust (Cayman) Ltd.

Mark S. Casady Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Director & Vice President, Scudder Investor Services, Inc. (broker/dealer)*
Director & Vice President, Scudder Service Corporation (in-house transfer agent)*
Director, SFA, Inc. (advertising agency)*

Linda C. Coughlin Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Chairman & Trustee, AARP Cash Investment Funds (investment company)**
Chairman & Trustee, AARP Growth Trust (investment company)**
Chairman & Trustee, AARP Income Trust (investment company)**
Chairman & Trustee, AARP Tax Free Income Trust (investment company)**
Chairman & Trustee, AARP Managed Investment Portfolios Trust (investment company)**
Director & Senior Vice President, Scudder Investor Services, Inc. (broker/dealer)*
Director, SFA, Inc. (advertising agency)*

Margaret D. Hadzima Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Assistant Treasurer, Scudder Investor Services, Inc. (broker/dealer)*

Jerard K. Hartman Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Vice President, Scudder California Tax Free Trust (investment company)*
Vice President, Scudder Equity Trust (investment company)**
Vice President, Scudder Cash Investment Trust (investment company)*
Vice President, Scudder Fund, Inc. (investment company)**
Vice President, Scudder Global Fund, Inc. (investment company)**
Vice President, Scudder GNMA Fund (investment company)*
Vice President, Scudder Portfolio Trust (investment company)*
Vice President, Scudder Institutional Fund, Inc. (investment company)**
Vice President, Scudder International Fund, Inc. (investment company)**
Vice President, Scudder Investment Trust (investment company)*
Vice President, Scudder Municipal Trust (investment company)*
Vice President, Scudder Mutual Funds, Inc. (investment company)**
Vice President, Scudder New Asia Fund, Inc. (investment company)**
Vice President, Scudder New Europe Fund, Inc. (investment company)**
Vice President, Scudder Securities Trust (investment company)*
Vice President, Scudder State Tax Free Trust (investment company)*
Vice President, Scudder Funds Trust (investment company)**
Vice President, Scudder Tax Free Money Fund (investment company)*
Vice President, Scudder Tax Free Trust (investment company)*
Vice President, Scudder U.S. Treasury Money Fund (investment company)*
Vice President, Scudder Pathway Series (investment company)*
Vice President, Scudder Variable Life Investment Fund (investment company)*
Vice President, The Brazil Fund, Inc. (investment company)**
Vice President, The Korea Fund, Inc. (investment company)**
Vice President, The Argentina Fund, Inc. (investment company)**
Vice President & Director, Scudder, Stevens & Clark of Canada, Ltd. (Canadian
investment adviser) Toronto, Ontario, Canada
Vice President, The First Iberian Fund, Inc. (investment company)**
Vice President, The Latin America Dollar Income Fund, Inc. (investment company)**
Vice President, Scudder World Income Opportunities Fund, Inc. (investment company)**

Part C-Page 10
<PAGE>

Business and Other Connections of Board
Name of Directors of Registrant's Adviser
---- ------------------------------------

Richard A. Holt Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Vice President, Scudder Variable Life Investment Fund (investment company)*

Dudley H. Ladd Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Vice President & Trustee, Scudder Cash Investment Trust (investment company)*
Director, Scudder Global Fund, Inc. (investment company)**
Director, Scudder International Fund, Inc. (investment company)**
Director, Scudder Mutual Fund, Inc. (investment company)**
Trustee, Scudder Investment Trust (investment company)*
Trustee, Scudder Portfolio Trust (investment company)*
Trustee, Scudder Municipal Trust (investment company)*
Trustee, Scudder Securities Trust (investment company)*
Trustee, Scudder State Tax Free Trust (investment company)*
Trustee, Scudder Equity Trust (investment company)**
Trustee, Scudder Funds Trust (investment company)**
Vice President, Scudder U.S. Treasury Money Fund (investment company)*
President & Director, SFA, Inc. (advertising agency)*
Senior Vice President & Director, Scudder Investor Services, Inc. (broker/dealer)*

John T. Packard Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
President, Montgomery Street Income Securities, Inc. (investment company) o
Chairman, Scudder Realty Advisors, Inc. (realty investment adviser) x

Daniel Pierce Chairman & Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Chairman, Vice President & Director, Scudder Global Fund, Inc. (investment company)**
Chairman & Director, Scudder New Europe Fund, Inc. (investment company)**
Chairman & Director, The First Iberian Fund, Inc. (investment company)**
Chairman & Director, Scudder International Fund, Inc. (investment company)**
Chairman & Director, Scudder New Asia Fund, Inc. (investment company)**
President & Trustee, Scudder Equity Trust (investment company)**
President & Trustee, Scudder GNMA Fund (investment company)*
President & Trustee, Scudder Portfolio Trust (investment company)*
President & Trustee, Scudder Funds Trust (investment company)**
President & Trustee, Scudder Securities Trust (investment company)*
President & Trustee, Scudder Investment Trust (investment company)*
President & Director, Scudder Institutional Fund, Inc. (investment company)**
President & Director, Scudder Fund, Inc. (investment company)**
President & Director, Scudder Mutual Funds, Inc. (investment company)**
Vice President & Trustee, Scudder Municipal Trust (investment company)*
Vice President & Trustee, Scudder Variable Life Investment Fund (investment company)*
Vice President & Trustee, Scudder Pathway Series (investment company)*
Trustee, Scudder California Tax Free Trust (investment company)*
Trustee, Scudder State Tax Free Trust (investment company)*
Vice President, Montgomery Street Income Securities, Inc. (investment company)o
Chairman & President, Scudder, Stevens & Clark of Canada, Ltd. (Canadian investment
adviser), Toronto, Ontario, Canada
Chairman & Director, Scudder Global Opportunities Funds (investment company) Luxembourg
Chairman, Scudder, Stevens & Clark, Ltd. (investment adviser) London, England
President & Director, Scudder Precious Metals, Inc. xxx

Part C-Page 11
<PAGE>

Business and Other Connections of Board
Name of Directors of Registrant's Adviser
---- ------------------------------------

Vice President, Director & Assistant Secretary, Scudder Realty Holdings Corporation
(a real estate holding company)*
Vice President, Director & Assistant Treasurer, Scudder Investor Services, Inc.
(broker/dealer)*
Director, Scudder Latin America Investment Trust PLC (investment company)@
Director, Fiduciary Trust Company (banking & trust company) Boston, MA
Director, Fiduciary Company Incorporated (banking & trust company) Boston, MA
Trustee, New England Aquarium, Boston, MA
Incorporator, Scudder Trust Company (a trust company)+++

Kathryn L. Quirk Director & Secretary, Scudder, Stevens & Clark, Inc. (investment adviser)**
Director, Vice President & Assistant Secretary, The Argentina Fund, Inc. (investment
company)**
Director, Vice President & Assistant Secretary, Scudder International Fund, Inc.
(investment company)**
Director, Vice President & Assistant Secretary, Scudder New Asia Fund (investment
company)**
Trustee, Vice President & Assistant Secretary, Scudder Equity Trust (investment
company)**
Trustee, Vice President & Assistant Secretary, Scudder Securities Trust (investment
company)*
Trustee, Vice President & Assistant Secretary, Scudder Funds Trust (investment
company)**
Trustee, Scudder Investment Trust (investment company)*
Trustee, Scudder Municipal Trust (investment company)*
Vice President & Trustee, Scudder Tax Free Money Fund (investment company)*
Vice President & Trustee, Scudder Tax Free Trust (investment company)*
Vice President & Secretary, AARP Growth Trust (investment company)**
Vice President & Secretary, AARP Income Trust (investment company)**
Vice President & Secretary, AARP Tax Free Income Trust (investment company)**
Vice President & Secretary, AARP Cash Investment Funds (investment company)**
Vice President & Secretary, AARP Managed Investment Portfolios Trust (investment
company)**
Vice President & Secretary, The Japan Fund, Inc. (investment company)**
Vice President & Assistant Secretary, Scudder World Income Opportunities Fund, Inc.
(investment company)**
Vice President & Assistant Secretary, The Korea Fund, Inc. (investment company)**
Vice President & Assistant Secretary, The Brazil Fund, Inc. (investment company)**
Vice President & Assistant Secretary, Scudder Global Fund, Inc. (investment company)**
Vice President & Assistant Secretary, Montgomery Street Income Securities, Inc.
(investment company)o
Vice President & Assistant Secretary, Scudder Mutual Funds, Inc. (investment company)**
Vice President & Assistant Secretary, Scudder Pathway Series (investment company)*
Vice President & Assistant Secretary, Scudder New Europe Fund, Inc. (investment
company)**
Vice President & Assistant Secretary, Scudder Variable Life Investment Fund (investment
company)*
Vice President & Assistant Secretary, The First Iberian Fund, Inc. (investment
company)**
Vice President & Assistant Secretary, The Latin America Dollar Income Fund, Inc.
(investment company)**
Vice President, Scudder Fund, Inc. (investment company)**
Vice President, Scudder Institutional Fund, Inc. (investment company)**

Part C-Page 12
<PAGE>
Business and Other Connections of Board
Name of Directors of Registrant's Adviser
---- ------------------------------------

Vice President, Scudder GNMA Fund (investment company)*
Director, Senior Vice President & Clerk, Scudder Investor Services, Inc.
(broker/dealer)*
Director, Vice President & Secretary, Scudder Fund Accounting Corporation (in-house
fund accounting agent)*
Director, Vice President & Secretary, Scudder Realty Holdings Corporation (a real
estate holding company)*
Director & Clerk, Scudder Service Corporation (in-house transfer agent)*
Director, SFA, Inc. (advertising agency)*
Vice President & Assistant Secretary, Scudder Precious Metals, Inc. xxx

Cornelia M. Small Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
President, AARP Cash Investment Funds (investment company)**
President, AARP Growth Trust (investment company)**
President, AARP Income Trust (investment company)**
President, AARP Tax Free Income Trust (investment company)**
President, AARP Managed Investment Portfolio Trust (investment company)**

Edmond D. Villani Director, President & Chief Executive Officer, Scudder, Stevens & Clark, Inc.
(investment adviser)**
Chairman & Director, The Argentina Fund, Inc. (investment company)**
Chairman & Director, The Latin America Dollar Income Fund, Inc. (investment company)**
Chairman & Director, Scudder World Income Opportunities Fund, Inc. (investment
company)**
Supervisory Director, Scudder Mortgage Fund (investment company) +
Supervisory Director, Scudder Floating Rate Funds for Fannie Mae Mortgage Securities I
& II (investment company)+
Director, Scudder, Stevens & Clark Japan, Inc. (investment adviser)###
Director, The Brazil Fund, Inc. (investment company)**
Director, Indosuez High Yield Bond Fund (investment company) Luxembourg
President & Director, Scudder, Stevens & Clark Overseas Corporationoo
President & Director, Scudder, Stevens & Clark Corporation (Delaware) (investment
adviser)**
Director, Scudder Realty Advisors, Inc. (realty investment adviser) x
Director, IBJ Global Investment Management S.A., (Luxembourg investment management
company) Luxembourg, Grand-Duchy of Luxembourg

Stephen A. Wohler Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Vice President, Montgomery Street Income Securities, Inc. (investment company)

* Two International Place, Boston, MA
x 333 South Hope Street, Los Angeles, CA
** 345 Park Avenue, New York, NY
++ Two Prudential Plaza, 180 N. Stetson Avenue, Chicago, IL
+++ 5 Industrial Way, Salem, NH
o 101 California Street, San Francisco, CA
# Societe Anonyme, 47, Boulevard Royal, L-2449 Luxembourg, R.C. Luxembourg B 34.564
+ John B. Gorsiraweg 6, Willemstad Curacao, Netherlands Antilles
xx De Ruyterkade 62, P.O. Box 812, Willemstad Curacao, Netherlands Antilles
## 2 Boulevard Royal, Luxembourg
*** B1 2F3F 248 Section 3, Nan King East Road, Taipei, Taiwan
xxx Grand Cayman, Cayman Islands, British West Indies
oo 20-5, Ichibancho, Chiyoda-ku, Tokyo, Japan

Part C-Page 13
<PAGE>

### 1-7, Kojimachi, Chiyoda-ku, Tokyo, Japan
@ c/o Sinclair Hendersen Limited, 23 Cathedral Yard, Exeter, Devon, U.K.

Item 29. Principal Underwriters.
- -------- -----------------------

(a) Scudder California Tax Free Trust
Scudder Cash Investment Trust
Scudder Equity Trust
Scudder Fund, Inc.
Scudder Funds Trust
Scudder Global Fund, Inc.
Scudder GNMA Fund
Scudder Institutional Fund, Inc.
Scudder International Fund, Inc.
Scudder Investment Trust
Scudder Municipal Trust
Scudder Mutual Funds, Inc.
Scudder Pathway Series
Scudder Portfolio Trust
Scudder Securities Trust
Scudder State Tax Free Trust
Scudder Tax Free Money Fund
Scudder Tax Free Trust
Scudder U.S. Treasury Money Fund
Scudder Variable Life Investment Fund
AARP Cash Investment Funds
AARP Growth Trust
AARP Income Trust
AARP Tax Free Income Trust
AARP Managed Investment Portfolios Trust
The Japan Fund, Inc.

(b)

(1) (2) (3)

Name and Principal Position and Offices with Positions and
Business Address Scudder Investor Services, Inc. Offices with Registrant
---------------- ------------------------------- -----------------------

E. Michael Brown Assistant Treasurer None
Two International Place
Boston, MA 02110

Mark S. Casady Director and Vice President None
Two International Place
Boston, MA 02110

Linda Coughlin Director and Senior Vice President None
Two International Place
Boston, MA 02110

Richard W. Desmond Vice President None
345 Park Avenue
New York, NY 10154

Part C-Page 14
<PAGE>

Paul J. Elmlinger Senior Vice President and Assistant None
345 Park Avenue Clerk
New York, NY 10154

Margaret D. Hadzima Assistant Treasurer None
Two International Place
Boston, MA 02110

Thomas W. Joseph Director, Vice President, Vice President
Two International Place Treasurer and Assistant Clerk
Boston, MA 02110

Dudley H. Ladd Director and Senior Vice President None
Two International Place
Boston, MA 02110

David S. Lee Director, President and Assistant President and Trustee
Two International Place Treasurer
Boston, MA 02110

Thomas F. McDonough Assistant Clerk Vice President and
Two International Place Secretary
Boston, MA 02110

Thomas H. O'Brien Assistant Treasurer None
345 Park Avenue
New York, NY 10154

Edward J. O'Connell Assistant Treasurer Vice President and
345 Park Avenue Assistant Treasurer
New York, NY 10154

Daniel Pierce Director, Vice President None
Two International Place and Assistant Treasurer
Boston, MA 02110

Kathryn L. Quirk Director, Senior Vice President and None
345 Park Avenue Clerk
New York, NY 10154

Edmund J. Thimme Vice President None
345 Park Avenue
New York, NY 10154

Benjamin Thorndike Vice President None
Two International Place
Boston, MA 02110

David B. Watts Assistant Treasurer None
Two International Place
Boston, MA 02110

Part C-Page 15
<PAGE>

Linda J. Wondrack Vice President None
Two International Place
Boston, MA 02110

The Underwriter has employees who are denominated officers of an operational area. Such persons do
not have corporation-wide responsibilities and are not considered officers for the purpose of this
Item 29.

(c)

(1) (2) (3) (4) (5)
Net Underwriting Compensation on
Name of Principal Discounts and Redemptions Brokerage
Underwriter Commissions and Repurchases Commissions Other Compensation
----------- ----------- --------------- ----------- ------------------

Scudder Investor None None None None
Services, Inc.

Item 30. Location of Accounts and Records.
- -------- ---------------------------------

Certain accounts, books and other documents required to be maintained by Section 31(a) of
the 1940 Act and the Rules promulgated thereunder are maintained by Scudder, Stevens &
Clark, Two International Place, Boston, MA 02110. Records relating to the duties of the
Registrant's custodian are maintained by State Street Bank and Trust Company, Heritage
Drive, North Quincy, Massachusetts. Records relating to the duties of the Registrant's
transfer agent are maintained by Scudder Service Corporation, Two International Place,
Boston, Massachusetts.

Item 31. Management Services.
- -------- --------------------

Inapplicable.

Item 32. Undertakings.
- -------- -------------

Inapplicable.

Part C-Page 16

</TABLE>

<PAGE>
SIGNATURES
----------

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this amendment to its Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereto duly authorized, in the City of Boston and the
Commonwealth of Massachusetts on the 27 day of March, 1997.

SCUDDER INVESTMENT TRUST

By /s/ Thomas F. McDonough
--------------------------------------
Thomas F. McDonough, Vice President,
Secretary and Assistant Treasurer

Pursuant to the requirements of the Securities Act of 1933, this
amendment to its Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

SIGNATURE TITLE DATE
- --------- ----- ----

<S> <C> <C>
/s/ Daniel Pierce
- --------------------------------------
Daniel Pierce* President (Principal Executive March 27, 1997
Officer) and Trustee

/s/ Henry P. Becton, Jr.
- --------------------------------------
Henry P. Becton, Jr.* Trustee March 27, 1997

/s/ Dudley H. Ladd
- --------------------------------------
Dudley H. Ladd* Trustee March 27, 1997

/s/ George M. Lovejoy, Jr.
- --------------------------------------
George M. Lovejoy, Jr.* Trustee March 27, 1997

/s/ Wesley W. Marple, Jr.
- --------------------------------------
Wesley W. Marple, Jr.* Trustee March 27, 1997

/s/ Kathryn L. Quirk
- --------------------------------------
Kathryn L. Quirk* Trustee March 27, 1997

/s/ Jean C. Tempel
- --------------------------------------
Jean C. Tempel* Trustee March 27, 1997

<PAGE>

- --------------------------------------
Pamela A. McGrath Treasurer (Principal Financial and March , 1997
Accounting Officer) and Vice President

</TABLE>

*By: /s/Thomas F. McDonough
----------------------------
Thomas F. McDonough**

** Attorney-in-fact pursuant to a power of attorney
contained in the signature page of Post-Effective
Amendment No. 61 to the Registration Statement
filed April 22, 1991 and pursuant to a power of
attorney contained in the signature page of
Post-Effective Amendment No. 72 to the Registration
Statement filed April 28, 1995 and pursuant to a
power of attorney contained in the signature page
of Post-Effective Amendment No. 79 filed February
26, 1997.

2
<PAGE>

File No. 2-13628

File No. 811-43

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

EXHIBITS

FORM N-1A

POST-EFFECTIVE AMENDMENT NO. 80

TO REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AND

AMENDMENT NO. 32

TO REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

SCUDDER INVESTMENT TRUST

<PAGE>

SCUDDER INVESTMENT TRUST

EXHIBIT INDEX