<PAGE> PAGE 1
000 B000000 12/31/97
000 C000000 088064
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 3.0.a
000 J000000 U
001 A000000 SCUDDER INVESTMENT TRUST
001 B000000 811-43
001 C000000 6172952567
002 A000000 TWO INTERNATIONAL PLACE
002 B000000 BOSTON
002 C000000 MA
002 D010000 02110
002 D020000 4103
003 000000 N
004 000000 N
005 000000 N
006 000000 N
007 A000000 Y
007 B000000 2
007 C010100 1
007 C020100 SCUDDER GROWTH AND INCOME FUND
007 C030100 N
007 C010200 2
007 C020200 SCUDDER S&P 500 INDEX FUND
007 C030200 N
007 C010300 3
007 C010400 4
007 C010500 5
007 C010600 6
007 C010700 7
007 C010800 8
007 C010900 9
007 C011000 10
007 C011100 11
007 C011200 12
007 C011300 13
007 C011400 14
007 C011500 15
007 C011600 16
007 C011700 17
007 C011800 18
007 C011900 19
007 C012000 20
007 C012100 21
007 C012200 22
007 C012300 23
007 C012400 24
<PAGE> PAGE 2
007 C012500 25
007 C012600 26
007 C012700 27
007 C012800 28
007 C012900 29
007 C013000 30
007 C013100 31
007 C013200 32
007 C013300 33
007 C013400 34
007 C013500 35
007 C013600 36
007 C013700 37
007 C013800 38
007 C013900 39
007 C014000 40
008 A00AA01 SCUDDER KEMPER INVESTMENTS, INC.
008 B00AA01 A
008 C00AA01 801-252
008 D01AA01 BOSTON
008 D02AA01 MA
008 D03AA01 02110
008 D04AA01 2267
013 A00AA01 COOPERS & LYBRAND L.L.P.
013 B01AA01 BOSTON
013 B02AA01 MA
013 B03AA01 02109
015 A00AA01 STATE STREET BANK AND TRUST COMPANY
015 B00AA01 C
015 C01AA01 BOSTON
015 C02AA01 MA
015 C03AA01 02101
015 E01AA01 X
015 A00AA02 THE CHASE MANHATTAN BANK, N.A.
015 B00AA02 S
015 C01AA02 NEW YORK
015 C02AA02 NY
015 C03AA02 10005
015 E01AA02 X
015 A00AA03 CITIBANK, N.A.
015 B00AA03 S
015 C01AA03 BUENOS AIRES
015 D01AA03 ARGENTINA
015 E04AA03 X
015 A00AA04 WESTPAC BANKING CORPORATION
015 B00AA04 S
015 C01AA04 SYDNEY
015 D01AA04 AUSTRALIA
015 E04AA04 X
015 A00AA05 GIROCREDIT BANK AKTIENGESELLSCHAFT SPARKASSEN
015 B00AA05 S
<PAGE> PAGE 3
015 C01AA05 VIENNA
015 D01AA05 AUSTRIA
015 E04AA05 X
015 A00AA06 GENERALE BANK
015 B00AA06 S
015 C01AA06 BRUSSELS
015 D01AA06 BELGIUM
015 E04AA06 X
015 A00AA07 THE FIRST NATIONAL BANK OF BOSTON
015 B00AA07 S
015 C01AA07 SAO PAULO
015 D01AA07 BRAZIL
015 E04AA07 X
015 A00AA08 CANADA TRUSTCO MORTGAGE COMPANY
015 B00AA08 S
015 C01AA08 TORONTO
015 D01AA08 CANADA
015 E04AA08 X
015 A00AA09 CITIBANK, N.A.
015 B00AA09 S
015 C01AA09 SANTIAGO
015 D01AA09 CHILE
015 E04AA09 X
015 A00AA10 CITITRUST COLOMBIA S.A. SOCIEDAD FIDUCIARIA
015 B00AA10 S
015 C01AA10 BOGOTA
015 D01AA10 COLOMBIA
015 E04AA10 X
015 A00AA11 DEN DANSKE BANK
015 B00AA11 S
015 C01AA11 COPENHAGEN
015 D01AA11 DENMARK
015 E04AA11 X
015 A00AA12 MERITA BANK LIMITED
015 B00AA12 S
015 C01AA12 HELSINKI
015 D01AA12 FINLAND
015 E04AA12 X
015 A00AA13 BANQUE PARIBAS
015 B00AA13 S
015 C01AA13 PARIS
015 D01AA13 FRANCE
015 E04AA13 X
015 A00AA14 DRESDNER BANK AG
015 B00AA14 S
015 C01AA14 FRANKFURT
015 D01AA14 GERMANY
015 E04AA14 X
015 A00AA15 NATIONAL BANK OF GREECE
015 B00AA15 S
015 C01AA15 ATHENS
<PAGE> PAGE 4
015 D01AA15 GREECE
015 E04AA15 X
015 A00AA16 STANDARD CHARTERED BANK
015 B00AA16 S
015 C01AA16 HONG KONG
015 D01AA16 HONG KONG
015 E04AA16 X
015 A00AA17 CITIBANK BUDAPEST RT.
015 B00AA17 S
015 C01AA17 BUDAPEST
015 D01AA17 HUNGARY
015 E04AA17 X
015 A00AA18 STANDARD CHARTERED BANK
015 B00AA18 S
015 C01AA18 JAKARTA
015 D01AA18 INDONESIA
015 E04AA18 X
015 A00AA19 BANK OF IRELAND
015 B00AA19 S
015 C01AA19 DUBLIN
015 D01AA19 IRELAND
015 E04AA19 X
015 A00AA20 BANQUE PARIBAS
015 B00AA20 S
015 C01AA20 MILAN
015 D01AA20 ITALY
015 E04AA20 X
015 A00AA21 FUJI BANK, LIMITED
015 B00AA21 S
015 C01AA21 TOKYO
015 D01AA21 JAPAN
015 E04AA21 X
015 A00AA23 CITIBANK, N.A.
015 B00AA23 S
015 C01AA23 SEOUL
015 D01AA23 KOREA
015 E04AA23 X
015 A00AA24 STANDARD CHARTERED BANK MALAYSIA BERHAD
015 B00AA24 S
015 C01AA24 KUALA LUMPUR
015 D01AA24 MALAYSIA
015 E04AA24 X
015 A00AA25 CITIBANK MEXICO, S.A.
015 B00AA25 S
015 C01AA25 MEXICO CITY
015 D01AA25 MEXICO
015 E04AA25 X
015 A00AA26 MEESPIERSON, N.V.
015 B00AA26 S
015 C01AA26 AMSTERDAM
015 D01AA26 THE NETHERLANDS
<PAGE> PAGE 5
015 E04AA26 X
015 A00AA27 ANZ BANKING GROUP LIMITED
015 B00AA27 S
015 C01AA27 AUCKLAND
015 D01AA27 NEW ZEALAND
015 E04AA27 X
015 A00AA28 CHRISTIANIA BANK OG KREDITKASSE
015 B00AA28 S
015 C01AA28 OSLO
015 D01AA28 NORWAY
015 E04AA28 X
015 A00AA29 DEUTSCHE BANK, AG
015 B00AA29 S
015 C01AA29 KARACHI
015 D01AA29 PAKISTAN
015 E04AA29 X
015 A00AA30 CITIBANK, N.A.
015 B00AA30 S
015 C01AA30 LIMA
015 D01AA30 PERU
015 E04AA30 X
015 A00AA31 STANDARD CHARTERED BANK
015 B00AA31 S
015 C01AA31 MANILA
015 D01AA31 PHILIPPINES
015 E04AA31 X
015 A00AA32 BANCO COMMERCIAL PORTUGUES
015 B00AA32 S
015 C01AA32 LISBON
015 D01AA32 PORTUGAL
015 E04AA32 X
015 A00AA33 THE DEVELOPMENT BANK OF SINGAPORE LTD
015 B00AA33 S
015 C01AA33 SINGAPORE
015 D01AA33 SINGAPORE
015 E04AA33 X
015 A00AA34 BANCO SANTANDER, S.A.
015 B00AA34 S
015 C01AA34 MADRID
015 D01AA34 SPAIN
015 E04AA34 X
015 A00AA36 HONG KONG & SHANGHAI BANKING CORP., LTD.
015 B00AA36 S
015 C01AA36 COLUMBO
015 D01AA36 SRI LANKA
015 E04AA36 X
015 A00AA37 SKANDINAVISKA ENSKILDA BANKEN
015 B00AA37 S
015 C01AA37 STOCKHOLM
015 D01AA37 SWEDEN
015 E04AA37 X
<PAGE> PAGE 6
015 A00AA38 UNION BANK OF SWITZERLAND
015 B00AA38 S
015 C01AA38 ZURICH
015 D01AA38 SWITZERLAND
015 E04AA38 X
015 A00AA39 CENTRAL TRUST OF CHINA
015 B00AA39 S
015 C01AA39 TAIPEI
015 D01AA39 TAIWAN
015 E04AA39 X
015 A00AA40 STANDARD CHARTERED BANK
015 B00AA40 S
015 C01AA40 BANGKOK
015 D01AA40 THAILAND
015 E04AA40 X
015 A00AA41 CITIBANK, N.A.
015 B00AA41 S
015 C01AA41 ISTANBUL
015 D01AA41 TURKEY
015 E04AA41 X
015 A00AA42 STATE STREET BANK & TRUST COMPANY, LONDON
015 B00AA42 S
015 C01AA42 LONDON
015 D01AA42 UNITED KINGDOM
015 E04AA42 X
015 A00AA44 CITIBANK, N.A.
015 B00AA44 S
015 C01AA44 CARACAS
015 D01AA44 VENEZUELA
015 E04AA44 X
015 A00AA45 STANDARD CHARTERED BANK
015 B00AA45 S
015 C01AA45 DHAKA
015 D01AA45 BANGLADESH
015 E04AA45 X
015 A00AA46 BARCLAYS BANK OF BOTSWANA LIMITED
015 B00AA46 S
015 C01AA46 GABORONE
015 D01AA46 BOTSWANA
015 E04AA46 X
015 A00AA47 CESKOSLOVENSKA OBCHODNI BANKA A.S.
015 B00AA47 S
015 C01AA47 PRAGUE
015 D01AA47 CZECH REPUBLIC
015 E04AA47 X
015 A00AA48 HONG KONG AND SHANGHAI BANKING CORP. LTD.
015 B00AA48 S
015 C01AA48 SHANGHAI
015 D01AA48 CHINA
015 E04AA48 X
015 A00AA49 BARCLAYS BANK OF GHANA LIMITED
<PAGE> PAGE 7
015 B00AA49 S
015 C01AA49 ACCRA
015 D01AA49 GHANA
015 E04AA49 X
015 A00AA50 DEUTSCHE BANK AG
015 B00AA50 S
015 C01AA50 BOMBAY
015 D01AA50 INDIA
015 E04AA50 X
015 A00AA51 BANK HAPOALIM, B.M.
015 B00AA51 S
015 C01AA51 TEL AVIV
015 D01AA51 ISRAEL
015 E04AA51 X
015 A00AA52 CITIBANK POLAND S.A.
015 B00AA52 S
015 C01AA52 WARSAW
015 D01AA52 POLAND
015 E04AA52 X
015 A00AA53 STANDARD BANK OF SOUTH AFRICA LTD.
015 B00AA53 S
015 C01AA53 JOHANNESBURG
015 D01AA53 SOUTH AFRICA
015 E04AA53 X
015 A00AA54 CITIBANK, N.A.
015 B00AA54 S
015 C01AA54 MONTEVIDEO
015 D01AA54 URUGUAY
015 E04AA54 X
015 A00AA55 BARCLAYS BANK OF ZIMBABWE LTD.
015 B00AA55 S
015 C01AA55 HARARE
015 D01AA55 ZIMBABWE
015 E04AA55 X
015 A00AA56 BARCLAYS BANK PLC
015 B00AA56 S
015 C01AA56 NICOSIA
015 D01AA56 CYPRUS
015 E04AA56 X
015 A00AA57 BARCLAYS BANK OF KENYA LTD.
015 B00AA57 S
015 C01AA57 NAIROBI
015 D01AA57 KENYA
015 E04AA57 X
015 A00AA58 BARCLAYS BANK OF SWAZILAND LTD.
015 B00AA58 S
015 C01AA58 MBABANE
015 D01AA58 SWAZILAND
015 E04AA58 X
015 A00AA59 THE BANK OF BERMUDA LIMITED
015 B00AA59 S
<PAGE> PAGE 8
015 C01AA59 HAMILTON
015 D01AA59 BERMUDA
015 E04AA59 X
015 A00AA60 BARCLAYS BANK PLC
015 B00AA60 S
015 C01AA60 NICOSIA
015 D01AA60 CYPRUS
015 E04AA60 X
015 A00AA61 CESKOSLOVENSKA OBCHODNA BANKA
015 B00AA61 S
015 C01AA61 BRATISLAVA
015 D01AA61 SLOVIK REPUBLIC
015 E04AA61 X
015 A00AA62 BARCLAYS BANK OF ZAMBIA LTD
015 B00AA62 S
015 C01AA62 LUSAKA
015 D01AA62 ZAMBIA
015 E04AA62 X
015 A00AA64 STATE STREET BANK AND TRUST COMPANY
015 B00AA64 C
015 C01AA64 BOSTON
015 C02AA64 MA
015 C03AA64 02101
015 E01AA64 X
018 00AA00 Y
019 A00AA00 Y
019 B00AA00 52
019 C00AA00 SCUDDERRRR
020 A000001 MORGAN STANLEY & CO.
020 B000001 13-2655998
020 C000001 389
020 A000002 GOLDMAN, SACHS & CO.
020 B000002 13-5108880
020 C000002 301
020 A000003 BEAR, STEARNS & CO.
020 B000003 13-3299429
020 C000003 240
020 A000004 LEHMAN BROS. SECURITIES
020 B000004 13-2518466
020 C000004 205
020 A000005 UBS-SEC/PHILLIPS & DREW
020 C000005 203
020 A000006 SMITH BARNEY SHEARSON
020 B000006 13-1912900
020 C000006 146
020 A000007 SANFORD BERNSTEIN & CO.
020 B000007 13-2625874
020 C000007 145
020 A000008 MERRILL LYNCH
020 B000008 13-5674085
020 C000008 137
<PAGE> PAGE 9
020 A000009 DONALDSON LUFKIN
020 B000009 13-2741729
020 C000009 135
020 A000010 J.P. MORGAN SECURITIES
020 B000010 13-3224016
020 C000010 126
021 000000 4073
022 A000001 ASSOCIATES CORP OF N. AMERICA
022 C000001 864538
022 D000001 0
022 A000002 GENERAL ELECTRIC CREDIT CORP
022 B000002 13-1500700
022 C000002 718342
022 D000002 74858
022 A000003 WILLIAMS CAPITAL
022 B000003 13-3747879
022 C000003 558621
022 D000003 0
022 A000004 SALOMON BROTHERS
022 B000004 13-3082694
022 C000004 487052
022 D000004 9666
022 A000005 DRESDNER
022 B000005 13-6172414
022 C000005 405186
022 D000005 0
022 A000006 FORD MOTOR CREDIT CORP
022 B000006 13-6172414
022 C000006 348831
022 D000006 49921
022 A000007 GOLDMAN, SACHS & CORP
022 B000007 13-5108880
022 C000007 198239
022 D000007 169529
022 A000008 J.P. MORGAN SECURITIES
022 B000008 13-3224016
022 C000008 355818
022 D000008 0
022 A000009 AMERICAN EXPRESS CREDIT
022 B000009 13-2518466
022 C000009 206566
022 D000009 50000
022 A000010 BEAR, STEARNS & CO
022 B000010 13-3299429
022 C000010 144356
022 D000010 110356
023 C000000 18327667
023 D000000 1437176
062 A00AA00 N
062 B00AA00 0.0
062 C00AA00 0.0
<PAGE> PAGE 10
062 D00AA00 0.0
062 E00AA00 0.0
062 F00AA00 0.0
062 G00AA00 0.0
062 H00AA00 0.0
062 I00AA00 0.0
062 J00AA00 0.0
062 K00AA00 0.0
062 L00AA00 0.0
062 M00AA00 0.0
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062 O00AA00 0.0
062 P00AA00 0.0
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062 R00AA00 0.0
077 A000000 Y
077 B000000 Y
077 C000000 Y
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077 E000000 N
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077 G000000 N
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077 I000000 N
077 J000000 N
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077 L000000 N
077 M000000 N
077 N000000 N
077 O000000 N
077 P000000 N
077 Q010000 Y
077 Q020000 N
077 Q030000 N
078 000000 N
080 A00AA00 ICI MUTUAL INSURANCE COMPANY
080 B00AA00 NATIONAL UNION FIRE INSURANCE COMPANY
080 C00AA00 60000
081 A00AA00 Y
081 B00AA00 86
082 A00AA00 Y
082 B00AA00 100
083 A00AA00 N
083 B00AA00 0
084 A00AA00 N
084 B00AA00 0
085 A00AA00 Y
085 B00AA00 N
010 A000101 SCUDDER FUND ACCOUNTING CORPORATION
010 C010101 BOSTON
010 C020101 MA
<PAGE> PAGE 11
010 C030101 02110
028 A010100 223364
028 A020100 30305
028 A030100 0
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028 G020100 494890
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049 000100 N
050 000100 N
051 000100 N
052 000100 N
053 A000100 N
070 A010100 Y
070 A020100 Y
070 B010100 Y
070 B020100 N
070 C010100 Y
070 C020100 N
070 D010100 Y
070 D020100 N
070 E010100 Y
070 E020100 N
070 F010100 Y
070 F020100 Y
070 G010100 Y
070 G020100 N
070 H010100 Y
070 H020100 N
<PAGE> PAGE 12
070 I010100 Y
070 I020100 N
070 J010100 Y
070 J020100 Y
070 K010100 Y
070 K020100 N
070 L010100 Y
070 L020100 Y
070 M010100 Y
070 M020100 Y
070 N010100 Y
070 N020100 Y
070 O010100 N
070 O020100 N
070 P010100 Y
070 P020100 N
070 Q010100 N
070 Q020100 N
070 R010100 N
070 R020100 N
071 A000100 2411425
071 B000100 1194595
071 C000100 5388971
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<PAGE> PAGE 13
072BB000100 0
072CC010100 808698
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074 D000100 261983
074 E000100 93379
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074 X000100 393262
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010 A000201 BANKERS TRUST COMPANY
010 C010201 NEW YORK
010 C020201 NY
010 C030201 10006
028 A010200 0
028 A020200 0
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028 A040200 0
<PAGE> PAGE 14
028 B010200 0
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028 D010200 6744
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045 000200 Y
046 000200 N
047 000200 Y
048 000200 0.100
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<PAGE> PAGE 15
049 000200 N
050 000200 N
051 000200 N
052 000200 N
053 A000200 Y
054 A000200 Y
054 B000200 Y
054 C000200 Y
054 D000200 N
054 E000200 N
054 F000200 N
054 G000200 N
054 H000200 Y
054 I000200 N
054 J000200 Y
054 K000200 N
054 L000200 N
054 M000200 Y
054 N000200 N
054 O000200 Y
055 A000200 N
055 B000200 N
056 000200 Y
057 000200 N
058 A000200 N
059 000200 Y
060 A000200 Y
060 B000200 Y
061 000200 2500
066 A000200 Y
066 B000200 N
066 C000200 N
066 D000200 N
066 E000200 Y
066 F000200 N
066 G000200 N
067 000200 N
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069 000200 Y
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<PAGE> PAGE 16
072 H000200 0
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<PAGE> PAGE 17
074 S000200 0
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SIGNATURE THOMAS F. MCDONOUGH
TITLE SECRETARY
Coopers
& Lybrand
REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustees of Scudder Investment Trust and to
the Shareholders of Scudder Growth and Income Fund:
In planning and performing our audit of the financial statements and
financial highlights of Scudder Growth and Income Fund for the year ended
December 31, 1997, we considered its internal control, including controls over
safeguarding securities, in order to determine our auditing procedures for the
purpose of expressing our opinion on the financial statements and financial
highlights and to comply with the requirements of Form N-SAR, not to provide
assurance on internal control.
The management of Scudder Growth and Income Fund is responsible for
establishing and maintaining internal control. In fulfilling this
responsibility, estimates and judgments by management are required to assess the
expected benefits and related costs of controls. Generally, controls that are
relevant to an audit pertain to the entity's objective of preparing financial
statements and financial highlights for external purposes that are fairly
presented in conformity with generally accepted accounting principles. Those
controls include the safeguarding of assets against unauthorized acquisition,
use, or disposition.
Because of inherent limitations in internal control, errors or fraud may
occur and not be detected. Also, projection of any evaluation of internal
control to future periods is subject to the risk that it may become inadequate
because of changes in conditions or that the effectiveness of the design and
operation may deteriorate.
Our consideration of internal control would not necessarily disclose all
matters in internal control that might be material weaknesses under standards
established by the American Institute of Certified Public Accountants. A
material weakness is a condition in which the design or operation of any
specific internal control component does not reduce to a relatively low level
the risk that errors or fraud in amounts that would be material in relation to
the financial statements and financial highlights being audited may occur and
not be detected within a timely period by employees in the normal course of
performing their assigned functions. However, we noted no matters involving
internal control, including controls over safeguarding securities, that we
consider to be material weaknesses as defined above as of December 31, 1997.
This report is intended solely for the information and use of management of
Scudder Growth and Income Fund and the Securities and Exchange Commission.
/s/COOPERS & LYBRAND L.L.P.
Boston, Massachusetts COOPERS & LYBRAND L.L.P.
February 3, 1998
Scudder Investment Trust
Two International Place
Boston, Massachusetts 02110
December 31, 1997
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Scudder Growth and Income Fund
Ladies and Gentlemen:
Scudder Investment Trust (the "Trust") has been established as a
Massachusetts business trust to engage in the business of an investment company.
Pursuant to the Trust's Declaration of Trust, as amended from time-to-time (the
"Declaration"), the Board of Trustees has divided the Trust's shares of
beneficial interest, par value $.01 per share, (the "Shares") into separate
series, or funds, including Scudder Growth and Income Fund (the "Fund"). Series
may be abolished and dissolved, and additional series established, from time to
time by action of the Trustees.
The Trust, on behalf of the Fund, has selected you to act as the sole
investment manager of the Fund and to provide certain other services, as more
fully set forth below, and you have indicated that you are willing to act as
such investment manager and to perform such services under the terms and
conditions hereinafter set forth. Accordingly, the Trust on behalf of the Fund
agrees with you as follows:
1. Delivery of Documents. The Trust engages in the business of investing
and reinvesting the assets of the Fund in the manner and in accordance with the
investment objectives, policies and restrictions specified in the currently
effective Prospectus (the "Prospectus") and Statement of Additional Information
(the "SAI") relating to the Fund included in the Trust's Registration Statement
on Form N-1A, as amended from time to time, (the "Registration Statement") filed
by the Trust under the Investment Company Act of 1940, as amended, (the "1940
Act") and the Securities Act of 1933, as amended. Copies of the documents
referred to in the preceding sentence have been furnished to you by the Trust.
The Trust has also furnished you with copies properly certified or authenticated
of each of the following additional documents related to the Trust and the Fund:
(a) The Declaration dated November 3, 1987, as amended to date.
(b) By-Laws of the Trust as in effect on the date hereof (the "By-Laws").
(c) Resolutions of the Trustees of the Trust and the shareholders of the Fund
selecting you as investment manager and approving the form of this
Agreement.
<PAGE>
(d) Establishment and Designation of Series of Shares of Beneficial Interest
dated February 12, 1991 relating to the Fund.
The Trust will furnish you from time to time with copies, properly
certified or authenticated, of all amendments of or supplements, if any, to the
foregoing, including the Prospectus, the SAI and the Registration Statement.
2. Sublicense to Use the Scudder Trademarks. As exclusive licensee of the
rights to use and sublicense the use of the "Scudder," "Scudder Kemper
Investments, Inc." and "Scudder, Stevens & Clark, Inc." trademarks (together,
the "Scudder Marks"), you hereby grant the Trust a nonexclusive right and
sublicense to use (i) the "Scudder" name and mark as part of the Trust's name
(the "Fund Name"), and (ii) the Scudder Marks in connection with the Trust's
investment products and services, in each case only for so long as this
Agreement, any other investment management agreement between you and the Trust,
or any extension, renewal or amendment hereof or thereof remains in effect, and
only for so long as you are a licensee of the Scudder Marks, provided however,
that you agree to use your best efforts to maintain your license to use and
sublicense the Scudder Marks. The Trust agrees that it shall have no right to
sublicense or assign rights to use the Scudder Marks, shall acquire no interest
in the Scudder Marks other than the rights granted herein, that all of the
Trust's uses of the Scudder Marks shall inure to the benefit of Scudder Trust
Company as owner and licensor of the Scudder Marks (the "Trademark Owner"), and
that the Trust shall not challenge the validity of the Scudder Marks or the
Trademark Owner's ownership thereof. The Trust further agrees that all services
and products it offers in connection with the Scudder Marks shall meet
commercially reasonable standards of quality, as may be determined by you or the
Trademark Owner from time to time, provided that you acknowledge that the
services and products the Trust rendered during the one-year period preceding
the date of this Agreement are acceptable. At your reasonable request, the Trust
shall cooperate with you and the Trademark Owner and shall execute and deliver
any and all documents necessary to maintain and protect (including but not
limited to in connection with any trademark infringement action) the Scudder
Marks and/or enter the Trust as a registered user thereof. At such time as this
Agreement or any other investment management agreement shall no longer be in
effect between you (or your successor) and the Trust, or you no longer are a
licensee of the Scudder Marks, the Trust shall (to the extent that, and as soon
as, it lawfully can) cease to use the Fund Name or any other name indicating
that it is advised by, managed by or otherwise connected with you (or any
organization which shall have succeeded to your business as investment manager)
or the Trademark Owner. In no event shall the Trust use the Scudder Marks or any
other name or mark confusingly similar thereto (including, but not limited to,
any name or mark that includes the name "Scudder") if this Agreement or any
other investment advisory agreement between you (or your successor) and the Fund
is terminated.
3. Portfolio Management Services. As manager of the assets of the Fund,
you shall provide continuing investment management of the assets of the Fund in
accordance with the investment objectives, policies and restrictions set forth
in the Prospectus and SAI; the applicable provisions of the 1940 Act and the
Internal Revenue Code of 1986, as amended, (the "Code") relating to regulated
investment companies and all rules and regulations thereunder; and all other
applicable federal and state laws and regulations of which you have knowledge;
subject always to policies and instructions adopted by the Trust's Board of
Trustees. In connection therewith, you shall use reasonable efforts to manage
the Fund so that it will qualify as a regulated investment company under
Subchapter M of the Code and regulations issued thereunder. The Fund shall have
the benefit of the investment analysis and research, the review of current
economic conditions and trends and the consideration of long-range investment
policy generally available to your investment advisory clients. In managing the
Fund in accordance with the requirements set forth in this section 3, you shall
be entitled to receive and act upon advice of counsel to the Trust or counsel to
you. You shall also make available to the Trust promptly upon request all of the
Fund's investment records and
2
<PAGE>
ledgers as are necessary to assist the Trust in complying with the requirements
of the 1940 Act and other applicable laws. To the extent required by law, you
shall furnish to regulatory authorities having the requisite authority any
information or reports in connection with the services provided pursuant to this
Agreement which may be requested in order to ascertain whether the operations of
the Trust are being conducted in a manner consistent with applicable laws and
regulations.
You shall determine the securities, instruments, investments, currencies,
repurchase agreements, futures, options and other contracts relating to
investments to be purchased, sold or entered into by the Fund and place orders
with broker-dealers, foreign currency dealers, futures commission merchants or
others pursuant to your determinations and all in accordance with Fund policies
as expressed in the Registration Statement. You shall determine what portion of
the Fund's portfolio shall be invested in securities and other assets and what
portion, if any, should be held uninvested.
You shall furnish to the Trust's Board of Trustees periodic reports on the
investment performance of the Fund and on the performance of your obligations
pursuant to this Agreement, and you shall supply such additional reports and
information as the Trust's officers or Board of Trustees shall reasonably
request.
4. Administrative Services. In addition to the portfolio management
services specified above in section 3, you shall furnish at your expense for the
use of the Fund such office space and facilities in the United States as the
Fund may require for its reasonable needs, and you (or one or more of your
affiliates designated by you) shall render to the Trust administrative services
on behalf of the Fund necessary for operating as an open-end investment company
and not provided by persons not parties to this Agreement including, but not
limited to, preparing reports to and meeting materials for the Trust's Board of
Trustees and reports and notices to Fund shareholders; supervising, negotiating
contractual arrangements with, to the extent appropriate, and monitoring the
performance of, accounting agents, custodians, depositories, transfer agents and
pricing agents, accountants, attorneys, printers, underwriters, brokers and
dealers, insurers and other persons in any capacity deemed to be necessary or
desirable to Fund operations; preparing and making filings with the Securities
and Exchange Commission (the "SEC") and other regulatory and self-regulatory
organizations, including, but not limited to, preliminary and definitive proxy
materials, post-effective amendments to the Registration Statement, semi-annual
reports on Form N-SAR and notices pursuant to Rule 24f-2 under the 1940 Act;
overseeing the tabulation of proxies by the Fund's transfer agent; assisting in
the preparation and filing of the Fund's federal, state and local tax returns;
preparing and filing the Fund's federal excise tax return pursuant to Section
4982 of the Code; providing assistance with investor and public relations
matters; monitoring the valuation of portfolio securities and the calculation of
net asset value; monitoring the registration of Shares of the Fund under
applicable federal and state securities laws; maintaining or causing to be
maintained for the Fund all books, records and reports and any other information
required under the 1940 Act, to the extent that such books, records and reports
and other information are not maintained by the Fund's custodian or other agents
of the Fund; assisting in establishing the accounting policies of the Fund;
assisting in the resolution of accounting issues that may arise with respect to
the Fund's operations and consulting with the Fund's independent accountants,
legal counsel and the Fund's other agents as necessary in connection therewith;
establishing and monitoring the Fund's operating expense budgets; reviewing the
Fund's bills; processing the payment of bills that have been approved by an
authorized person; assisting the Fund in determining the amount of dividends and
distributions available to be paid by the Fund to its shareholders, preparing
and arranging for the printing of dividend notices to shareholders, and
providing the transfer and dividend paying agent, the custodian, and the
accounting agent with such information as is required for such parties to effect
the payment of dividends and distributions; and otherwise assisting the Trust as
it may reasonably request in the conduct of the Fund's business, subject to the
direction and control of the Trust's Board of Trustees.
3
<PAGE>
Nothing in this Agreement shall be deemed to shift to you or to diminish the
obligations of any agent of the Fund or any other person not a party to this
Agreement which is obligated to provide services to the Fund.
5. Allocation of Charges and Expenses. Except as otherwise specifically
provided in this section 5, you shall pay the compensation and expenses of all
Trustees, officers and executive employees of the Trust (including the Fund's
share of payroll taxes) who are affiliated persons of you, and you shall make
available, without expense to the Fund, the services of such of your directors,
officers and employees as may duly be elected officers of the Trust, subject to
their individual consent to serve and to any limitations imposed by law. You
shall provide at your expense the portfolio management services described in
section 3 hereof and the administrative services described in section 4 hereof.
You shall not be required to pay any expenses of the Fund other than those
specifically allocated to you in this section 5. In particular, but without
limiting the generality of the foregoing, you shall not be responsible, except
to the extent of the reasonable compensation of such of the Fund's Trustees and
officers as are directors, officers or employees of you whose services may be
involved, for the following expenses of the Fund: organization expenses of the
Fund (including out-of-pocket expenses, but not including your overhead or
employee costs); fees payable to you and to any other Fund advisors or
consultants; legal expenses; auditing and accounting expenses; maintenance of
books and records which are required to be maintained by the Fund's custodian or
other agents of the Trust; telephone, telex, facsimile, postage and other
communications expenses; taxes and governmental fees; fees, dues and expenses
incurred by the Fund in connection with membership in investment company trade
organizations; fees and expenses of the Fund's accounting agent, custodians,
subcustodians, transfer agents, dividend disbursing agents and registrars;
payment for portfolio pricing or valuation services to pricing agents,
accountants, bankers and other specialists, if any; expenses of preparing share
certificates and, except as provided below in this section 5, other expenses in
connection with the issuance, offering, distribution, sale, redemption or
repurchase of securities issued by the Fund; expenses relating to investor and
public relations; expenses and fees of registering or qualifying Shares of the
Fund for sale; interest charges, bond premiums and other insurance expense;
freight, insurance and other charges in connection with the shipment of the
Fund's portfolio securities; the compensation and all expenses (specifically
including travel expenses relating to Trust business) of Trustees, officers and
employees of the Trust who are not affiliated persons of you; brokerage
commissions or other costs of acquiring or disposing of any portfolio securities
of the Fund; expenses of printing and distributing reports, notices and
dividends to shareholders; expenses of printing and mailing Prospectuses and
SAIs of the Fund and supplements thereto; costs of stationery; any litigation
expenses; indemnification of Trustees and officers of the Trust; costs of
shareholders' and other meetings; and travel expenses (or an appropriate portion
thereof) of Trustees and officers of the Trust who are directors, officers or
employees of you to the extent that such expenses relate to attendance at
meetings of the Board of Trustees of the Trust or any committees thereof or
advisors thereto held outside of Boston, Massachusetts or New York, New York.
You shall not be required to pay expenses of any activity which is
primarily intended to result in sales of Shares of the Fund if and to the extent
that (i) such expenses are required to be borne by a principal underwriter which
acts as the distributor of the Fund's Shares pursuant to an underwriting
agreement which provides that the underwriter shall assume some or all of such
expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in
conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some
other party) shall assume some or all of such expenses. You shall be required to
pay such of the foregoing sales expenses as are not required to be paid by the
principal underwriter pursuant to the underwriting agreement or are not
permitted to be paid by the Fund (or some other party) pursuant to such a plan.
4
<PAGE>
6. Management Fee. For all services to be rendered, payments to be made
and costs to be assumed by you as provided in sections 3, 4 and 5 hereof, the
Trust on behalf of the Fund shall pay you in United States Dollars on the last
day of each month the unpaid balance of a fee equal to the excess of 1/12 of
0.60 of 1 percent of the average daily net assets as defined below of the Fund
for such month; provided that, for any calendar month during which the average
of such values exceeds $500 million, the fee payable for that month based on the
portion of the average of such values in excess of $500 million shall be 1/12 of
0.55 of 1 percent of such portion; and provided that, for any calendar month
during which the average of such values exceeds $1 billion the fee payable for
that month based on the portion of the average of such values in excess of $1
billion shall be 1/12 of 0.50 of 1 percent of such portion; provided that, for
any calendar month during which the average of such values exceeds $1.5 billion,
the fee payable for that month based on the portion of the average of such
values in excess of $1.5 billion shall be 1/12 of 0.475 of 1 percent of such
portion; and provided that, for any calendar month during which the average of
such values exceeds $2 billion, the fee payable for that month based on the
portion of the average of such values in excess of $2 billion shall be 1/12 of
0.45 of 1 percent of such portion; provided that, for any calendar month during
which the average of such values exceeds $3 billion, the fee payable for that
month based on the portion of the average of such values in excess of $3 billion
shall be 1/12 of 0.425 of 1 percent of such portion; and provided that, for any
calendar month during which the average of such values exceeds $4.5 billion, the
fee payable for that month based on the portion of the average of such values in
excess of $4.5 billion shall be 1/12 of 0.405 of 1 percent of such portion over
any compensation waived by you from time to time (as more fully described
below). You shall be entitled to receive during any month such interim payments
of your fee hereunder as you shall request, provided that no such payment shall
exceed 75 percent of the amount of your fee then accrued on the books of the
Fund and unpaid.
The "average daily net assets" of the Fund shall mean the average of the
values placed on the Fund's net assets as of 4:00 p.m. (New York time) on each
day on which the net asset value of the Fund is determined consistent with the
provisions of Rule 22c-1 under the 1940 Act or, if the Fund lawfully determines
the value of its net assets as of some other time on each business day, as of
such time. The value of the net assets of the Fund shall always be determined
pursuant to the applicable provisions of the Declaration and the Registration
Statement. If the determination of net asset value does not take place for any
particular day, then for the purposes of this section 6, the value of the net
assets of the Fund as last determined shall be deemed to be the value of its net
assets as of 4:00 p.m. (New York time), or as of such other time as the value of
the net assets of the Fund's portfolio may be lawfully determined on that day.
If the Fund determines the value of the net assets of its portfolio more than
once on any day, then the last such determination thereof on that day shall be
deemed to be the sole determination thereof on that day for the purposes of this
section 6.
You may waive all or a portion of your fees provided for hereunder and
such waiver shall be treated as a reduction in purchase price of your services.
You shall be contractually bound hereunder by the terms of any publicly
announced waiver of your fee, or any limitation of the Fund's expenses, as if
such waiver or limitation were fully set forth herein.
7. Avoidance of Inconsistent Position; Services Not Exclusive. In
connection with purchases or sales of portfolio securities and other investments
for the account of the Fund, neither you nor any of your directors, officers or
employees shall act as a principal or agent or receive any commission. You or
your agent shall arrange for the placing of all orders for the purchase and sale
of portfolio securities and other investments for the Fund's account with
brokers or dealers selected by you in accordance with Fund policies as expressed
in the Registration Statement. If any occasion should arise in which you give
any
5
<PAGE>
advice to clients of yours concerning the Shares of the Fund, you shall act
solely as investment counsel for such clients and not in any way on behalf of
the Fund.
Your services to the Fund pursuant to this Agreement are not to be deemed
to be exclusive and it is understood that you may render investment advice,
management and services to others. In acting under this Agreement, you shall be
an independent contractor and not an agent of the Trust. Whenever the Fund and
one or more other accounts or investment companies advised by the Manager have
available funds for investment, investments suitable and appropriate for each
shall be allocated in accordance with procedures believed by the Manager to be
equitable to each entity. Similarly, opportunities to sell securities shall be
allocated in a manner believed by the Manager to be equitable. The Fund
recognizes that in some cases this procedure may adversely affect the size of
the position that may be acquired or disposed of for the Fund.
8. Limitation of Liability of Manager. As an inducement to your
undertaking to render services pursuant to this Agreement, the Trust agrees that
you shall not be liable under this Agreement for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates, provided that nothing in this Agreement
shall be deemed to protect or purport to protect you against any liability to
the Trust, the Fund or its shareholders to which you would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence in the
performance of your duties, or by reason of your reckless disregard of your
obligations and duties hereunder. Any person, even though also employed by you,
who may be or become an employee of and paid by the Fund shall be deemed, when
acting within the scope of his or her employment by the Fund, to be acting in
such employment solely for the Fund and not as your employee or agent.
9. Duration and Termination of This Agreement. This Agreement shall remain
in force until September 30, 1998, and continue in force from year to year
thereafter, but only so long as such continuance is specifically approved at
least annually (a) by the vote of a majority of the Trustees who are not parties
to this Agreement or interested persons of any party to this Agreement, cast in
person at a meeting called for the purpose of voting on such approval, and (b)
by the Trustees of the Trust, or by the vote of a majority of the outstanding
voting securities of the Fund. The aforesaid requirement that continuance of
this Agreement be "specifically approved at least annually" shall be construed
in a manner consistent with the 1940 Act and the rules and regulations
thereunder and any applicable SEC exemptive order therefrom.
This Agreement may be terminated with respect to the Fund at any time,
without the payment of any penalty, by the vote of a majority of the outstanding
voting securities of the Fund or by the Trust's Board of Trustees on 60 days'
written notice to you, or by you on 60 days' written notice to the Trust. This
Agreement shall terminate automatically in the event of its assignment.
10. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought, and no amendment of this Agreement shall be
effective until approved in a manner consistent with the 1940 Act and rules and
regulations thereunder and any applicable SEC exemptive order therefrom.
11. Limitation of Liability for Claims. The Declaration, a copy of which,
together with all amendments thereto, is on file in the Office of the Secretary
of the Commonwealth of Massachusetts,
6
<PAGE>
provides that the name "Scudder Investment Trust" refers to the Trustees under
the Declaration collectively as Trustees and not as individuals or personally,
and that no shareholder of the Fund, or Trustee, officer, employee or agent of
the Trust, shall be subject to claims against or obligations of the Trust or of
the Fund to any extent whatsoever, but that the Trust estate only shall be
liable.
You are hereby expressly put on notice of the limitation of liability as
set forth in the Declaration and you agree that the obligations assumed by the
Trust on behalf of the Fund pursuant to this Agreement shall be limited in all
cases to the Fund and its assets, and you shall not seek satisfaction of any
such obligation from the shareholders or any shareholder of the Fund or any
other series of the Trust, or from any Trustee, officer, employee or agent of
the Trust. You understand that the rights and obligations of each Fund, or
series, under the Declaration are separate and distinct from those of any and
all other series.
12. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
In interpreting the provisions of this Agreement, the definitions
contained in Section 2(a) of the 1940 Act (particularly the definitions of
"affiliated person," "assignment" and "majority of the outstanding voting
securities"), as from time to time amended, shall be applied, subject, however,
to such exemptions as may be granted by the SEC by any rule, regulation or
order.
This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts, provided that nothing herein shall be construed
in a manner inconsistent with the 1940 Act, or in a manner which would cause the
Fund to fail to comply with the requirements of Subchapter M of the Code.
This Agreement shall supersede all prior investment advisory or management
agreements entered into between you and the Trust on behalf of the Fund.
If you are in agreement with the foregoing, please execute the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Trust, whereupon this letter shall become a binding contract
effective as of the date of this Agreement.
Yours very truly,
SCUDDER INVESTMENT TRUST, on behalf
of
Scudder Growth and Income Fund
By: ______________________________
President
7
<PAGE>
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS, INC.
By: ______________________________
Managing Director
8
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the Growth
And Income Fund Annual Report for the fiscal year ended 12/31/97 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>1
<NAME>Scudder Growth and Income Fund
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 4,912,645,936
<INVESTMENTS-AT-VALUE> 6,838,494,675
<RECEIVABLES> 39,463,434
<ASSETS-OTHER> 62,132
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 6,878,020,241
<PAYABLE-FOR-SECURITIES> 30,994,705
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 13,441,414
<TOTAL-LIABILITIES> 44,436,119
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4,835,599,652
<SHARES-COMMON-STOCK> 250,081,688
<SHARES-COMMON-PRIOR> 180,244,068
<ACCUMULATED-NII-CURRENT> 1,931,073
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 70,232,393
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,925,821,004
<NET-ASSETS> 6,833,584,122
<DIVIDEND-INCOME> 152,273,975
<INTEREST-INCOME> 20,259,034
<OTHER-INCOME> 0
<EXPENSES-NET> 42,573,664
<NET-INVESTMENT-INCOME> 129,959,345
<REALIZED-GAINS-CURRENT> 491,947,652
<APPREC-INCREASE-CURRENT> 808,698,122
<NET-CHANGE-FROM-OPS> 1,430,605,119
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (126,973,242)
<DISTRIBUTIONS-OF-GAINS> (499,553,699)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 84,125,982
<NUMBER-OF-SHARES-REDEEMED> (36,345,585)
<SHARES-REINVESTED> 22,057,223
<NET-CHANGE-IN-ASSETS> 2,647,102,917
<ACCUMULATED-NII-PRIOR> 6,401,797
<ACCUMULATED-GAINS-PRIOR> 70,381,341
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 26,072,293
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 5,629,783,423
<PER-SHARE-NAV-BEGIN> 23.23
<PER-SHARE-NII> 0.62
<PER-SHARE-GAIN-APPREC> 6.26
<PER-SHARE-DIVIDEND> (0.58)
<PER-SHARE-DISTRIBUTIONS> (2.20)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 27.33
<EXPENSE-RATIO> 0.76
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
Shareholder Meeting Results
A Special Meeting of Shareholders (the "Meeting") of Scudder Growth and Income
Fund (the "Fund") was held on October 24, 1997, at the office of Scudder Kemper
Investments, Inc. (formerly Scudder, Stevens & Clark, Inc.), Two International
Place, Boston, Massachusetts 02110. At the Meeting, as adjourned and reconvened,
the following matters were voted upon by the shareholders (the resulting votes
for each matter are presented below). With regard to certain proposals, it was
recommended that the Meeting be reconvened in order to provide shareholders with
an additional opportunity to return their proxies. The date of the reconvened
meeting at which the matters were decided is noted after the proposed matter.
1. To approve the new Investment Management Agreement between the Fund and
Scudder Kemper Investments, Inc.
Number of Votes:
----------------
For Against Abstain Broker Non-Votes*
--- ------- ------- -----------------
114,362,502 4,718,851 3,418,684 5,962,317
2. To elect Trustees.
Number of Votes:
----------------
Trustee For Withheld
------- --- --------
Henry P. Becton, Jr. 118,701,742 3,798,295
Dawn-Marie Driscoll 118,685,587 3,814,450
Peter B. Freeman 118,669,156 3,830,881
George M. Lovejoy, Jr. 118,687,298 3,812,739
Dr. Wesley W. Marple, Jr. 118,705,297 3,794,740
Daniel Pierce 118,709,012 3,791,025
Kathryn L. Quirk 118,612,723 3,887,314
Jean C. Tempel 118,699,665 3,800,372
3. To approve the Board's discretionary authority to convert the Fund to a
master/feeder fund structure through a sale or transfer of assets or
otherwise. (Approved on December 2, 1997.)
Number of Votes:
----------------
For Against Abstain Broker Non-Votes*
--- ------- ------- -----------------
123,316,265 11,355,389 7,682,785 248,061
30 - Scudder Growth and Income Fund
<PAGE>
4. To approve certain amendments to the Declaration of Trust. Sufficient
proxies had not been received by December 2, 1997 to approve the
amendments to the Declaration of Trust. Management has determined not to
continue to seek shareholder approval for this item.
Number of Votes:
----------------
For Against Abstain Broker Non-Votes*
--- ------- ------- -----------------
125,439,639 9,537,814 7,625,047 0
5. To approve the revision of certain fundamental investment policies.
<TABLE>
<CAPTION>
Number of Votes:
----------------
Broker
Fundamental Policies For Against Abstain Non-Votes*
-------------------- --- ------- ------- ---------
<S> <C> <C> <C> <C>
5.1 Diversification 102,323,047 7,289,769 6,924,904 5,962,317
5.2 Borrowing 101,558,540 8,011,062 6,968,118 5,962,317
5.3 Senior securities 102,071,234 7,503,754 6,962,732 5,962,317
5.4 Concentration 102,092,863 7,486,775 6,958,082 5,962,317
5.5 Underwriting of securities 102,186,604 6,350,308 8,000,808 5,962,317
5.6 Investment in real estate 100,001,983 6,438,760 10,096,977 5,962,317
5.7 Purchase of physical 99,745,061 6,691,104 10,101,555 5,962,317
commodities
5.8 Lending 99,910,539 6,518,743 10,108,438 5,962,317
</TABLE>
6. To ratify the selection of Coopers & Lybrand L.L.P. as the Fund's independent
accountants.
Number of Votes:
----------------
For Against Abstain
--- ------- -------
113,749,148 2,052,180 6,698,709
* Broker non-votes are proxies received by the Fund from brokers or nominees
when the broker or nominee neither has received instructions from the
beneficial owner or other persons entitled to vote nor has discretionary power
to vote on a particular matter.
31 - Scudder Growth and Income Fund
<TABLE> <S> <C>
<ARTICLE>6
<LEGEND>
This schedule contains summary financial information extracted from the S & P
500 Fund Annual Report for the fiscal year ended 12/31/97 and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 2
<NAME> Scudder S&P 500 Fund
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> AUG-29-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 16,027,211
<INVESTMENTS-AT-VALUE> 16,453,695
<RECEIVABLES> 451,143
<ASSETS-OTHER> 27,471
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 16,932,309
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 20,033
<TOTAL-LIABILITIES> 20,033
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 16,503,520
<SHARES-COMMON-STOCK> 1,307,405
<SHARES-COMMON-PRIOR> 100
<ACCUMULATED-NII-CURRENT> 1,046
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 142,842
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 264,868
<NET-ASSETS> 16,912,276
<DIVIDEND-INCOME> 48,852
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 9,205
<NET-INVESTMENT-INCOME> 39,647
<REALIZED-GAINS-CURRENT> 142,842
<APPREC-INCREASE-CURRENT> 264,868
<NET-CHANGE-FROM-OPS> 447,357
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (74,511)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,431,700
<NUMBER-OF-SHARES-REDEEMED> (130,071)
<SHARES-REINVESTED> 5,676
<NET-CHANGE-IN-ASSETS> 16,911,076
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,934
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 125,209
<AVERAGE-NET-ASSETS> 8,565,996
<PER-SHARE-NAV-BEGIN> 12.00
<PER-SHARE-NII> 0.06
<PER-SHARE-GAIN-APPREC> 0.94
<PER-SHARE-DIVIDEND> (0.06)
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 12.94
<EXPENSE-RATIO> 0.40
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
Coopers
& Lybrand
REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustees of Scudder Investment Trust and to
the Shareholders of Scudder S&P 500 Index Fund:
In planning and performing our audit of the financial statements and
financial highlights of Scudder S&P 500 Index Fund (one of the Funds comprising
Scudder Investment Trust) for the year ended December 31, 1997, we considered
its internal control, including controls over safeguarding securities, in order
to determine our auditing procedures for the purpose of expressing our opinion
on the financial statements and financial highlights and to comply with the
requirements of Form N-SAR, not to provide assurance on internal control.
The management of Scudder Investment Trust is responsible for establishing
and maintaining internal control. In fulfilling this responsibility, estimates
and judgments by management are required to assess the expected benefits and
related costs of controls. Generally, controls that are relevant to an audit
pertain to the entity's objective of preparing financial statements and
financial highlights for external purposes that are fairly presented in
conformity with generally accepted accounting principles. Those controls include
the safeguarding of assets against unauthorized acquisition, use, or
disposition.
Because of inherent limitations in internal control, errors or fraud may
occur and not be detected. Also, projection of any evaluation of internal
control to future periods is subject to the risk that it may become inadequate
because of changes in conditions or that the effectiveness of the design and
operation may deteriorate.
Our consideration of internal control would not necessarily disclose all
matters in internal control that might be material weaknesses under standards
established by the American Institute of Certified Public Accountants. A
material weakness is a condition in which the design or operation of any
specific internal control component does not reduce to a relatively low level
the risk that errors or fraud in amounts that would be material in relation to
the financial statements and financial highlights being audited may occur and
not be detected within a timely period by employees in the normal course of
performing their assigned functions. However, we noted no matters involving
internal control, including controls over safeguarding securities, that we
consider to be material weaknesses as defined above as of December 31, 1997.
This report is intended solely for the information and use of management
and the Securities and Exchange Commission.
/s/COOPERS & LYBRAND L.L.P.
Kansas City, Missouri COOPERS & LYBRAND L.L.P.
February 13, 1998
