<PAGE> PAGE 1
000 A000000 02/28/98
000 C000000 088064
000 D000000 N
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000 F000000 Y
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000 J000000 U
001 A000000 SCUDDER INVESTMENT TRUST
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002 A000000 TWO INTERNATIONAL PLACE
002 B000000 BOSTON
002 C000000 MA
002 D010000 02110
002 D020000 4103
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007 C010300 3
007 C020300 SCUDDER CLASSIC GROWTH FUND
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010 A00AA01 SCUDDER FUND ACCOUNTING CORPORATION
010 C01AA01 BOSTON
010 C02AA01 MA
010 C03AA01 02110
014 A00AA01 SCUDDER INVESTOR SERVICES, INC.
014 B00AA01 8-298
014 A00AA02 KEMPER DISTRIBUTORS, INC.
014 B00AA02 8-47765
014 A00AA03 GRUNTAL SECURITIES, INC.
<PAGE> PAGE 2
014 B00AA03 8-31022
014 A00AA04 THE GMS GROUP, INC.
014 B00AA04 8-23936
014 A00AA05 ZURICH CAPITAL MARKETS
014 B00AA05 8-49827
014 A00AA06 BANK HANDLOWY
014 B00AA06 8-24613
015 A00AA01 STATE STREET BANK AND TRUST COMPANY
015 B00AA01 C
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015 E01AA01 X
015 A00AA02 CITIBANK, N.A.
015 B00AA02 S
015 C01AA02 BUENOS AIRES
015 D01AA02 ARGENTINA
015 E04AA02 X
015 A00AA03 WESTPAC BANKING CORPORATION
015 B00AA03 S
015 C01AA03 SIDNEY
015 D01AA03 AUSTRALIA
015 E04AA03 X
015 A00AA04 GIROCREDIT BANK AKTIENGESELLSCHAFT DER SPARKA
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015 C01AA04 VIENNA
015 D01AA04 AUSTRIA
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015 B00AA05 S
015 C01AA05 BRUSSELS
015 D01AA05 BELGIUM
015 E04AA05 X
015 A00AA06 BANKBOSTON, N.A.
015 B00AA06 S
015 C01AA06 SAO PAULO
015 D01AA06 BRAZIL
015 E04AA06 X
015 A00AA07 CANADA TRUSTCO MORTGAGE COMPANY
015 B00AA07 S
015 C01AA07 TORONTO
015 D01AA07 CANADA
015 E04AA07 X
015 A00AA08 CITIBANK, N.A.
015 B00AA08 S
015 C01AA08 SANTIAGO
015 D01AA08 CHILE
015 E04AA08 X
015 A00AA09 CITITRUST COLOMBIA S.A. SOCIEDAD FIDUCIARIA
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015 C01AA09 BOGOTA
<PAGE> PAGE 3
015 D01AA09 COLOMBIA
015 E04AA09 X
015 A00AA10 DEN DANSKE BANK
015 B00AA10 S
015 C01AA10 COPENHAGEN
015 D01AA10 DENMARK
015 E04AA10 X
015 A00AA11 MERITA BANK LIMITED
015 B00AA11 S
015 C01AA11 HELSINKI
015 D01AA11 FINLAND
015 E04AA11 X
015 A00AA12 BANQUE PARIBAS
015 B00AA12 S
015 C01AA12 PARIS
015 D01AA12 FRANCE
015 E04AA12 X
015 A00AA13 DRESDNER BANK AG
015 B00AA13 S
015 C01AA13 FRANKFURT
015 D01AA13 GERMANY
015 E04AA13 X
015 A00AA14 NATIONAL BANK OF GREECE
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015 C01AA14 ATHENS
015 D01AA14 GREECE
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015 A00AA15 STANDARD CHARTERED BANK
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015 C01AA15 HONG KONG
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015 A00AA16 DEUTSCHE BANK AG
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015 C01AA17 JAKARTA
015 D01AA17 INDONESIA
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015 A00AA18 BANK OF IRELAND
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015 C01AA19 MILAN
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<PAGE> PAGE 4
015 E04AA19 X
015 A00AA20 THE FUJI BANK, LIMITED
015 B00AA20 S
015 C01AA20 TOKYO
015 D01AA20 JAPAN
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015 D01AA24 NETHERLANDS
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015 C01AA25 WELLINGTON
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015 C01AA29 LISBON
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<PAGE> PAGE 5
015 A00AA30 THE DEVELOPMENT BANK OF SINGAPORE, LTD.
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015 D01AA33 SWEDEN
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015 D01AA35 TAIWAN
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<PAGE> PAGE 6
015 B00AA40 S
015 C01AA40 CARACAS
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015 A00AA41 THE HONG KONG & SHANGHAI BANKING CO. LTD
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015 E04AA41 X
015 A00AA42 STANDARD CHARTERED BANK
015 B00AA42 S
015 C01AA42 DHAKA
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015 A00AA43 BARCLAYS BANK OF BOTSWANA LIMITED
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015 C01AA43 GABORONE
015 D01AA43 BOTSWANA
015 E04AA43 X
015 A00AA44 BARCLAYS BANK PLC
015 B00AA44 S
015 C01AA44 NICOSIA
015 D01AA44 CYPRUS
015 E04AA44 X
015 A00AA45 CESKOSLOVENSKA OBCHODNI BANKA A.S.
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015 C01AA45 PRAGUE
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015 A00AA47 CITIBANK BUDAPEST RT.
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015 D01AA48 ISRAEL
015 E04AA48 X
015 A00AA49 BARCLAYS BANK OF KENYA LIMITED
015 B00AA49 S
015 C01AA49 NAIROBI
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015 E04AA49 X
015 A00AA50 CITIBANK N.A.
015 B00AA50 S
<PAGE> PAGE 7
015 C01AA50 LIMA
015 D01AA50 PERU
015 E04AA50 X
015 A00AA51 CITIBANK POLAND S.A.
015 B00AA51 S
015 C01AA51 WARSAW
015 D01AA51 POLAND
015 E04AA51 X
015 A00AA52 STANDARD BANK OF SOUTH AFRICA LIMITED
015 B00AA52 S
015 C01AA52 JOHANNESBURG
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015 E04AA52 X
015 A00AA53 BARCLAYS BANK OF SWAZILAND LIMITED
015 B00AA53 S
015 C01AA53 SWAZILAND
015 D01AA53 SWAZILAND
015 E04AA53 X
015 A00AA54 STATE STREET LONDON LIMITED
015 B00AA54 S
015 C01AA54 LONDON
015 D01AA54 UNITED KINGDOM
015 E04AA54 X
015 A00AA55 BARCLAYS BANK OF ZAMBIA LIMITED
015 B00AA55 S
015 C01AA55 LUSAKA
015 D01AA55 ZAMBIA
015 E04AA55 X
015 A00AA56 BARCLAYS BANK OF ZIMBABWE LIMITED
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015 A00AA57 CESKOSLOVENSKA OBCHODNA BANKA A.S.
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018 00AA00 Y
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<PAGE> PAGE 8
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<PAGE> PAGE 9
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<PAGE> PAGE 10
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<PAGE> PAGE 11
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<PAGE> PAGE 12
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<PAGE> PAGE 13
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SIGNATURE THOMAS F. MCDONOUGH
TITLE SECRETARY
Shareholder Meeting Results
A Special Meeting of Shareholders (the "Meeting") of Scudder Classic Growth 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*
--- ------- ------- -----------------
2,463,534 34,189 22,202 54,304
2. To elect Trustees.
Number of Votes:
----------------
Trustee For Withheld
------- --- --------
Henry P. Becton, Jr. 2,485,385 34,540
Dawn-Marie Driscoll 2,485,218 34,707
Peter B. Freeman 2,485,240 34,685
George M. Lovejoy, Jr. 2,484,263 35,662
Dr. Wesley W. Marple, Jr. 2,485,279 34,646
Daniel Pierce 2,485,385 34,540
Kathryn L. Quirk 2,484,540 35,385
Jean C. Tempel 2,485,246 34,679
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.
Number of Votes:
----------------
For Against Abstain Broker Non-Votes*
--- ------- ------- -----------------
2,361,561 72,290 31,771 54,303
21 - Scudder Classic Growth 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*
--- ------- ------- -----------------
2,414,407 45,077 29,327 53,346
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 2,379,989 50,466 35,165 54,305
5.2 Borrowing 2,378,927 51,529 35,165 54,304
5.3 Senior securities 2,379,454 51,002 35,165 54,304
5.4 Concentration 2,379,331 51,125 35,165 54,304
5.5 Underwriting of securities 2,379,879 39,319 46,423 54,304
5.6 Investment in real estate 2,379,005 40,193 46,423 54,304
5.7 Purchase of physical 2,379,004 40,306 46,311 54,304
commodities
5.8 Lending 2,379,987 39,323 46,311 54,304
</TABLE>
6. To ratify the selection of Coopers & Lybrand L.L.P. as the Fund's independent
accountants.
Number of Votes:
----------------
For Against Abstain
--- ------- -------
2,468,134 18,579 33,212
* 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.
22 - Scudder Classic Growth Fund
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 Classic Growth 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 Classic Growth 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 June 7, 1996.
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 ledgers as are necessary to assist the Trust in
complying with the requirements of the 1940 Act and other
2
<PAGE>
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 0.70 of 1
percent of the average daily net assets as defined below of the Fund for such
month 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 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.
5
<PAGE>
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, 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.
6
<PAGE>
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 Classic Growth Fund
By: /s/Daniel Pierce
-------------------------------------
President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS, INC.
By: /s/Stephen R. Beckwith
-------------------------------------
Managing Director
7
SCUDDER INVESTMENT TRUST
Amended and Restated
Establishment and Designation of Series
of Shares of Beneficial Interest, $.01 Par Value Per Share
The undersigned, being a majority of the duly elected and qualified
Trustees of Scudder Investment Trust, a Massachusetts business trust (the
"Trust"), acting pursuant to Section 5.11 of the Amended and Restated
Declaration of Trust dated November 3, 1987, as amended (the "Declaration of
Trust"), having heretofore divided the shares of beneficial interest, $.01 par
value per share, of the Trust ("Shares") into separate series (each individually
a "Fund" or collectively the "Funds"), hereby establish and designate one or
more additional Funds, each Fund to have the following designations and special
and relative rights:
1. The Funds heretofore designated are as follows:
Scudder Growth and Income Fund
Scudder Large Company Growth Fund
Scudder Classic Growth Fund
Scudder S&P 500 Index Fund
2. The additional Fund designated hereby is as follows:
Scudder Real Estate Investment Fund
3. Each Fund shall consist of an unlimited number of Shares. Each Fund
shall be authorized to hold cash and invest in securities and instruments and
use investment techniques as described in the Trust's registration statement
under the Securities Act of 1933, as amended from time to time. Each Share of
each Fund shall be redeemable as provided in the Declaration of Trust, shall be
entitled to one vote (or fraction thereof in respect of a fractional share) on
matters on which shares of that Fund shall be entitled to vote and shall
represent a pro rata beneficial interest in the assets allocated to that Fund.
The proceeds of sales of Shares of a Fund, together with any income and gain
thereon, less any diminution or expenses thereof, shall irrevocably belong to
that Fund, unless otherwise required by law. Each Share of a Fund shall be
entitled to receive its pro rata share of the net assets of that Fund upon
liquidation of that Fund. Upon redemption of a Shareholder's Shares or
indemnification for liabilities incurred by reason of a Shareholder's being or
having been a shareholder of the Fund, or the entry of a final judgment in favor
of a Shareholder by reason of being or having been a Shareholder of the Fund,
such Shareholder shall be paid solely out of the property of the Fund.
4. Shareholders of the Trust shall vote together on any matter, except
to the extent otherwise required by the Investment Company Act of 1940, as
amended (the "1940 Act"), or when the Trustees have determined that the matter
affects only the interest of Shareholders of one or more Funds, in which case
only the Shareholders of such Fund or Funds shall be entitled to vote thereon.
Unless otherwise determined by the Trustees, any matter shall be deemed to have
been effectively acted upon with respect to the Fund if acted upon as provided
in Rule 18f-2
<PAGE>
under the 1940 Act or any successor rule and in the Declaration of Trust. The
Trustees may, in conjunction with the establishment of any additional series or
class of shares of the Trust, establish or reserve the right to establish
conditions under which the several series or classes shall have separate voting
rights or no voting rights.
5. The Shares of the various Funds outstanding, and the assets and
liabilities of such Funds shown on the books of the Trust, as of the close of
business on the date hereof shall be unaffected by this instrument.
6. After the close of business on the date hereof, the assets and
liabilities of the Trust shall be allocated among the Funds as set forth in
Section 5.11 of the Declaration of Trust, except as provided below.
(a) Costs incurred by the Trust on behalf of Scudder Real Estate
Investment Fund in connection with the organization and
registration of shares of such Fund shall be amortized by such
Fund over the five-year period beginning with the month the Fund
commences operations, unless otherwise required by applicable law
or generally accepted accounting principles.
(b) The liabilities, expenses, costs, charges or reserves of the
Trust which are not readily identifiable as belonging to any
particular Fund shall be allocated among the Funds on the basis
of their relative average daily net assets.
(c) The Trustees may from time to time in particular cases make
specific allocations of assets or liabilities among the Funds.
7. The Trustees (including any successor Trustees) shall have the
right at any time and from time to time to reallocate assets and expenses or to
change the designation of any Fund now or hereafter created, or to otherwise
change the special and relative rights of any such Fund provided that such
change shall not adversely affect the rights of Shareholders of a Fund.
The foregoing shall be effective upon execution.
/s/Henry P. Becton, Jr.
- --------------------------------
Henry P. Becton, Jr., as Trustee
/s/Dawn-Marie Driscoll
- --------------------------------
Dawn-Marie Driscoll, as Trustee
/s/Peter B. Freeman
- --------------------------------
Peter B. Freeman, as Trustee
/s/George M. Lovejoy, Jr.
- --------------------------------
George M. Lovejoy, Jr., as Trustee
/s/Wesley W. Marple, Jr.
- --------------------------------
Wesley W. Marple, Jr., as Trustee
/s/Daniel Pierce
- --------------------------------
Daniel Pierce, as Trustee
/s/Kathryn L. Quirk
- --------------------------------
Kathryn L. Quirk, as Trustee
/s/Jean C. Tempel
- --------------------------------
Jean C. Tempel, as Trustee
Dated: December 9, 1997
<TABLE> <S> <C>
<ARTICLE>6
<LEGEND>
This schedule contains summary financial information extracted from the Scudder
Classic Growth Fund Annual Report for the six months ended 2/28/98 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 3
<NAME> SCUDDER CLASSIC GROWTH FUND
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-START> SEP-01-1997
<PERIOD-END> FEB-28-1998
<INVESTMENTS-AT-COST> 75,348,196
<INVESTMENTS-AT-VALUE> 90,735,568
<RECEIVABLES> 867,490
<ASSETS-OTHER> 6,685
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 91,609,743
<PAYABLE-FOR-SECURITIES> 1,333,767
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 194,757
<TOTAL-LIABILITIES> 1,528,524
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 74,123,858
<SHARES-COMMON-STOCK> 4,657,233
<SHARES-COMMON-PRIOR> 3,062,114
<ACCUMULATED-NII-CURRENT> 6,301
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 563,688
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 15,387,372
<NET-ASSETS> 90,081,219
<DIVIDEND-INCOME> 367,042
<INTEREST-INCOME> 105,992
<OTHER-INCOME> 0
<EXPENSES-NET> 422,798
<NET-INVESTMENT-INCOME> 50,236
<REALIZED-GAINS-CURRENT> 588,152
<APPREC-INCREASE-CURRENT> 8,531,556
<NET-CHANGE-FROM-OPS> 9,169,944
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (134,261)
<DISTRIBUTIONS-OF-GAINS> (1,093,271)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,647,092
<NUMBER-OF-SHARES-REDEEMED> (1,122,145)
<SHARES-REINVESTED> 70,172
<NET-CHANGE-IN-ASSETS> 36,855,436
<ACCUMULATED-NII-PRIOR> 90,326
<ACCUMULATED-GAINS-PRIOR> 1,068,807
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 236,767
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 543,037
<AVERAGE-NET-ASSETS> 68,220,239
<PER-SHARE-NAV-BEGIN> 17.38
<PER-SHARE-NII> 0.01
<PER-SHARE-GAIN-APPREC> 2.28
<PER-SHARE-DIVIDEND> (0.04)
<PER-SHARE-DISTRIBUTIONS> (0.29)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 19.34
<EXPENSE-RATIO> 1.25
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
