As filed with the Securities and Exchange Commission
on October 6, 2000
File No. 333-31744
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. __ [ ]
Post-Effective Amendment No. 2 [X]
--------------------------
INVESTMENT TRUST
(Exact Name of Registrant as Specified in Charter)
Two International Place
Boston, MA 02110-4103
(Address of Principal Executive Offices) (Zip Code)
(617) 295-1000
(Registrant's Area Code and Telephone Number)
John Millette
Scudder Kemper Investments, Inc.
Two International Place
Boston, MA 02110-4103
(Name and Address of Agent for Service)
with copies to:
Caroline Pearson, Esq. Sheldon A. Jones, Esq.
Scudder Kemper Investments, Inc. Dechert Price & Rhoads
Two International Place Ten Post Office Square -
South Boston, MA 02110-4103 Boston, MA 02109-4603
--------------------------
Approximate Date of Proposed Public Offering:
It is proposed that this filing will become effective immediately upon filing
pursuant to Rule 485(b).
<PAGE>
Title of Securities Being Registered:
Shares of Beneficial Interest ($.01 par value per share)
of Scudder Growth and Income Fund, a series of the Registrant
No filing fee is required because the Registrant has previously registered an
indefinite number of its shares under the Securities Act of 1933, as amended,
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended.
---------------------------
This Post-Effective Amendment No. 2 (the "Amendment") of this
Registration Statement on Form N-14, as amended (the "Registration Statement"),
is being filed solely for the purpose of adding the enclosed exhibits to this
Registration Statement. Parts A, B, and C of the Registration Statement are
incorporated by reference into this Amendment from the filing with the
Securities and Exchange Commission of (1) for Parts A and B, the filing on Form
497 of Parts A and B of the Registration Statement on April 25, 2000; and (2)
for Part C, Pre-Effective Amendment No. 1 to the Registration Statement on March
29, 2000, except for (a) Part 12 of Item 16 of Part C of the Registration
Statement; and (b) Part 16 of Item 16 of Part C of the Registration Statement,
each of which is amended as shown below.
PART C
OTHER INFORMATION
Item 16. EXHIBITS
12. Opinion and consent of Willkie Farr & Gallagher supporting the tax
matters and consequences to shareholders discussed in the prospectus is filed
herewith pursuant to the undertaking made in Item 17(3) of Pre-Effective
Amendment No. 1 to the Registration Statement that the final tax opinion be
filed as a post-effective amendment to the Registration Statement.
16. Powers of attorney are filed herewith.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, this Amendment to the
Registration Statement on Form N-14 has been signed on behalf of the Registrant,
by the undersigned, thereunto duly authorized, in the City of Boston and The
Commonwealth of Massachusetts on October 6, 2000.
Investment Trust
By: /s/ Linda C. Coughlin,
Linda C. Coughlin, President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment has been signed below by the following persons in the capacities
and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Linda C. Coughlin Chairman and Trustee October 6, 2000
Linda C. Coughlin
/s/ Henry P. Becton, Jr.* Trustee October 6, 2000
Henry P. Becton, Jr.
/s/ Dawn-Marie Driscoll* Trustee October 6, 2000
Dawn-Marie Driscoll
/s/ Edgar R. Fiedler* Trustee October 6, 2000
Edgar R. Fiedler
/s/ Keith R. Fox* Trustee October 6, 2000
Keith Fox
/s/ Joan E. Spero* Trustee October 6, 2000
Joan E. Spero
/s/ Jean Gleason Stromberg* Trustee October 6, 2000
Jean Gleason Stromberg
/s/ Jean C. Temple* Trustee October 6, 2000
Jean C. Temple
/s/ Steven Zaleznick* Trustee October 6, 2000
Steven Zaleznick
/s/ John R. Hebble Treasurer October 6, 2000
John R. Hebble
</TABLE>
<PAGE>
*By: /s/ John Millette
John Millette
Attorney-in-Fact
October 6, 2000
* Executed pursuant to powers of attorney filed herewith as Exhibit 16 to this
Part C.
