INVESTMENT TRUST, 485APOS, 2000-05-12

INVESTMENT TRUST
485APOS, 2000-05-12

Previous: SCUDDER PORTFOLIO TRUST/, 485APOS, 2000-05-12

Next: CSX TRANSPORTATION INC, 10-Q, 2000-05-12

Filed with the Securities and Exchange Commission
on May 12, 2000.

File No. 2-13628
File No. 811-43

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. ______

Post-Effective Amendment No. 117
--------

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 68
---

INVESTMENT TRUST
----------------------------------------
(Exact Name of Registrant as Specified in Charter)

Two International Place, Boston, MA 02110-4103
-------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (6l7) 295-1000
--------------
John Millette
Scudder Kemper Investments, Inc.
Two International Place, Boston, MA 02110
-----------------------------------------------
(Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate box):

/___/ Immediately upon filing pursuant to paragraph (b)
/___/ 60 days after filing pursuant to paragraph (a) (1)
/___/ 75 days after filing pursuant to paragraph (a) (2)
/___/ On _________________ pursuant to paragraph (b)
/_X_/ On July 14, 2000 pursuant to paragraph (a) (1)
/___/ On ______________ pursuant to paragraph (a) (3) of Rule 485.

If Appropriate, check the following box:
/___/ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

<PAGE>

Equity/Growth & Income

Scudder Balanced Fund (New Fund #s)
Scudder Dividend & Growth Fund (New Fund #s)

Supplement to the prospectus dated April 12, 2000

On or about August 28, 2000 for Scudder Balanced Fund and October 1, 2000 for
Scudder Dividend & Growth Fund, this prospectus will offer two classes of shares
to provide investors with different purchase options. The two classes are: the S
Class and the AARP Class. Each class has its own important features and
policies. In addition, as of the respective dates noted above, all existing
shares of Scudder Balanced Fund and Scudder Dividend & Growth Fund will be
redesignated S Class shares of their respective funds. Shares of the AARP class
will be specially designed for members of the American Association of Retired
Persons ("AARP").

For your convenience, this supplement has been divided into three parts. Part I
provides information relating to important changes to the funds generally. Part
II provides information relating specifically to the S Class of each fund. Part
III provides information relating specifically to the AARP Class of each fund.
As always, you should refer to the prospectus for general information about the
funds, including their investment approaches, risks, and portfolio managers, and
for additional information relating to the S Class, such as its historical
performance and its purchase, redemption and exchange procedures.

PART I - General Information about the Funds

On ____________, shareholders of each fund elected the following people to each
fund's Board: Henry P. Becton, Jr., Linda C. Coughlin, Dawn-Marie Driscoll,
Edgar R. Fiedler, Keith R. Fox, Joan E. Spero, Jean G. Stromberg, Jean C. Tempel
and Steven Zaleznick.

Administrative Fee

Each fund will enter an administrative services agreement with Scudder Kemper
Investments, Inc. ("Scudder Kemper"). Pursuant to each agreement, Scudder Kemper
will provide or pay others to provide substantially all of the administrative
services required by each fund in exchange for the payment by each fund of a
fixed fee rate. The administrative fee rate is 0.30% for both Scudder Balanced
Fund and for Scudder Dividend & Growth Fund. Such an administrative fee will
enable investors to determine with greater certainty the expense level that a
fund will experience, and it will transfer substantially all of the risk of
increased cost to Scudder Kemper. The initial term of the administrative
agreement is three years. With regard to Scudder Balanced Fund, the
administrative services agreement will become effective on the date of the
pending acquisition by the fund of another fund advised by Scudder Kemper,
currently scheduled for August 28, 2000. With regard to Scudder Dividend &
Growth Fund, the administrative fee will become effective on October 1, 2000.
Below are the restated expense tables and examples for the S Class (see Part II)
and the AARP Class (see Part III) of each fund that reflect the implementation
of the administrative fee.

Scudder Kemper will not bear certain other fund expenses, such as taxes,
brokerage, interest, extraordinary expenses and the fees and expenses of the
Independent Trustees of each fund's Board (including the fees and expenses of
their independent counsel). In addition, each fund will continue to pay the fees
required by its investment management agreement with Scudder Kemper.

Management Fee

On February 7, 2000, Scudder Balanced Fund's Board approved a new Investment
Management Agreement between Scudder Kemper and the fund. The new Investment
Management Agreement incorporates a new fee structure for the fund and is
expected to become effective on or about August 28, 2000. Pursuant to this fee
structure, for Scudder Kemper's services, Scudder Balanced Fund pays Scudder
Kemper a fee equal to 0.470% of average daily net assets on such assets up to
$1.5 billion, 0.445% of the next $500 million of average daily net assets and
0.420% of average daily net assets exceeding $2 billion. The restated expense
tables for the S Class (see Part II) and the AARP Class (see Part III) of the
fund reflect the implementation of the new management fee rates.
<PAGE>

PART II - Specific Information about the S Class

How Much S Class Shareholders Pay

The fees and expenses for the S Class of each fund are being restated to reflect
the implementation of a new administrative fee. As noted under Part I, the
restated expenses of Scudder Balanced Fund will become effective on the date of
the pending acquisition by the fund of another fund advised by Scudder Kemper,
currently scheduled for August 28, 2000. With regard to Scudder Dividend &
Growth Fund, the restated expenses will become effective on October 1, 2000.

<TABLE>
<CAPTION>
S Class
----------------------------------------------------------- ------------ ------------
Scudder Scudder
Balanced Dividend &
Fund Growth Fund
----------------------------------------------------------- ------------ ------------

----------------------------------------------------------- ------------ ------------
<S> <C> <C> <C>
Shareholder Fees (paid directly from your investment) NONE NONE
----------------------------------------------------------- ------------ ------------
Annual Operating Expenses (deducted from fund assets)
----------------------------------------------------------- ------------ ------------
Management Fee % %
----------------------------------------------------------- ------------ ------------
Distribution (12b-1) Fee NONE NONE
----------------------------------------------------------- ------------ ------------
Other Expenses % %
Fixed Administrative Fee % %
Other Fund Expenses(1) % %
----------------------------------------------------------- ------------ ------------
Total Annual Operating Expenses % %
----------------------------------------------------------- ------------ ------------
Expense Reimbursement
----------------------------------------------------------- ------------ ------------
Net Annual Operating Expenses*
----------------------------------------------------------- ------------ ------------

----------------------------------------------------------- ------------ ------------
Expense Example
----------------------------------------------------------- ------------ ------------

Based on the costs above, (including one year of
capped expenses in each period for Scudder Dividend &
Growth Fund) this example is designed to help you
compare expenses of each fund's S Class to those of
other funds. The example assumes operating expenses
remain the same and that you invested $10,000, earned
5% annual returns, reinvested all dividends and
distributions and sold your shares at the end of each
period. This is only an example: your actual expenses
will be different.

----------------------------------------------------------- ------------ ------------
1 year
----------------------------------------------------------- ------------ ------------
3 years
----------------------------------------------------------- ------------ ------------
5 years
----------------------------------------------------------- ------------ ------------
10 years
----------------------------------------------------------- ------------ ------------
</TABLE>

(1) Includes such expenses as taxes, brokerage, interest and fees and expenses
of Board members not affiliated with Scudder Kemper (including fees and expenses
of their independent counsel).
*By contract, expenses of Scudder Dividend & Growth Fund are capped at 1.05%
through April 30, 2001. Additionally, Scudder Kemper will voluntarily cap
expenses at 0.75% through September 30, 2000.

PART III - Specific Information about the AARP Class
<PAGE>

The remainder of this supplement provides specific information regarding the
important features and policies of the AARP Class of each fund. Please remember
to review the funds' prospectus for additional information about each fund.

The AARP Class

Since its beginning in 1985, the AARP Investment Program from Scudder has been
specially designed to address the needs of people age 50 and over. In keeping
with the organization's mission, AARP's goal is to encourage more of its members
to plan for retirement and beyond. To continue to meet the increasingly diverse
needs and goals of its members, the AARP Investment Program from Scudder has
recently been expanded to offer a wider range of investment options to AARP
members. This has been accomplished by adding the AARP Class to each fund in the
Scudder Family of Funds. The AARP Class will generally have lower minimum
investments, will retain its own identity with separate statements, and will
continue the AARP Investment Program's commitment to shareholder education.

The role of AARP in the AARP Investment Program is not changing. While AARP
takes no part in the investment decisions made by Scudder Kemper, AARP, through
its subsidiary, will continue to oversee the Program's service quality and
communications, and AARP will also continue to provide insight and direction as
to what best represents the interests and concerns of its membership. In
addition, AARP will be represented on each fund's Board.

The AARP Class of Scudder Balanced Fund will be offered beginning on the date of
the pending acquisition by the fund of another fund advised by Scudder Kemper,
currently scheduled for August 28, 2000. The AARP Class of Scudder Dividend &
Growth Fund will be offered beginning on October 1, 2000. In addition, the AARP
Class of each other fund in the Scudder Family of Funds will be available no
later than October 1, 2000.

Past Performance
As the AARP Class does not have a full calendar year of performance, no past
performance information is provided. However, the bar chart and table for each
fund in the prospectus show how the total returns for each fund's S Class has
varied from year to year, and over time. Shares of each fund's S Class will have
substantially similar returns to the AARP Class because the shares represent an
interest in the same portfolio of securities and the annual returns would differ
only to the extent that the classes may have different expenses.

How Much AARP Class Shareholders Pay

Each fund has no sales charges or other shareholder fees. Each fund does have
annual operating expenses, and as a shareholder you pay them indirectly. This
table shows fees for each fund's AARP class.

<TABLE>
<CAPTION>
AARP Class

---------------------------------------------------------- ------------ ------------
Scudder Scudder
Balanced Dividend &
Fund Growth Fund
---------------------------------------------------------- ------------ ------------

---------------------------------------------------------- ------------ ------------
<S> <C> <C> <C>
Shareholder Fees (paid directly from your investment) NONE NONE
---------------------------------------------------------- ------------ ------------
Annual Operating Expenses (deducted from fund assets)
---------------------------------------------------------- ------------ ------------
Management Fee % %
---------------------------------------------------------- ------------ ------------
Distribution (12b-1) Fee NONE NONE
---------------------------------------------------------- ------------ ------------
Other Expenses % %
Fixed Administrative Fee % %
Other Fund Expenses(1) % %
---------------------------------------------------------- ------------ ------------
Total Annual Operating Expenses % %
---------------------------------------------------------- ------------ ------------
Expense Reimbursement
---------------------------------------------------------- ------------ ------------

<PAGE>

---------------------------------------------------------- ------------ ------------
Net Annual Operating Expenses*
---------------------------------------------------------- ------------ ------------

---------------------------------------------------------- ------------ ------------
Expense Example
---------------------------------------------------------- ------------ ------------

Based on the costs above, (including one year of
capped expenses in each period for Scudder Dividend &
Growth Fund) this example is designed to help you
compare expenses of each fund's AARP class to those
of other funds. The example assumes operating
expenses remain the same and that you invested
$10,000, earned 5% annual returns, reinvested all
dividends and distributions and sold your shares at
the end of each period. This is only an example: your
actual expenses will be different.

---------------------------------------------------------- ------------ ------------
1 year
---------------------------------------------------------- ------------ ------------
3 years
---------------------------------------------------------- ------------ ------------
5 years
---------------------------------------------------------- ------------ ------------
10 years
---------------------------------------------------------- ------------ ------------
</TABLE>
(1) Includes such expenses as taxes, brokerage, interest and fees and expenses
of Board members not affiliated with Scudder Kemper (including fees and expenses
of their independent counsel).
*By contract, expenses of Scudder Dividend & Growth Fund are capped at 1.05%
through April 30, 2001. Additionally, Scudder Kemper will voluntarily cap
expenses at 0.75% through September 30, 2000.

<TABLE>
<CAPTION>
How to Buy AARP Class Shares

First Investment Additional Investments
- ------------------------------------- ------------------------------------- -----------------------------------
<S> <C> <C>
$1,000 or more for regular accounts $___ or more for regular accounts

$500 or more for IRAs $__ or more for IRAs

$50 or more with an Automatic
Investment Plan

- ------------------------------------- ------------------------------------- -----------------------------------
By mail Send completed enrollment form and Send a personalized investment
AARP Investment Program from check (payable to "AARP Investment slip or short note that includes:
Scudder Program"). o fund name
P.O. Box 2540 For enrollment forms, call o AARP class
Boston, MA 02208-2540 800-253-2277. o account number
o check payable to "AARP
Investment Program".
- ------------------------------------- ------------------------------------- -----------------------------------
By wire Call 800-253-2277 for instructions Call 800-253-2277 for instructions

- ------------------------------------- ------------------------------------- -----------------------------------
By phone - Call 800-253-2277 for instructions
- ------------------------------------- ------------------------------------- -----------------------------------
With an automatic investment plan Fill in the information required on To set up regular investment from
your enrollment form and include a a bank checking account, call
voided check. 800-253-2277.

- ------------------------------------- ------------------------------------- -----------------------------------
Web site - Once you have registered on the
Web Site (aarp.scudder.com), you
may purchase shares online by
transfers from your bank account.
- ------------------------------------- ------------------------------------- -----------------------------------
QuickBuy - Call 800-253-2277
- ------------------------------------- ------------------------------------- -----------------------------------
</TABLE>

<TABLE>
<CAPTION>
How to Exchange or Sell AARP Class Shares

Exchanging into another fund Selling shares
- ------------------------------------- ----------------------------------- ---------------------------------------
<S> <C> <C>
$1,000 or more to open a new Some transaction, including most for
- ------------------------------------- ----------------------------------- ---------------------------------------
<PAGE>

- ------------------------------------- ----------------------------------- ---------------------------------------
account ($500 for IRAs) over $100,000, can only be ordered in
writing; see the prospectus for more
[$___] or more for exchanges information
between existing accounts
- ------------------------------------- ----------------------------------- ---------------------------------------
By phone Call 800-253-2277 for instructions Call 800-253-2277 for instructions
- ------------------------------------- ----------------------------------- ---------------------------------------
Using Easy Access Call 800-631-4636 and follow the Call 800-631-4636 and follow the
instructions instructions
- ------------------------------------- ----------------------------------- ---------------------------------------
By mail or fax Your instructions should include: Your instructions should include:
(see previous page) o your account number o your account number
o names of the fund and o names of the fund and class
class and number of shares and number of shares or dollar
or dollar amount you want to amount you want to redeem
exchange

- ------------------------------------- ----------------------------------- ---------------------------------------
With an automatic withdrawal plan - To set up regular cash payments from
an account, call 800-253-2277
- ------------------------------------- ----------------------------------- ---------------------------------------
Using QuickSell - Call 800-253-2277
- ------------------------------------- ----------------------------------- ---------------------------------------
Web Site Once you have registered on the -
Web Site (aarp.scudder.com), you
may exchange shares between
Investment Program funds online.
- ------------------------------------- ----------------------------------- ---------------------------------------
</TABLE>

Policies You Should Know About The AARP Class
Easy-Access Line
Call 800-631-4636 24 hours a day, year-round
This automated number provides current information on the AARP Class of each
fund and your account. If you have signed up for telephone services, you can
also use this number to exchange and redeem shares of the AARP class.

Web Site
aarp.scudder.com
You can review your portfolio and make online transactions, including purchases
and exchanges between Investment Program Mutual Funds, once you have registered
on the site. You can also customize the site according to your preference. The
Learning Center includes online versions of educational publications and past
issues of Financial Focus and Investment Insight, the Program's newsletters. You
may also contact us through the site's e-mail capability.

AARP Investment Program Representatives
Call 800-253-2277 8AM-8PM M-F, eastern time
Call this number to speak with a trained representative who can answer your
investing questions and assist you with transaction-related services. You may
also use this number to request a variety of investment education guides and
prospectuses.

Confidential Fax Line
800-821-6234 24 hours a day, year-round
Signed exchange and redemption requests received after 4 p.m. eastern time on a
business day or over a weekend or holiday will be executed the following
business day.

TDD Line
1-800-634-9454 9 AM-5PM, M-F, eastern time
Dial this number with a TDD machine to communicate with registered AARP Mutual
Fund representatives specially trained to handle services for hearing-impaired
investors.
<PAGE>

SERVICES
- --------

AARP Lump Sum Service Retirement specialists can help you make decisions about
your lump sum distribution from an employer's 401(k) or pension plan. An
information kit is provided. Call 1-800-253-2277.

AARP Legacy Service This service helps you organize important financial
documents, making it easier to share your investment information and goals with
your spouse or heirs and to plan for the orderly transfer of assets in the event
of a death. We also offer transfer ownership assistance to heirs for your AARP
accounts. Information kits are provided. Call 1-800-253-2277.

AARP Goal Setting and Asset Allocation Service A guidebook and self-scoring
worksheet are available to help you reach your goals by appropriately allocating
your assets across types of investments. Call 1-800-253-2277 to speak to a
specially trained representative.

Account Statements and Reports You will receive prompt confirmation statements
for all of your transactions. Your consolidated [monthly] statement details your
current account status and records all transactions. (AARP IRA and Keogh Plan
investors receive consolidated statements quarterly.)

You will also receive a semi-annual report, an annual report, and a current
prospectus each year.

Retirement Plans
- ----------------
For an information kit about (including all the necessary forms) regular
Individual Retirement Accounts (IRAs), Roth IRAs, Simplified Employee Pension
IRAs (SEP-IRAs), and Keogh Plan accounts, call an AARP Mutual Fund
representative at 800-253-2277.

To Get More Information:
You can make inquiries and obtain the shareholder reports and Statement of
Additional Information free of charge by contacting:

AARP Investment Program from Scudder
------------------------------------
P.O. Box 2540
Boston, MA 02208-2540
800-253-2277
aarp.scudder.com

July 14, 2000

<PAGE>

Scudder Growth and Income Fund (New Fund #s)
Supplement to the prospectus dated April 12, 2000

On or about August 14, 2000, Scudder Growth and Income Fund will offer three
classes of shares to provide investors with different purchase options. The
three classes are the S Class, the R Class and the AARP Class. Each class has
its own important features and policies. In addition, as of the date noted
above, all existing Scudder shares of the fund were redesignated S Class shares
of the fund. Shares of the AARP class will be specially designed for members of
the American Association of Retired Persons ("AARP").

For your convenience, this supplement has been divided into three parts. Part I
provides information relating to important changes to the fund generally. Part
II provides information relating specifically to the S Class of the fund. Part
III provides information relating specifically to the AARP Class of the fund. As
always, you should refer to the prospectus for general information about the
fund, including its investment approaches, risks, and portfolio managers, and
for additional information relating to the S Class, such as its historical
performance and its purchase, redemption and exchange procedures.

PART I - General Information about the Fund

Effective August 14, 2000, Scudder Growth and Income Fund seeks long-term growth
of capital, current income and growth of income while actively seeking to reduce
downside risk as compared with other growth and income funds. The fund attempts
to reduce downside risk relative to other growth and income funds by
diversifying widely among industries and companies. Scudder Growth and Income
Fund will not invest in securities issued by tobacco-producing companies.

On ____________, shareholders of the fund elected the following people to the
fund's Board: Henry P. Becton, Jr., Linda C. Coughlin, Dawn-Marie Driscoll,
Edgar R. Fiedler, Keith R. Fox, Joan E. Spero, Jean G. Stromberg, Jean C. Tempel
and Steven Zaleznick.

Administrative Fee

The fund will enter into an administrative services agreement with Scudder
Kemper Investments, Inc. ("Scudder Kemper"). Pursuant to this agreement, Scudder
Kemper will provide or pay others to provide substantially all of the
administrative services required by the fund in exchange for the payment by the
fund of a fixed fee rate of 0.30% of average daily net assets. Such an
administrative fee will enable investors to determine with greater certainty the
expense level that the fund will experience, and it will transfer substantially
all of the risk of increased cost to Scudder Kemper. The initial term of the
administrative agreement is three years. The administrative services agreement
will become effective on the date of the pending acquisition by the fund of
another fund advised by Scudder Kemper, currently scheduled for August 14, 2000.
Below are the restated expense tables and examples for the S Class (see Part II)
and the AARP Class (see Part III) of the fund that reflect the implementation of
the administrative fee.

Scudder Kemper will not bear certain other fund expenses, such as taxes,
brokerage, interest, extraordinary expenses and the fees and expenses of the
Independent Trustees of the fund's Board (including the fees and expenses of
their independent counsel). In addition, the fund will continue to pay the fees
required by its investment management agreement with Scudder Kemper.

Management Fee

On February 7, 2000, Scudder Growth and Income Fund's Board approved a new
Investment Management Agreement between Scudder Kemper and the fund. The new
Investment Management Agreement incorporates a new fee structure for the fund
and is expected to become effective on or about August 14, 2000. Pursuant to
this fee structure, for Scudder Kemper's services, the fund pays Scudder Kemper
a fee equal to 0.450% of average daily net assets on such assets up to $14
billion, 0.425% of the next $2 billion of average daily net assets, 0.400% of
the next $2 billion of average daily net assets, and 0.385% of average daily net
assets exceeding $18 billion. The restated expense tables for the S Class (see
Part II) and the AARP Class (see Part III) of the fund reflect the
implementation of the new management fee rates.

<PAGE>

PART II - Specific Information about the S Class

How Much S Class Shareholders Pay

The fees and expenses for the S Class of the fund are being restated to reflect
the implementation of the new administrative fee. As noted under Part I, the
restated expenses of Scudder Growth and Income Fund will become effective on the
date of the pending acquisition by the fund of another fund advised by Scudder
Kemper, currently scheduled for August 14, 2000.

Scudder Growth and Income Fund -- S Class
- ----------------------------------------------------------- ------------

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

- ----------------------------------------------------------- ------------
Shareholder Fees (paid directly from your investment) NONE
- ----------------------------------------------------------- ------------
Annual Operating Expenses (deducted from fund assets)
- ----------------------------------------------------------- ------------
Management Fee %
- ----------------------------------------------------------- ------------
Distribution (12b-1) Fee NONE
- ----------------------------------------------------------- ------------
Other Expenses %
Fixed Administrative Fee %
Other Fund Expenses(1) %
- ----------------------------------------------------------- ------------
Total Annual Operating Expenses %
- ----------------------------------------------------------- ------------

- ----------------------------------------------------------- ------------
Expense Example
- ----------------------------------------------------------- ------------
Based on the costs above, this example is designed to
help you compare expenses of the fund's S Class to those
of other funds. The example assumes operating expenses
remain the same and that you invested $10,000, earned 5%
annual returns, reinvested all dividends and
distributions and sold your shares at the end of each
period. This is only an example: your actual expenses
will be different.
- ----------------------------------------------------------- ------------
1 year
- ----------------------------------------------------------- ------------
3 years
- ----------------------------------------------------------- ------------
5 years
- ----------------------------------------------------------- ------------
10 years
- ----------------------------------------------------------- ------------

(1) Includes such expenses as taxes, brokerage, interest and fees and expenses
of Board members not affiliated with Scudder Kemper (including fees and expenses
of their independent counsel).

PART III - Specific Information about the AARP Class

The remainder of this supplement provides specific information regarding the
important features and policies of the AARP Class of the fund. Please remember
to review the fund's prospectus for additional information about the fund.

The AARP Class

<PAGE>

The AARP Class of Scudder Growth and Income Fund will be offered beginning on
the date of the pending acquisition by the fund of another fund advised by
Scudder Kemper, currently scheduled for August 14, 2000. It is expected that the
AARP Class of each other fund in the Scudder Family of Funds will be available
no later than October 1, 2000.

Past Performance
As the AARP Class does not have a full calendar year of performance, no past
performance information is provided. However, the bar chart and table in the
fund's prospectus show how the total returns for the fund's S Class have varied
from year to year, and over time. Shares of the fund's S Class will have
substantially similar returns to the AARP Class because the shares represent an
interest in the same portfolio of securities and the annual returns would differ
only to the extent that the classes may have different expenses.

How Much AARP Class Shareholders Pay

The fund has no sales charges or other shareholder fees. The fund does have
annual operating expenses, and as a shareholder you pay them indirectly. This
table shows fees for the fund's AARP class.

Scudder Growth and Income Fund - AARP Class

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

- ----------------------------------------------------------- ------------
Shareholder Fees (paid directly from your investment) NONE
- ---------------------------------------------------------- ------------
Annual Operating Expenses (deducted from fund assets)
- ---------------------------------------------------------- ------------
Management Fee %
- ---------------------------------------------------------- ------------
Distribution (12b-1) Fee NONE
- ---------------------------------------------------------- ------------
Other Expenses %
Fixed Administrative Fee %
Other Fund Expenses(1) %
- ---------------------------------------------------------- ------------
Total Annual Operating Expenses %
- ---------------------------------------------------------- ------------

- ---------------------------------------------------------- ------------
Expense Example
- ---------------------------------------------------------- ------------
Based on the costs above, this example is designed to
help you compare expenses of the fund's AARP class to
those of other funds. The example assumes operating
expenses remain the same and that you invested $10,000,
earned 5% annual returns, reinvested all dividends and
distributions and sold your shares at the end of each
period. This is only an example: your actual expenses
will be different.
- ---------------------------------------------------------- ------------
1 year
- ---------------------------------------------------------- ------------
3 years
- ---------------------------------------------------------- ------------
5 years
- ---------------------------------------------------------- ------------
10 years
- ---------------------------------------------------------- ------------

(1) Includes such expenses as taxes, brokerage, interest and fees and expenses
of Board members not affiliated with Scudder Kemper (including fees and expenses
of their independent counsel).

How to Buy AARP Class Shares

<PAGE>

<TABLE>
<CAPTION>
First Investment Additional Investments
- ------------------------------------- ------------------------------------- -----------------------------------
<S> <C> <C>
$1,000 or more for regular accounts $___ or more for regular accounts

$500 or more for IRAs $__ or more for IRAs

$50 or more with an Automatic
Investment Plan

- ------------------------------------- ------------------------------------- -----------------------------------
By mail Send completed enrollment form and Send a personalized investment slip
AARP Investment Program from check (payable to "AARP Investment or short note that includes:
Scudder Program"). o fund name
P.O. Box 2540 For enrollment forms, call o AARP class
Boston, MA 02208-2540 800-253-2277. o account number
o check payable to "AARP
Investment Program".
- ------------------------------------- ------------------------------------- -----------------------------------
By wire Call 800-253-2277 for instructions Call 800-253-2277 for instructions

<TABLE>
<CAPTION>
How to Exchange or Sell AARP Class Shares

Exchanging into another fund Selling shares
- ------------------------------------- ----------------------------------- ---------------------------------------
<S> <C> <C>
$1,000 or more to open a new Some transaction, including most for
account ($500 for IRAs) over $100,000, can only be ordered in
writing; see the prospectus for more
[$___] or more for exchanges information
between existing accounts
- ------------------------------------- ----------------------------------- ---------------------------------------
By phone Call 800-253-2277 for instructions Call 800-253-2277 for instructions
- ------------------------------------- ----------------------------------- ---------------------------------------
Using Easy Access Call 800-631-4636 and follow the Call 800-631-4636 and follow the
instructions instructions
- ------------------------------------- ----------------------------------- ---------------------------------------
By mail or fax Your instructions should include: Your instructions should include:
(see previous page) o your account number o your account number
o names of the fund and o names of the fund and class
class and number of shares and number of shares or dollar
or dollar amount you want to amount you want to redeem
exchange

<PAGE>

AARP Investment Program Representatives
Call 800-253-2277 8AM-8PM M-F, eastern time Call this number to speak with a
trained representative who can answer your investing questions and assist you
with transaction-related services. You may also use this number to request a
variety of investment education guides and prospectuses.

SERVICES
- --------

You will also receive a semi-annual report, an annual report, and a current
prospectus each year.

Retirement Plans
- ----------------

<PAGE>

For an information kit about (including all the necessary forms) regular
Individual Retirement Accounts (IRAs), Roth IRAs, Simplified Employee Pension
IRAs (SEP-IRAs), and Keogh Plan accounts, call an AARP Mutual Fund
representative at
800-253-2277.

To Get More Information:
You can make inquiries and obtain the shareholder reports and Statement of
Additional Information free of charge by contacting:

AARP Investment Program from Scudder
------------------------------------
P.O. Box 2540
Boston, MA 02208-2540
800-253-2277
aarp.scudder.com

July 14, 2000

<PAGE>

Scudder S&P 500 Index Fund (New Fund #s)
Supplement to the prospectus dated April 12, 2000

On or about September 11, 2000, Scudder S&P 500 Index Fund will offer two
classes of shares to provide investors with different purchase options. The two
classes are the S Class and the AARP Class. Each class has its own important
features and policies. In addition, as of the date noted above, all existing
shares of the fund will be redesignated S Class shares of the fund. Shares of
the AARP class will be specially designed for members of the American
Association of Retired Persons ("AARP").

PART I - General Information about the Fund

Administrative Fee

The fund will enter an administrative services agreement with Scudder Kemper
Investments, Inc. ("Scudder Kemper"). Pursuant to this agreement, Scudder Kemper
will provide or pay others to provide substantially all of the administrative
services required by the fund (other than those provided by Scudder Kemper under
its investment management agreement and current administrative services
agreement with the fund) in exchange for the payment by the fund of a fixed fee
rate. The administrative fee rate for the fund is 0.25%. Such an administrative
fee will enable investors to determine with greater certainty the expense level
that the fund will experience and it will transfer substantially all of the risk
of increased cost to Scudder Kemper. The initial term of the administrative
agreement is three years. The administrative services agreement will become
effective on the date of the pending acquisition by the fund of another fund
advised by Scudder Kemper, currently scheduled for September 11, 2000. Below are
the restated expense tables and examples for the S Class (see Part II) and the
AARP Class (see Part III) of the fund that reflect the implementation of the
administrative fee.

Scudder Kemper will not bear certain other fund expenses, such as taxes,
brokerage, interest, extraordinary expenses and the fees and expenses of the
Independent Trustees of the fund's Board (including the fees and expenses of
their independent counsel). In addition, the fund will continue to pay the fees
required by its current administrative services agreement and investment
management agreement with Scudder Kemper.

PART II - Specific Information about the S Class

How Much S Class Shareholders Pay

The fees and expenses for the S Class of the fund are being restated to reflect
the implementation of a new administrative fee. As noted under Part I, the
restated expenses of Scudder S&P 500 Index Fund will become effective on the
date of the pending acquisition by the fund of another fund advised by Scudder
Kemper, currently scheduled for September 11, 2000.

Scudder S&P 500 Index Fund -- S Class
- ----------------------------------------------------------- ------------

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

<PAGE>

- ----------------------------------------------------------- ------------
Annual Operating Expenses (deducted from fund assets)
- ----------------------------------------------------------- ------------
Management Fee %
- ----------------------------------------------------------- ------------
Distribution (12b-1) Fee NONE
Other Expenses %
Fixed Administrative Fee %
Other Fund Expenses(1) %
- ----------------------------------------------------------- ------------
Total Annual Operating Expenses %
Expense Reimbursement
Net Annual Operating Expenses*

- ----------------------------------------------------------- ------------
Expense Example
- ----------------------------------------------------------- ------------
Based on the costs above, (including one year of capped
expenses in each period) this example is designed to help
you compare expenses of the fund's S Class to those of
other funds. The example assumes operating expenses
remain the same and that you invested $10,000, earned 5%
annual returns, reinvested all dividends and
distributions and sold your shares at the end of each
period. This is only an example: your actual expenses
will be different.
- ----------------------------------------------------------- ------------
1 year
- ----------------------------------------------------------- ------------
3 years
- ----------------------------------------------------------- ------------
5 years
- ----------------------------------------------------------- ------------
10 years
- ----------------------------------------------------------- ------------

(1) Includes such expenses as taxes, brokerage, interest and fees and expenses
of Board members not affiliated with Scudder Kemper (including fees and expenses
of their independent counsel).

* By contract, expenses are capped at 0.43% through April 30, 2001.

PART III - Specific Information about the AARP Class

The AARP Class

The AARP Class of Scudder S&P 500 Index Fund will be offered beginning on the
date of the pending acquisition by the fund of another fund advised by Scudder
Kemper, currently scheduled for September 11, 2000. In addition, the AARP Class
of each other fund in the Scudder Family of Funds will be available no later
than October 1, 2000.

<PAGE>

Past Performance
As the AARP Class does not have a full calendar year of performance, no past
performance information is provided. However, the bar chart and table in the
fund's current prospectus for the fund show how the total returns for the fund's
S Class has varied from year to year, and over time. Shares of the fund's S
Class will have substantially similar returns to the AARP Class because the
shares represent an interest in the same portfolio of securities and the annual
returns would differ only to the extent that the classes may have different
expenses.

How Much AARP Class Shareholders Pay

The fund has no sales charges or other shareholder fees. The fund does have
annual operating expenses, and as a shareholder you pay them indirectly. This
table shows fees for the fund's AARP class.

Scudder S&P 500 Index Fund -- AARP Class

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

- ---------------------------------------------------------- ------------
Shareholder Fees (paid directly from your investment) NONE
- ---------------------------------------------------------- ------------
Annual Operating Expenses (deducted from fund assets)
- ---------------------------------------------------------- ------------
Management Fee %
- ---------------------------------------------------------- ------------
Distribution (12b-1) Fee NONE
Other Expenses %
Fixed Administrative Fee %
Other Fund Expenses(1) %
- ---------------------------------------------------------- ------------
Total Annual Operating Expenses %
Expense Reimbursement
Net Annual Operating Expenses*

- ---------------------------------------------------------- ------------
Expense Example
- ---------------------------------------------------------- ------------
Based on the costs above, (including one year of capped expenses in each
period for Scudder Dividend & Growth Fund) this example is designed to help
you compare expenses of the fund's AARP class to those of other funds. The
example assumes operating expenses remain the same and that you invested
$10,000, earned 5% annual returns, reinvested all dividends and
distributions and sold your shares at the end of each period. This is only
an example: your actual expenses will be different.
- ---------------------------------------------------------- ------------
1 year
- ---------------------------------------------------------- ------------
3 years
- ---------------------------------------------------------- ------------
5 years
- ---------------------------------------------------------- ------------
10 years
- ---------------------------------------------------------- ------------
(1) Includes such expenses as taxes, brokerage, interest and fees and expenses
of Board members not affiliated with Scudder Kemper (including fees and expenses
of their independent counsel).

* By contract, expenses are capped at 0.43% through April 30, 2001.

How to Buy AARP Class Shares

$500 or more for IRAs $__ or more for IRAs

$50 or more with an Automatic
Investment Plan

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

<PAGE>

How to Exchange or Sell AARP Class Shares

Exchanging into another fund Selling shares
- ------------------------------------- ----------------------------------- ---------------------------------------
$1,000 or more to open a new Some transaction, including most for
account ($500 for IRAs) over $100,000, can only be ordered in
writing; see the prospectus for more
[$___] or more for exchanges information
between existing accounts
- ------------------------------------- ----------------------------------- ---------------------------------------
By phone Call 800-253-2277 for instructions Call 800-253-2277 for instructions
- ------------------------------------- ----------------------------------- ---------------------------------------
Using Easy Access Call 800-631-4636 and follow the Call 800-631-4636 and follow the
instructions instructions
- ------------------------------------- ----------------------------------- ---------------------------------------
By mail or fax Your instructions should include: Your instructions should include:
(see previous page) o your account number o your account number
o names of the fund and o names of the fund and class
class and number of shares and number of shares or dollar
or dollar amount you wantto amount you want to redeem
exchange

Policies You Should Know About The AARP Class
Easy-Access Line
Call 800-631-4636 24 hours a day, year-round

<PAGE>

This automated number provides current information on the AARP Class of each
fund and your account. If you have signed up for telephone services, you can
also use this number to exchange and redeem shares of the AARP Class.

SERVICES
- --------

You will also receive a semi-annual report, an annual report, and a current
prospectus each year.

To Get More Information:
You can make inquiries and obtain the shareholder reports and Statement of
Additional Information

<PAGE>

free of charge by contacting:

AARP Investment Program from Scudder
------------------------------------
P.O. Box 2540
Boston, MA 02208-2540
800-253-2277
aarp.scudder.com

July 14, 2000

<PAGE>
SCUDDER S&P 500 INDEX FUND

SUPPLEMENT TO THE STATEMENT OF
ADDITIONAL INFORMATION DATED APRIL 12, 2000

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

On or about September 11, 2000, Scudder S&P 500 Index Fund will offer two
classes of shares to provide investors with different purchase options. The two
classes are: the S Class and the AARP Class. Each class has its own important
features and policies. In addition, as of the date noted above, all existing
shares of the fund will be redesignated S Class shares of the fund. Shares of
the AARP Class will be specially designed for members of the American
Association of Retired Persons ("AARP").

The following disclosure replaces the disclosure regarding "Additional
Information About Opening an Account" on page 11:

Additional Information About Opening an Account

Clients having a regular investment counsel account with the Adviser or
its affiliates and members of their immediate families, officers and employees
of the Adviser or of any affiliated organization and their immediate families,
members of the National Association of Securities Dealers, Inc. ("NASD") and
banks may, if they prefer, subscribe initially for at least $2,500 for S Class
and $1,000 for AARP Class through Scudder Investor Services, Inc. by letter,
fax, or telephone.

Shareholders of other Scudder funds who have submitted an account
application and have certified a tax identification number, clients having a
regular investment counsel account with the Adviser or its affiliates and
members of their immediate families, officers and employees of the Adviser or of
any affiliated organization and their immediate families, members of the NASD,
and banks may open an account by wire. These investors must call 1-800-225-5163
to get an account number. During the call the investor will be asked to indicate
the Fund name, class name, amount to be wired ($2,500 minimum for S Class and
$1,000 for AARP Class), name of bank or trust company from which the wire will
be sent, the exact registration of the new account, the tax identification
number or Social Security number, address and telephone number. The investor
must then call the bank to arrange a wire transfer to The Scudder Funds, Boston,
MA 02101, ABA Number 011000028, DDA Account 9903-5552. The investor must give
the Scudder Fund, class name, account name and the new account number. Finally,
the investor must send a completed and signed application to the Fund promptly.
Investors interested in investing in the AARP Class should call 1-800-253-2277
for further instructions.

The minimum initial purchase amount is less than $2,500 for the S Class
under certain plan accounts and is $1,000 for the AARP Class.

The following disclosure replaces the disclosure regarding "Minimum balances" on
page 12:

Minimum balances

Shareholders should maintain a share balance worth at least $2,500 for
S Class and $1,000 for AARP Class. For fiduciary accounts such as IRAs, and
custodial accounts such as Uniform Gift to Minor Act and Uniform Trust to Minor
Act accounts, the minimum balance is $1000. These amounts may be changed by the
Fund's Board of Trustees. A shareholder may open an account with at least $1,000
($500 for fiduciary/custodial accounts), if an automatic investment plan (AIP)
of $100/month ($50/month for AARP Class and fiduciary/custodial accounts) is
established. Scudder group retirement plans and certain other accounts have
similar or lower minimum share balance requirements.

The Fund reserves the right, following 60 days' written notice to
applicable shareholders, to:

<PAGE>

o [assess an annual $10 per Fund charge] (with the Fee to be paid to the
Fund) for any non-fiduciary/non-custodial account without an automatic
investment plan (AIP) in place and a balance of less than $2,500 for S
Class and $1,000 for AARP Class; and

o redeem all shares in Fund accounts below $1,000 where a reduction in
value has occurred due to a redemption, exchange or transfer out of the
account. The Fund will mail the proceeds of the redeemed account to the
shareholder.

[Reductions in value that result solely from market activity will not
trigger an involuntary redemption. Shareholders with a combined household
account balance in any of the Scudder Funds of $100,000 or more, as well as
group retirement and certain other accounts will not be subject to a fee or
automatic redemption.]

[Fiduciary (e.g., IRA or Roth IRA) and custodial accounts (e.g., UGMA
or UTMA) with balances below $100 are subject to automatic redemption following
60 days' written notice to applicable shareholders.]

The following disclosure replaces the disclosure regarding "Additional
Information About Making Subsequent Investments by QuickBuy" on page 13:

Additional Information About Making Subsequent Investments by QuickBuy

Shareholders whose predesignated bank account of record is a member of
the Automated Clearing House Network (ACH) and who have elected to participate
in the QuickBuy program may purchase shares of the Fund by telephone. Through
this service shareholders may purchase up to $250,000. To purchase shares by
QuickBuy, shareholders should call before the close of regular trading on the
New York Stock Exchange (the "Exchange"), normally 4 p.m. eastern time. Proceeds
in the amount of your purchase will be transferred from your bank checking
account two or three business days following your call. For requests received by
the close of regular trading on the Exchange, shares will be purchased at the
net asset value per share calculated at the close of trading on the day of your
call. QuickBuy requests received after the close of regular trading on the
Exchange will begin their processing and be purchased at the net asset value
calculated the following business day. If you purchase shares by QuickBuy and
redeem them within seven days of the purchase, the Fund may hold the redemption
proceeds for a period of up to seven business days. If you purchase shares and
there are insufficient funds in your bank account the purchase will be canceled
and you will be subject to any losses or fees incurred in the transaction.
QuickBuy transactions are not available for most retirement plan accounts.
However, QuickBuy transactions are available for Scudder IRA accounts.

In order to request purchases by QuickBuy, shareholders must have
completed and returned to the Transfer Agent the application, including the
designation of a bank account from which the purchase payment will be debited.
New investors wishing to establish QuickBuy may so indicate on the application.
Existing shareholders who wish to add QuickBuy to their account may do so by
completing a QuickBuy Enrollment Form. After sending in an enrollment form
shareholders should allow 15 days for this service to be available.

The Fund employs procedures, including recording telephone calls,
testing a caller's identity, and sending written confirmation of telephone
transactions, designed to give reasonable assurance that instructions
communicated by telephone are genuine and to discourage fraud. To the extent
that the Fund does not follow such procedures, they may be liable for losses due
to unauthorized or fraudulent telephone instructions. The Fund will not be
liable for acting upon instructions communicated by telephone that it reasonably
believes to be genuine.
<PAGE>

Investors interested in making subsequent investments in the AARP Class
of the Fund should call 1-800-253-2277 for further instruction.

The following information replaces the disclosure on page 14 of the SAI relating
to "Share Price", "Share Certificates" and "Other Information":

Share Price

Purchases will be filled without sales charge at the net asset value
per share next computed after receipt of the application in good order. Net
asset value normally will be computed for each class as of the close of regular
trading on each day during which the Exchange is open for trading. Orders
received after the close of regular trading on the Exchange will be executed at
the next business day's net asset value. If the order has been placed by a
member of the NASD, other than the Distributor, it is the responsibility of that
member broker, rather than the Fund, to forward the purchase order to Scudder
Service Corporation (the "Transfer Agent") in Boston by the close of regular
trading on the Exchange.

There is no sales charge in connection with the purchase of shares of
any class of the Fund.

Share Certificates

Due to the desire of the Fund's management to afford ease of
redemption, certificates will not be issued to indicate ownership in the Fund.
Share certificates now in a shareholder's possession may be sent to the Fund's
Transfer Agent for cancellation and credit to such shareholder's account.
Shareholders who prefer may hold the certificates in their possession until they
wish to exchange or redeem such shares.

All issued and outstanding shares of what were formerly AARP Funds that
were subsequently reorganized into existing Scudder Funds were simultaneously
cancelled on the books of the AARP Funds. Share certificates representing
interests in shares of the relevant AARP Fund will represent a number of shares
of the AARP Class of the relevant Scudder Fund into which the AARP Fund was
reorganized. The AARP Class of shares of each fund will not issue certificates
representing shares in connection with the reorganization.

Other Information

The Fund has authorized certain members of the NASD other than the
Distributor to accept purchase and redemption orders for its shares. Those
brokers may also designate other parties to accept purchase and redemption
orders on the Fund's behalf. Orders for purchase or redemption will be deemed to
have been received by the Fund when such brokers or their authorized designees
accept the orders. Subject to the terms of the contract between the Fund and the
broker, ordinarily orders will be priced at a class's net asset value next
computed after acceptance by such brokers or their authorized designees.
Further, if purchases or redemptions of the Fund's shares are arranged and
settlement is made at an investor's election through any other authorized NASD
member, that member may, at its discretion, charge a fee for that service. The
Board of Trustees and the Distributor, each has the right to limit the amount of
purchases by, and to refuse to sell to, any person. The Trustees and the
Distributor may suspend or terminate the offering of shares of the Fund at any
time for any reason.

The Board of Trustees and the Distributor, each has the right to limit,
for any reason, the amount of purchases by and to refuse to sell to any person
and each may suspend or terminate the offering of shares of the Fund at any time
for any reason.

<PAGE>

the investor. The Fund reserves the right, following 30 days' notice, to redeem
all shares in accounts without a correct certified Social Security or tax
identification number. A shareholder may avoid involuntary redemption by
providing the Fund with a tax identification number during the 30-day notice
period.

The Trust may issue shares at net asset value in connection with any
merger or consolidation with, or acquisition of the assets of, any investment
company or personal holding company, subject to the requirements of the 1940
Act.

The following disclosure replaces the disclosure regarding "Exchanges" on page
15:

Exchanges

Exchanges are comprised of a redemption from one Scudder Fund and a
purchase into another Scudder Fund. The purchase side of the exchange either may
be an additional investment into an existing account or may involve opening a
new account in the other Fund. When an exchange involves a new account, the new
account will be established with the same registration, tax identification
number, address, telephone redemption option, "Scudder Automated Information
Line" (SAIL) transaction authorization and dividend option as the existing
account. Other features will not carry over automatically to the new account.
Exchanges to a new Fund account must be for a minimum of $2,500 for S Class and
$1,000 for AARP Class. When an exchange represents an additional investment into
an existing account, the account receiving the exchange proceeds must have
identical registration, address, and account options/features as the account of
origin. Exchanges into an existing account must be for $100 or more. If the
account receiving the exchange proceeds is to be different in any respect, the
exchange request must be in writing and must contain an original signature
guarantee.

Exchange orders received before the close of regular trading on the
Exchange on any business day ordinarily will be executed at respective net asset
values determined on that day. Exchange orders received after the close of
regular trading on the Exchange will be executed on the following business day.

Investors may also request, at no extra charge, to have exchanges
automatically executed on a predetermined schedule from one Scudder Fund to an
existing account in another Scudder Fund, at current net asset value, through
Scudder's Systematic Exchange Program. Exchanges must be for a minimum of $50.
Shareholders may add this free feature over the telephone or in writing.
Automatic Exchanges will continue until the shareholder requests by telephone or
in writing to have the feature removed, or until the originating account is
depleted. The Trust and the Transfer Agent each reserves the right to suspend or
terminate the privilege of the Systematic Exchange Program at any time.

There is no charge to the shareholder for any exchange described above.
An exchange into another Scudder Fund is a redemption of shares and therefore
may result in tax consequences (gain or loss) to the shareholder, and the
proceeds of such an exchange may be subject to backup withholding. (See
"TAXES.")

Investors currently receive the exchange privilege, including exchange
by telephone, automatically without having to elect it. The Fund employs
procedures, including recording telephone calls, testing a caller's identity,
and sending written confirmation of telephone transactions, designed to give
reasonable assurance that instructions communicated by telephone are genuine,
and to discourage fraud. To the extent that the Fund does not follow such
procedures, it may be liable for losses due to unauthorized or fraudulent
telephone instructions. The Fund will not be liable for acting upon instructions
communicated by telephone that it reasonably believes to be genuine. The Fund
and the Transfer Agent each reserves the right to suspend or terminate the
privilege of exchanging by telephone or fax at any time.

The Scudder Funds into which investors may make an exchange are listed
under "THE SCUDDER FAMILY OF FUNDS" herein. Before making an exchange,
shareholders should obtain from

<PAGE>

Scudder Investor Services, Inc. a prospectus of the Scudder Fund into which the
exchange is being contemplated. The exchange privilege may not be available for
certain Scudder Funds or classes of Scudder Funds. For more information, please
call 1-800-225-5163. Investors interested in exchanging AARP Class shares of the
Fund should call 1-800-253-2277 for more information.

Scudder retirement plans may have different exchange requirements.
Please refer to appropriate plan literature.

The following disclosure replaces the disclosure regarding "Redemptions" on page
16:

Redemption By Telephone

Shareholders currently receive the right automatically, without having
to elect it, to redeem by telephone up to $100,000 and have the proceeds mailed
to their address of record. Shareholders may also request by telephone to have
the proceeds mailed or wired to their predesignated bank account. In order to
request wire redemptions by telephone, shareholders must have completed and
returned to the Transfer Agent the application, including the designation of a
bank account to which the redemption proceeds are to be sent.

(a) NEW INVESTORS wishing to establish the telephone redemption
privilege must complete the appropriate section on the
application.

(b) EXISTING SHAREHOLDERS (except those who are Scudder IRA,
Scudder pension and profit-sharing, Scudder 401(k) and Scudder
403(b) Planholders) who wish to establish telephone redemption
to a predesignated bank account or who want to change the bank
account previously designated to receive redemption proceeds
should either return a Telephone Redemption Option Form
(available upon request), or send a letter identifying the
account and specifying the exact information to be changed.
The letter must be signed exactly as the shareholder's name(s)
appears on the account. An original signature and an original
signature guarantee are required for each person in whose name
the account is registered.

If a request for a redemption to a shareholder's bank account is made
by telephone or fax, payment will be by Federal Reserve bank wire to the bank
account designated on the application, unless a request is made that the
redemption check be mailed to the designated bank account. There will be a $5
charge for all wire redemptions.

Note: Investors designating a savings bank to receive their telephone
redemption proceeds are advised that if the savings bank is not a
participant in the Federal Reserve System, redemption proceeds must be
wired through a commercial bank which is a correspondent of the savings
bank. As this may delay receipt by the shareholder's account, it is
suggested that investors wishing to use a savings bank discuss wire
procedures with their bank and submit any special wire transfer
information with the telephone redemption authorization. If appropriate
wire information is not supplied, redemption proceeds will be mailed to
the designated bank.

The Fund employs procedure, including recording telephone calls,
testing a caller's identity, and sending written confirmation of telephone
transactions, designed to give reasonable assurance that instructions
communicated by telephone are genuine, and to discourage fraud. To the extent
that the Fund does not follow such procedures, it may be liable for losses due
to unauthorized or fraudulent telephone instructions. The Fund will not be
liable for acting upon instructions communicated by telephone that it reasonably
believes to be genuine.
<PAGE>

Redemption requests by telephone (technically a repurchase agreement
between the Fund and the shareholder) of shares purchased by check will not be
accepted until the purchase check has cleared which may take up to seven
business days.

Redemption by QuickSell

Shareholders whose predesignated bank account of record is a member of
the Automated Clearing House Network (ACH) and have elected to participate in
the QuickSell program may sell shares of the Fund by telephone. Redemptions must
be for at least $250. Proceeds in the amount of your redemption will be
transferred to your bank checking account in two or three business days
following your call. For requests received by the close of regular trading on
the Exchange, normally 4 p.m. eastern time, Shares will be redeemed at the net
asset value per share calculated at the close of trading on the day of your
call. QuickSell requests received after the close of regular trading on the
Exchange will begin their processing the following business day. QuickSell
transactions are not available for IRA accounts and most other retirement plan
accounts.

In order to request redemptions by QuickSell, shareholders must have
completed and returned to the Transfer Agent the application, including the
designation of a bank account. New investors wishing to establish QuickSell may
so indicate on the application. Existing shareholders who wish to add QuickSell
to their account may do so by completing a QuickSell Enrollment Form. After
sending in an enrollment form, shareholders should allow for 15 days for this
service to be available.

The Fund employ procedures, including recording telephone calls,
testing a caller's identity, and sending written confirmation of telephone
transactions, designed to give reasonable assurance that instructions
communicated by telephone are genuine, and to discourage fraud. To the extent
that the Fund does not follow such procedures, it may be liable for losses due
to unauthorized or fraudulent telephone instructions. The Fund will not be
liable for acting upon instructions communicated by telephone that it reasonably
believes to be genuine.

Redemption by Mail or Fax

Any existing share certificates representing shares being redeemed must
accompany a request for redemption and be duly endorsed or accompanied by a
proper stock assignment form with signature(s) guaranteed.

In order to ensure proper authorization before redeeming shares, the
Transfer Agent may request additional documents such as, but not restricted to,
stock powers, trust instruments, certificates of death, appointments as
executor, certificates of corporate authority and waivers of tax (required in
some states when settling estates).

It is suggested that shareholders holding shares registered in other
than individual names contact the Transfer Agent prior to any redemptions to
ensure that all necessary documents accompany the request. When shares are held
in the name of a corporation, trust, fiduciary agent, attorney or partnership,
the Transfer Agent requires, in addition to the stock power, certified evidence
of authority to sign. These procedures are for the protection of shareholders
and should be followed to ensure prompt payment. Redemption requests must not be
conditional as to date or price of the redemption. Proceeds of a redemption will
be sent within seven (7) business days after receipt by the Transfer Agent of a
request for redemption that complies with the above requirements. Delays of more
than seven (7) days of payment for shares tendered for repurchase or redemption
may result, but only until the purchase check has cleared.

The requirements for IRA redemptions are different from those for
regular accounts. For more information call 1-800-225-5163.
<PAGE>

The following disclosure replaces the disclosure regarding "Internet access" on
page 18 and applies to each class of the Fund except as noted:

Internet access

World Wide Web Site -- The address of the Scudder Funds site is www.scudder.com.
The address for the AARP Class of shares is aarp.scudder.com. These sites offer
guidance on global investing and developing strategies to help meet financial
goals and provides access to the Scudder investor relations department via
e-mail. The sites also enable users to access or view Fund prospectuses and
profiles with links between summary information in Fund Summaries and details in
the Prospectus. Users can fill out new account forms on-line, order free
software, and request literature on Funds.

Account Access -- The Adviser is among the first mutual fund families to allow
shareholders to manage their fund accounts through the World Wide Web. Scudder
Fund shareholders can view a snapshot of current holdings, review account
activity and move assets between Scudder Fund accounts.

The Adviser's personal portfolio capabilities -- known as SEAS (Scudder
Electronic Account Services) -- are accessible only by current Scudder Fund
shareholders who have set up a Personal Page on Scudder's Web sites. Using a
secure Web browser, shareholders sign on to their account with their Social
Security number and their SAIL password. As an additional security measure,
users can change their current password or disable access to their portfolio
through the World Wide Web.

An Account Activity option reveals a financial history of transactions
for an account, with trade dates, type and amount of transaction, share price
and number of shares traded. For users who wish to trade shares between Scudder
Funds, the Fund Exchange option provides a step-by-step procedure to exchange
shares among existing fund accounts or to new Scudder Fund accounts.

The following information replaces the disclosure on page 18 regarding
"Dividends and Capital Gains Distribution Options":

Dividends and Capital Gains Distribution Options

Investors have freedom to choose whether to receive cash or to reinvest
any dividends from net investment income or distributions from realized capital
gains in additional shares of the Fund. A change of instructions for the method
of payment may be given to the Transfer Agent in writing at least five days
prior to a dividend record date. Shareholders may change their dividend option
by calling 1-800-225-5163 for S Class and 1-800-253-2277 for AARP Class or by
sending written instructions to the Transfer Agent. Please include your account
number with your written request.

Reinvestment is usually made at the closing net asset value of the
class determined on the business day following the record date. Investors may
leave standing instructions with the Transfer Agent designating their option for
either reinvestment or cash distribution of any income dividends or capital
gains distributions. If no election is made, dividends and distributions will be
invested in additional class shares of the Fund.

Investors may also have dividends and distributions automatically
deposited to their predesignated bank account through Scudder's Direct
Distributions Program. Shareholders who elect to participate in the Direct
Distributions Program, and whose predesignated checking account of record is
with a member bank of Automated Clearing House Network (ACH) can have income and
capital gain distributions automatically deposited to their personal bank
account usually within three business days after the Fund pays its distribution.
A Direct Distributions request form can be obtained by calling 1-800-225-5163
for S Class and 1-800-253-2277 for AARP Class. Confirmation Statements will be
mailed to shareholders as notification that distributions have been deposited.
<PAGE>

Investors choosing to participate in Scudder's Automatic Withdrawal
Plan must reinvest any dividends or capital gains. For most retirement plan
accounts, the reinvestment of dividends and capital gains is also required.

The following information replaces the information regarding "Automatic
Withdrawal Plan" on page 23:

Non-retirement plan shareholders may establish an Automatic Withdrawal
Plan to receive monthly, quarterly or periodic redemptions from his or her
account for any designated amount of $50 or more. Shareholders may designate
which day they want the automatic withdrawal to be processed. The check amounts
may be based on the redemption of a fixed dollar amount, fixed share amount,
percent of account value or declining balance. The Plan provides for income
dividends and capital gains distributions, if any, to be reinvested in
additional Shares. Shares are then liquidated as necessary to provide for
withdrawal payments. Since the withdrawals are in amounts selected by the
investor and have no relationship to yield or income, payments received cannot
be considered as yield or income on the investment and the resulting
liquidations may deplete or possibly extinguish the initial investment and any
reinvested dividends and capital gains distributions. Requests for increases in
withdrawal amounts or to change the payee must be submitted in writing, signed
exactly as the account is registered, and contain signature guarantee(s). Any
such requests must be received by the Fund's transfer agent ten days prior to
the date of the first automatic withdrawal. An Automatic Withdrawal Plan may be
terminated at any time by the shareholder, the Trust or its agent on written
notice, and will be terminated when all Shares of the Fund under the Plan have
been liquidated or upon receipt by the Trust of notice of death of the
shareholder.

An Automatic Withdrawal Plan request form can be obtained by calling
1-800-225-5163 for S Class and 1-800-253-2277 for AARP Class.

The following information replaces the information regarding "Automatic
Investment Plan" on page 24:

Shareholders may arrange to make periodic investments in S Class shares
through automatic deductions from checking accounts by completing the
appropriate form and providing the necessary documentation to establish this
service. The minimum investment is $50 for S Class shares.

Shareholders may arrange to make periodic investments in the AARP Class
of the Fund through automatic deductions from checking accounts. The minimum
pre-authorized investment amount is $500. New shareholders who open a Gift to
Minors Account pursuant to the Uniform Gift to Minors Act (UGMA) and the Uniform
Transfer to Minors Act (UTMA) and who sign up for the Automatic Investment Plan
will be able to open the Fund account for less than $500 if they agree to
increase their investment to $500 within a 10 month period. Investors may also
invest in any AARP Class for $500 if they establish a plan with a minimum
automatic investment of at least $100 per month. This feature is only available
to Gifts to Minors Account investors. The Automatic Investment Plan may be
discontinued at any time without prior notice to a shareholder if any debit from
their bank is not paid, or by written notice to the shareholder at least thirty
days prior to the next scheduled payment to the Automatic Investment Plan.

The Automatic Investment Plan involves an investment strategy called
dollar cost averaging. Dollar cost averaging is a method of investing whereby a
specific dollar amount is invested at regular intervals. By investing the same
dollar amount each period, when shares are priced low the investor will purchase
more shares than when the share price is higher. Over a period of time this
investment approach may allow the investor to reduce the average price of the
shares purchased. However, this investment approach does not assure a profit or
protect against loss. This type of regular investment program may be suitable
for various investment goals such as, but not limited to, college planning or
saving for a home.
<PAGE>

The following information supplements the first paragraph of "Fund Organization"
on page 27:

The Fund is further divided into two classes of shares, the AARP Class
and the S Class shares.

The following information replaces the information regarding "Personal
Investments by Employees of the Adviser" on page 29:

Code of Ethics

The Fund, the Adviser and principal underwriter have each adopted codes of
ethics under rule 17j-1 of the Investment Company Act. Board members, officers
of the Fund and employees of the Adviser and principal underwriter are permitted
to make personal securities transactions, including transactions in securities
that may be purchased or held by the Fund, subject to requirements and
restrictions set forth in the applicable Code of Ethics. The Adviser's Code of
Ethics contains provisions and requirements designed to identify and address
certain conflicts of interest between personal investment activities and the
interests of the Fund. Among other things, the Adviser's Code of Ethics
prohibits certain types of transactions absent prior approval, imposes time
periods during which personal transactions may not be made in certain
securities, and requires the submission of duplicate broker confirmations and
quarterly reporting of securities transactions. Additional restrictions apply to
portfolio managers, traders, research analysts and others involved in the
investment advisory process. Exceptions to these and other provisions of the
Adviser's Code of Ethics may be granted in particular circumstances after review
by appropriate personnel.

As of _____________, the following information replaces the information
regarding "Trustees and Officers" on page 32:

<TABLE>
<CAPTION>
TRUSTEES AND OFFICERS OF INVESTMENT TRUST

Position with
Underwriter,
Scudder Investor
Name, Age, and Address Position with Fund Principal Occupation** Services, Inc.
- ---------------------- ------------------ ---------------------- --------------
<S> <C> <C> <C>
Henry P. Becton, Jr. (56) Trustee President and General Manager, WGBH --
WGBH Educational Foundation
125 Western Avenue
Allston, MA 02134

Linda C. Coughlin (48)+* Trustee Managing Director of Scudder Kemper Senior Vice President
Investments, Inc.

Dawn-Marie Driscoll (53) Trustee Executive Fellow, Center for Business --
4909 SW 9th Place Ethics, Bentley College; President,
Cape Coral, FL 33914 Driscoll Associates

Edgar R. Fiedler (70) Trustee Senior Fellow and Economic --
50023 Brogden Counsellor, The Conference Board, Inc.
Chapel Hill, NC

Keith R. Fox (45) Trustee Private Equity Investor, President, --
10 East 53rd Street Exeter Capital Management Corporation
New York, NY 10022
<PAGE>
Position with
Underwriter,
Scudder Investor
Name, Age, and Address Position with Fund Principal Occupation** Services, Inc.
- ---------------------- ------------------ ---------------------- --------------

Joan E. Spero (55) Trustee President, Doris Duke Charitable --
Doris Duke Charitable Foundation Foundation; Department of State -
650 Fifth Avenue Undersecretary of State for Economic,
New York, NY 10128 Business and Agricultural Affairs
(March 1993 to January 1997)

Jean Gleason Stromberg (56) Trustee Consultant; Director, Financial --
3816 Military Road, NW Institutions Issues, U.S. General
Washington, D.C. Accounting Office (1996-1997);
Partner, Fulbright & Jaworski Law
Firm (1978-1996)

Jean C. Tempel (56) Trustee Managing Partner, Technology Equity --
Ten Post Office Square Suite Partners
1325Boston, MA 02109

Steven Zaleznick (45)* Trustee President and CEO, AARP Services, Inc. --
(address)

Ann M. McCreary (43) # Vice President Managing Director of Scudder Kemper --
Investments, Inc.

John R. Hebble (42)+ Treasurer Senior Vice President of Scudder Assistant Treasurer
Kemper Investments, Inc.

Caroline Pearson (38)+ Assistant Secretary Senior Vice President of Scudder Clerk
Kemper Investments, Inc.; Associate,
Dechert Price & Rhoads (law firm)
1989 - 1997

John Millette (37)+ Vice President and Vice President of Scudder Kemper --
Secretary Investments, Inc.
</TABLE>

* Ms. Couglin and Mr. Zaleznick are considered by the Fund and its
counsel to be "interested persons" of the Adviser or of the Trust as
defined in the 1940 Act.
** Unless otherwise stated, all officers and directors have been
associated with their respective companies for more than five years,
but not necessarily in the same capacity.
+ Address: Two International Place, Boston, Massachusetts 02110
# Address: 345 Park Avenue, New York, New York 10154

The Trustees and officers of the Trust also serve in similar capacities
with respect to other Scudder Funds.

The following information regarding the "Administrative Fee" is added on page
39:

Administrative Fee
<PAGE>

The Fund has entered into administrative services agreements with
Scudder Kemper (the "Administration Agreements"), pursuant to which Scudder
Kemper will provide or pay others to provide substantially all of the
administrative services required by the Fund (other than those provided by
Scudder Kemper under its investment management agreement with the Fund, as
described above) in exchange for the payment by the Fund of an administrative
services fee (the "Administrative Fee") of 0.250% of its average daily net
assets. One effect of these arrangements is to make the Fund's future expense
ratio more predictable. The Administrative Fee will become effective on or about
September 11, 2000.

Various third-party service providers (the "Service Providers"), some
of which are affiliated with Scudder Kemper, provide certain services to the
Fund pursuant to separate agreements with the Fund. Scudder Fund Accounting
Corporation, a subsidiary of Scudder Kemper, computes net asset value for the
Fund and maintains their accounting records. Scudder Service Corporation, also a
subsidiary of Scudder Kemper, is the transfer, shareholder servicing and
dividend-paying agent for the shares of the Fund. Scudder Trust Company, an
affiliate of Scudder Kemper, provides subaccounting and recordkeeping services
for shareholders in certain retirement and employee benefit plans. As custodian,
Brown Brothers Harriman holds the portfolio securities of the Fund, pursuant to
a custodian agreement. PricewaterhouseCoopers LLP audits the financial
statements of the Fund and provides other audit, tax, and related services.
Dechert Price & Rhoads acts as general counsel for the Fund. In addition to the
fees they pay under the investment management agreements with Scudder Kemper,
the Fund pays the fees and expenses associated with these service arrangements,
as well as the Fund's insurance, registration, printing, postage and other
costs.

Scudder Kemper will pay the Service Providers for the provision of
their services to the Fund and will pay other Fund expenses, including
insurance, registration, printing and postage fees. In return, the Fund will pay
Scudder Kemper an Administrative Fee.

The Administration Agreement has an initial term of three years,
subject to earlier termination by the Fund's Board. The fee payable by the Fund
to Scudder Kemper pursuant to the Administration Agreements is reduced by the
amount of any credit received from the Fund's custodian for cash balances.

Certain expenses of the Fund will not be borne by Scudder Kemper under
the Administration Agreements, such as taxes, brokerage, interest and
extraordinary expenses; and the fees and expenses of the Independent Trustees
(including the fees and expenses of their independent counsel). In addition, the
Fund will continue to pay the fees required by its investment management
agreement with Scudder Kemper.

<PAGE>

SCUDDER DIVIDEND AND GROWTH FUND

SUPPLEMENT TO THE STATEMENT OF
ADDITIONAL INFORMATION DATED APRIL 12, 2000

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

On or about October 1, 2000, Scudder Dividend and Growth Fund will offer two
classes of shares to provide investors with different purchase options. The two
classes are: the S Class and the AARP Class. Each class has its own important
features and policies. In addition, as of the date noted above, all existing
shares of the fund will be redesignated S Class shares of the fund. Shares of
the AARP Class will be specially designed for members of the American
Association of Retired Persons ("AARP").

The following disclosure replaces the disclosure regarding "Additional
Information About Opening an Account" on page 16:

Additional Information About Opening an Account

The minimum initial purchase amount is less than $2,500 for the S Class
under certain plan accounts and is $1,000 for the AARP Class.

The following disclosure replaces the disclosure regarding "Minimum balances" on
page 16:

Minimum balances

The Fund reserves the right, following 60 days' written notice to
applicable shareholders, to:

<PAGE>

o [assess an annual $10 per Fund charge] (with the Fee to be
paid to the Fund) for any non-fiduciary/non-custodial account
without an automatic investment plan (AIP) in place and a
balance of less than $2,500 for S Class and $1,000 for AARP
Class; and

o redeem all shares in Fund accounts below $1,000 where a
reduction in value has occurred due to a redemption, exchange
or transfer out of the account. The Fund will mail the
proceeds of the redeemed account to the shareholder.

The following disclosure replaces the disclosure regarding "Additional
Information About Making Subsequent Investments by QuickBuy" on page 17:

Additional Information About Making Subsequent Investments by QuickBuy

<PAGE>

Investors interested in making subsequent investments in the AARP Class
of the Fund should call 1-800-253-2277 for further instruction.

The following information replaces the disclosure on page 18 of the SAI relating
to "Share Price," "Share Certificates" and "Other Information":

Share Price

There is no sales charge in connection with the purchase of shares of
any class of the Fund.

Share Certificates

Other Information

The "Tax Identification Number" section of the Application must be
completed when opening an account. Applications and purchase orders without a
certified tax identification number and certain other certified information
(e.g., from exempt organizations a certification of exempt status), will be
returned to the investor. The Fund reserves the right, following 30 days'
notice, to redeem all shares in accounts without a correct certified Social
Security or tax identification number. A shareholder may avoid involuntary
redemption by providing the Fund with a tax identification number during the
30-day notice period.

<PAGE>

The following disclosure replaces the disclosure regarding "Exchanges" on page
19:

Exchanges

The Scudder Funds into which investors may make an exchange are listed
under "THE SCUDDER FAMILY OF FUNDS" herein. Before making an exchange,
shareholders should obtain from Scudder Investor Services, Inc. a prospectus of
the Scudder Fund into which the exchange is being contemplated. The exchange
privilege may not be available for certain Scudder Funds or classes of Scudder
Funds. For more information, please call 1-800-225-5163. Investors interested in
exchanging AARP Class shares of the Fund should call 1-800-253-2277 for more
information.

Scudder retirement plans may have different exchange requirements.
Please refer to appropriate plan literature.

<PAGE>

The following disclosure replaces the disclosure regarding "Redemptions" on page
19:

Redemption By Telephone

(a) NEW INVESTORS wishing to establish the telephone redemption
privilege must complete the appropriate section on the
application.

Redemption by QuickSell

<PAGE>

will be transferred to your bank checking account in two or three business days
following your call. For requests received by the close of regular trading on
the Exchange, normally 4 p.m. eastern time, Shares will be redeemed at the net
asset value per share calculated at the close of trading on the day of your
call. QuickSell requests received after the close of regular trading on the
Exchange will begin their processing the following business day. QuickSell
transactions are not available for IRA accounts and most other retirement plan
accounts.

Redemption by Mail or Fax

The requirements for IRA redemptions are different from those for
regular accounts. For more information call 1-800-225-5163.

The following disclosure replaces the disclosure regarding "Internet access" on
page 22 and applies to each class of the Fund except as noted:

Internet access

<PAGE>

summary information in Fund Summaries and details in the Prospectus. Users can
fill out new account forms on-line, order free software, and request literature
on Funds.

The following information replaces the disclosure on page 22 regarding
"Dividends and Capital Gains Distribution Options":

Dividends and Capital Gains Distribution Options

The following information replaces the information regarding "Automatic
Withdrawal Plan" on page 27:

Non-retirement plan shareholders may establish an Automatic Withdrawal
Plan to receive monthly, quarterly or periodic redemptions from his or her
account for any designated amount of $50 or

<PAGE>

more. Shareholders may designate which day they want the automatic withdrawal to
be processed. The check amounts may be based on the redemption of a fixed dollar
amount, fixed share amount, percent of account value or declining balance. The
Plan provides for income dividends and capital gains distributions, if any, to
be reinvested in additional Shares. Shares are then liquidated as necessary to
provide for withdrawal payments. Since the withdrawals are in amounts selected
by the investor and have no relationship to yield or income, payments received
cannot be considered as yield or income on the investment and the resulting
liquidations may deplete or possibly extinguish the initial investment and any
reinvested dividends and capital gains distributions. Requests for increases in
withdrawal amounts or to change the payee must be submitted in writing, signed
exactly as the account is registered, and contain signature guarantee(s). Any
such requests must be received by the Fund's transfer agent ten days prior to
the date of the first automatic withdrawal. An Automatic Withdrawal Plan may be
terminated at any time by the shareholder, the Trust or its agent on written
notice, and will be terminated when all Shares of the Fund under the Plan have
been liquidated or upon receipt by the Trust of notice of death of the
shareholder.

An Automatic Withdrawal Plan request form can be obtained by calling
1-800-225-5163 for S Class and 1-800-253-2277 for AARP Class.

The following information replaces the information regarding "Automatic
Investment Plan" on page 28:

The following information supplements the second paragraph of "Organization of
the Fund" on page 31:

The Fund is further divided into two classes of shares, the AARP Class
and the S Class shares.

The following information replaces the information regarding "Personal
Investments by Employees of the Adviser" on page 41:

Code of Ethics

<PAGE>

As of _____________, the following information replaces the information
regarding "Trustees and Officers" on page 35:

<TABLE>
<CAPTION>
TRUSTEES AND OFFICERS OF INVESTMENT TRUST

<S> <C> <C> <C>
Henry P. Becton, Jr. (56) Trustee President and General Manager, WGBH --
WGBH Educational Foundation
125 Western Avenue
Allston, MA 02134

Linda C. Coughlin (48)+* Trustee Managing Director of Scudder Kemper Senior Vice President
Investments, Inc.

Dawn-Marie Driscoll (53) Trustee Executive Fellow, Center for Business --
4909 SW 9th Place Ethics, Bentley College; President,
Cape Coral, FL 33914 Driscoll Associates

Edgar R. Fiedler (70) Trustee Senior Fellow and Economic --
50023 Brogden Counsellor, The Conference Board, Inc.
Chapel Hill, NC

Keith R. Fox (45) Trustee Private Equity Investor, President, --
10 East 53rd Street Exeter Capital Management Corporation
New York, NY 10022

<PAGE>

Jean C. Tempel (56) Trustee Managing Partner, Technology Equity --
Ten Post Office Square Suite Partners
1325Boston, MA 02109

Steven Zaleznick (45)* Trustee President and CEO, AARP Services, Inc. --
(address)

Ann M. McCreary (43) # Vice President Managing Director of Scudder Kemper --
Investments, Inc.

John R. Hebble (42)+ Treasurer Senior Vice President of Scudder Assistant Treasurer
Kemper Investments, Inc.

Caroline Pearson (38)+ Assistant Secretary Senior Vice President of Scudder Clerk
Kemper Investments, Inc.; Associate,
Dechert Price & Rhoads (law firm)
1989 - 1997

John Millette (37)+ Vice President and Vice President of Scudder Kemper --
Secretary Investments, Inc.
</TABLE>

The Trustees and officers of the Trust also serve in similar capacities
with respect to other Scudder Funds.

[Shareholdings to be updated]

The following information regarding the "Administrative Fee" is added on page
39:

<PAGE>

Administrative Fee

The Fund has entered into administrative services agreements with
Scudder Kemper (the "Administration Agreements"), pursuant to which Scudder
Kemper will provide or pay others to provide substantially all of the
administrative services required by the Fund (other than those provided by
Scudder Kemper under its investment management agreement with the Fund, as
described above) in exchange for the payment by the Fund of an administrative
services fee (the "Administrative Fee") of 0.30% of its average daily net
assets. One effect of these arrangements is to make the Fund's future expense
ratio more predictable. The Administrative Fee will become effective on or about
October 1, 2000.

<PAGE>
SCUDDER GROWTH AND INCOME FUND

SUPPLEMENT TO THE STATEMENT OF
ADDITIONAL INFORMATION DATED APRIL 12, 2000

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

On August 14, 2000, Scudder Growth and Income Fund will offer two classes of
shares to provide investors with different purchase options. The three classes
are: the S Class, R Class and the AARP Class. Each class has its own important
features and policies. In addition, as of the date noted above, all existing
Scudder shares of the fund were redesignated S Class shares of the fund. Shares
of the AARP Class will be specially designed for members of the American
Association of Retired Persons ("AARP").

The following disclosure replaces the disclosure regarding "Additional
Information About Opening an Account" on page 15:

Additional Information About Opening an Account

The minimum initial purchase amount is less than $2,500 for the S Class
under certain plan accounts and is $1,000 for the AARP Class.

The following disclosure replaces the disclosure regarding "Minimum balances" on
page 15:

Minimum balances

The Fund reserves the right, following 60 days' written notice to
applicable shareholders, to:

<PAGE>

The following disclosure replaces the disclosure regarding "Additional
Information About Making Subsequent Investments by QuickBuy" on page 16:

Additional Information About Making Subsequent Investments by QuickBuy

<PAGE>

Investors interested in making subsequent investments in the AARP Class
of the Fund should call 1-800-253-2277 for further instruction.

The following information replaces the disclosure on page 17 of the SAI relating
to "Share Price," "Share Certificates" and "Other Information":

Share Price

There is no sales charge in connection with the purchase of shares of
any class of the Fund.

Share Certificates

Other Information

<PAGE>

the investor. The Fund reserves the right, following 30 days'
notice, to redeem all shares in accounts without a correct certified Social
Security or tax identification number. A shareholder may avoid involuntary
redemption by providing the Fund with a tax identification number during the
30-day notice period.

The following disclosure replaces the disclosure regarding "Exchanges" on page
18:

Exchanges

The Scudder Funds into which investors may make an exchange are listed
under "THE SCUDDER FAMILY OF FUNDS" herein. Before making an exchange,
shareholders should obtain from

<PAGE>

Scudder retirement plans may have different exchange requirements.
Please refer to appropriate plan literature.

The following disclosure replaces the disclosure regarding "Redemptions" on page
18:

Redemption By Telephone

(a) NEW INVESTORS wishing to establish the telephone redemption
privilege must complete the appropriate section on the
application.

<PAGE>

Redemption by QuickSell

Redemption by Mail or Fax

The requirements for IRA redemptions are different from those for
regular accounts. For more information call 1-800-225-5163.

<PAGE>

The following disclosure replaces the disclosure regarding "Internet access" on
page 22 and applies to each class of the Fund except as noted:

Internet access

The following information replaces the disclosure on page 22 regarding
"Dividends and Capital Gains Distribution Options":

Dividends and Capital Gains Distribution Options

<PAGE>

The following information replaces the information regarding "Automatic
Withdrawal Plan" on page 28:

An Automatic Withdrawal Plan request form can be obtained by calling
1-800-225-5163 for S Class and 1-800-253-2277 for AARP Class.

The following information replaces the information regarding "Automatic
Investment Plan" on page 28:

<PAGE>

The following information replaces the last sentence in the first paragraph of
"Organization of the Fund" on page 32:

The Fund is further divided into three classes of shares, the AARP
Class, the S Class shares and the R Class shares.

The following information replaces the fifth complete paragraph under
"Investment Adviser" on page 34:

The present investment management agreement (the "Agreement") was approved by
the Trustees on February 7, 2000 and became effective ________________. The
Agreement will continue in effect until September 30, 2001 and from year to year
thereafter only if its continuance is approved annually by the vote of a
majority of those Trustees who are not parties to such Agreement or interested
persons of the Adviser or the Trust, cast in person at a meeting called for the
purpose of voting on such approval, and either by a vote of the Trust's Trustees
or of a majority of the outstanding voting securities of the Fund. The Agreement
may be terminated at any time without payment of penalty by either party on
sixty days' written notice and automatically terminate in the event of its
assignment.

The following information replaces the fourth complete paragraph under
"Investment Adviser" on page 35:

For the Adviser's services from September 7, 1998 until __________, the Fund
paid the Adviser an annual fee of 0.60% of the first $500 million of average
daily net asset, 0.55% of such assets in excess of $500 million, 0.50% of such
assets in excess of $1 billion, 0.475% of such assets in excess of $1.5 billion,
0.45% of such assets in excess of $2 billion, 0.425% of such assets in excess of
$3 billion, 0.405% of such assets in excess of $4.5 billion, 0.3875% of such
assets in excess of $6 billion, and 0.37% of such assets in excess of $10
billion.

For the Adviser's services after ______________, the Fund pays Scudder Kemper a
fee equal to 0.450% of average daily net assets on such assets up to $14
billion, 0.425% of average daily net assets on such assets exceeding $14
billion, 0.400% of average daily net assets on such assets exceeding $16
billion, and 0.385% of average daily net assets on such assets exceeding $18
billion. The fee is graduated so that increases in the Fund's net assets may
result in a lower annual fee rate and decreases in the Fund's net assets may
result in a higher annual fee rate. The fee is payable monthly, provided that
the Fund will make such interim payments as may be requested by the Adviser not
to exceed 75% of the amount of the fee then accrued on the books of the Fund and
unpaid.

The following information replaces the information regarding "Personal
Investments by Employees of the Adviser" on page 36:

Code of Ethics

<PAGE>

of the Adviser's Code of Ethics may be granted in particular circumstances after
review by appropriate personnel.

As of _____________, the following information replaces the information
regarding "Trustees and Officers" on page 36:

TRUSTEES AND OFFICERS OF INVESTMENT TRUST

<TABLE>
<CAPTION>
Position with
Underwriter,
Scudder Investor
Name, Age, and Address Position with Fund Principal Occupation** Services, Inc.
- ---------------------- ------------------ ---------------------- --------------
<S> <C> <C> <C>
Henry P. Becton, Jr. (56) Trustee President and General Manager, WGBH --
WGBH Educational Foundation
125 Western Avenue
Allston, MA 02134

Linda C. Coughlin (48)+* Trustee Managing Director of Scudder Kemper Senior Vice President
Investments, Inc.

Dawn-Marie Driscoll (53) Trustee Executive Fellow, Center for Business --
4909 SW 9th Place Ethics, Bentley College; President,
Cape Coral, FL 33914 Driscoll Associates

Edgar R. Fiedler (70) Trustee Senior Fellow and Economic --
50023 Brogden Counsellor, The Conference Board, Inc.
Chapel Hill, NC

Keith R. Fox (45) Trustee Private Equity Investor, President, --
10 East 53rd Street Exeter Capital Management Corporation
New York, NY 10022

Jean C. Tempel (56) Trustee Managing Partner, Technology Equity --
Ten Post Office Square Suite Partners
1325Boston, MA 02109

Steven Zaleznick (45)* Trustee President and CEO, AARP Services, Inc. --
(address)

<PAGE>

Position with
Underwriter,
Scudder Investor
Name, Age, and Address Position with Fund Principal Occupation** Services, Inc.
- ---------------------- ------------------ ---------------------- --------------
Ann M. McCreary (43) # Vice President Managing Director of Scudder Kemper --
Investments, Inc.

John R. Hebble (42)+ Treasurer Senior Vice President of Scudder Assistant Treasurer
Kemper Investments, Inc.

Caroline Pearson (38)+ Assistant Secretary Senior Vice President of Scudder Clerk
Kemper Investments, Inc.; Associate,
Dechert Price & Rhoads (law firm)
1989 - 1997

John Millette (37)+ Vice President and Vice President of Scudder Kemper --
Secretary Investments, Inc.

The Trustees and officers of the Trust also serve in similar capacities
with respect to other Scudder Funds.

[Shareholdings to be updated]

The following information regarding the "Administrative Fee" is added on page
41:

Administrative Fee

The Fund has entered into administrative services agreements with
Scudder Kemper (the "Administration Agreements"), pursuant to which Scudder
Kemper will provide or pay others to provide substantially all of the
administrative services required by the Fund (other than those provided by
Scudder Kemper under its investment management agreement with the Fund, as
described above) in exchange for the payment by the Fund of an administrative
services fee (the "Administrative Fee") of 0.300% of its average daily net
assets. One effect of these arrangements is to make the Fund's future expense
ratio more predictable. The Administrative Fee will become effective on or about
August 14, 2000.

<PAGE>

pay under the investment management agreements with Scudder Kemper, the Fund
pays the fees and expenses associated with these service arrangements, as well
as the Fund's insurance, registration, printing, postage and other costs.

<PAGE>

Part A of this Post-Effective Amendment No.117 to the Registration Statement is
incorporated by reference in its entirety to the Scudder Dividend & Growth Fund,
Scudder Growth and Income Fund and Scudder S&P 500 Index Fund's Post-Effective
Amendment No. 114 on Form N-1A filed on April 12, 2000.

<PAGE>

Part B of this Post-Effective Amendment No.117 to the Registration Statement is
incorporated by reference in its entirety to the Scudder Dividend & Growth Fund,
Scudder Growth and Income Fund and Scudder S&P 500 Index Fund's Post-Effective
Amendment No. 114 on Form N-1A filed on April 12, 2000.

<PAGE>

<PAGE>
PART C. OTHER INFORMATION

INVESTMENT TRUST

<TABLE>
<CAPTION>
Item 23 Exhibits.
- ------- ---------

<S> <C> <C> <C>
(a) (1) Amended and Restated Declaration of Trust dated November 3, 1987.
(Incorporated by reference to Post-Effective Amendment No. 78 to the
Registration Statement.)

(2) Certificate of Amendment of Declaration of Trust dated November 13,
1990.
(Incorporated by reference to Post-Effective Amendment No. 78 to the
Registration Statement.)

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

(4) Certificate of Amendment of Declaration of Trust dated May 28, 1998.
(Incorporated by reference to Post-Effective Amendment No. 105 to
the Registration Statement, as filed on May 28, 1999.)

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

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

(7) Establishment and Designation of Series of Shares of Beneficial
Interest, $0.01 par value, with respect to Scudder Growth and Income
Fund, Scudder Large Company Growth Fund, Scudder Classic Growth
Fund, and Scudder S&P 500 Index Fund.
(Incorporated by reference to Post-Effective Amendment No. 105 to
the Registration Statement, as filed on May 28, 1999.)

(8) Establishment and Designation of Series of Shares of Beneficial
Interest, $0.01 par value, with respect to Scudder Real Estate
Investment Fund.
(Incorporated by reference to Post-Effective Amendment No. 105 to
the Registration Statement, as filed on May 28, 1999.)

Part C - Page 1
<PAGE>

(9) Establishment and Designation of Series of Shares of Beneficial
Interest, $0.01 par value, with respect to Dividend + Growth Fund.
(Incorporated by reference to Post-Effective Amendment No. 105 to
the Registration Statement, as filed on May 28, 1999.)

(10) Establishment and Designation of Series of Shares of Beneficial
Interest, $0.01 par value, with respect to Scudder Tax Managed
Growth Fund and Scudder Tax Managed Small Company Fund.
(Incorporated by reference to Post-Effective Amendment No. 105 to
the Registration Statement, as filed on May 28, 1999.)

(11) Establishment and Designation of Classes of Shares of Beneficial
Interest, $0.01 par value, Kemper A, B & C Shares, and Scudder S
Shares, with respect to Classic Growth Fund.
(Incorporated by reference to Post-Effective Amendment No. 94 to the
Registration Statement.)

(12) Establishment and Designation of Classes of Shares of Beneficial
Interest, $0.01 par value, Class R Shares, with respect to Scudder
Growth and Income Fund.
(Incorporated by reference to Post-Effective Amendment No. 105 to
the Registration Statement, as filed on May 28, 1999.)

(13) Establishment and Designation of Classes of Shares of Beneficial
Interest, $0.01 par value, Class R Shares, with respect to Scudder
Large Company Growth Fund.
(Incorporated by reference to Post-Effective Amendment No. 105 to
the Registration Statement, as filed on May 28, 1999.)

(14) Redesignation of Series, Scudder Classic Growth Fund to Classic
Growth Fund.
(Incorporated by reference to Post-Effective Amendment No. 94 to the
Registration Statement.)

(15) Redesignation of Series, Scudder Quality Growth Fund to Scudder
Large Company Growth Fund.
(Incorporated by reference to Post-Effective Amendment No. 105 to
the Registration Statement, as filed on May 28, 1999.)

(16) Redesignation of Series, Scudder Dividend + Growth Fund to Scudder
Dividend & Growth Fund.
(Incorporated by reference to Post-Effective Amendment No. 105 to
the Registration Statement, as filed on May 28, 1999.)

(a)(17) Establishment and Designation of Classes of Shares of Beneficial
Interest, $0.01 par value, Class S and AARP Class, with respect to
Scudder Dividend and Growth Fund is filed herein.

(a)(18) Amended and Restated Establishment and Designation of Classes of
Shares of Beneficial Interest, $0.01 par value, Class R, Class S and
AARP Shares with respect to Scudder Growth and Income Fund is filed
herein.

Part C - Page 2
<PAGE>

(a)(19) Establishment and Designation of Classes of Shares of Beneficial
Interest, $0.01 par value, Class S and AARP Shares, with respect to
Scudder S&P 500 Index Fund is filed herein.

(a)(20) Establishment and Designation of Classes of Shares of Beneficial
Interest, $0.01 par value, Class S and AARP Shares, with respect to
Scudder Small Company Stock Fund is filed herein.

(a)(21) Establishment and Designation of Classes of Shares of Beneficial
Interest, $0.01 par value, Class S and AARP Shares, with respect to
Scudder Capital Growth Fund is filed herein.

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

(d) (1) Investment Management Agreement between the Registrant (on behalf of
Scudder Growth and Income Fund) and Scudder Kemper Investments, Inc.
dated September 7, 1998.
(Incorporated by reference to Post-Effective Amendment No. 100 to
the Registration Statement.)

(2) Investment Management Agreement between the Registrant (on behalf of
Scudder Large Company Growth Fund) and Scudder Kemper Investments,
Inc. dated September 7, 1998.
(Incorporated by reference to Post-Effective Amendment No. 100 to
the Registration Statement.)

(3) Investment Management Agreement between the Registrant (on behalf of
Classic Growth Fund) and Scudder Kemper Investments, Inc. dated
September 7, 1998.
(Incorporated by reference to Post-Effective Amendment No. 100 to
the Registration Statement.)

(4) Investment Management Agreement between the Registrant (on behalf of
Scudder Real Estate Investment Fund) and Scudder Kemper Investments,
Inc. dated September 7, 1998.
(Incorporated by reference to Post-Effective Amendment No. 100 to
the Registration Statement.)

(5) Investment Management Agreement between the Registrant (on behalf of
Scudder S&P 500 Index Fund) and Scudder Kemper Investments, Inc.
dated September 7, 1998.
(Incorporated by reference to Post-Effective Amendment No. 100 to
the Registration Statement.)

(6) Investment Management Agreement between the Registrant (on behalf of
Scudder Dividend & Growth Fund) and Scudder Kemper Investments, Inc.
dated September 7, 1998.
(Incorporated by reference to Post-Effective Amendment No. 100 to
the Registration Statement.)

Part C - Page 3
<PAGE>

(7) Investment Management Agreement between the Registrant (on behalf of
Scudder Tax Managed Growth Fund) and Scudder Kemper Investments,
Inc. dated September 7, 1998.
(Incorporated by reference to Post-Effective Amendment No. 100 to
the Registration Statement.)

(8) Investment Management Agreement between the Registrant (on behalf of
Scudder Tax Managed Small Company Fund) and Scudder Kemper
Investments, Inc. dated September 7, 1998.
(Incorporated by reference to Post-Effective Amendment No. 100 to
the Registration Statement.)

(9) Investment Advisory Agreement between the Registrant (on behalf of
Scudder S&P 500 Index Fund) and Bankers Trust Company dated
September 9, 1999.
(Incorporated by reference to Post-Effective Amendment No. 109 to
the Registration Statement.)

(10) Investment Management Agreement between the Registrant (on behalf of
Scudder Growth and Income Fund) and Scudder Kemper Investments, Inc.
dated , 2000 to be filed by amendment.

(e) (1) Underwriting Agreement and Distribution Services Agreement between
the Registrant on behalf of Classic Growth Fund and Kemper
Distributors, Inc. dated September 7, 1998.
(Incorporated by reference to Post-Effective Amendment No. 100 to
the Registration Statement.)

(2) Underwriting Agreement between the Registrant and Scudder Investor
Services, Inc. dated September 7, 1998.
(Incorporated by reference to Post-Effective Amendment No. 100 to
the Registration Statement.)

(3) Amendment No. 1 dated August 31, 1999 to the Underwriting and
Distribution Services Agreement between the Registrant, on behalf of
Classic Growth Fund, and Kemper Distributors, Inc.
(Incorporated by reference to Post-Effective Amendment No. 109 to
the Registration Statement.)

(4) Amendment dated November 2, 1999 to the Underwriting and
Distribution Services Agreement between the Registrant, on behalf of
Classic Growth Fund, and Kemper Distributors, Inc.
(Incorporated by reference to Post-Effective Amendment No. 109 to
the Registration Statement.)

(f) Inapplicable.

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

Part C - Page 4
<PAGE>

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

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

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

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

(6) Amendment dated February 8, 1999 to the Custodian Agreement between
the Registrant and State Street Bank.
(Incorporated by reference to Post-Effective Amendment No. 109 to
the Registration Statement.)

(7) Custodian fee schedule for Scudder S&P 500 Index Fund.
(Incorporated by reference to Post-Effective Amendment No. 84 to the
Registration Statement.)

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

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

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

(11) Custodian fee schedule for Scudder Classic Growth Fund dated August
1, 1994.
(Incorporated by reference to Post-Effective Amendment No. 77 to the
Registration Statement.)

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

Part C - Page 5
<PAGE>

(1)(a) Revised fee schedule dated October 6, 1995.
(Incorporated by reference to Post-Effective Amendment No. 76 to the
Registration Statement.)

(1)(b) Form of revised fee schedule dated October 1, 1996.
(Incorporated by reference to Post-Effective Amendment No. 78 to the
Registration Statement.)

(2) Transfer Agency Fee Schedule between the Registrant, on behalf of
Scudder Classic Growth Fund, and Kemper Service Company dated
January 1, 1999.
(Incorporated by reference to Post-Effective Amendment No. 109 to
the Registration Statement.)

(3) Agency Agreement between the Registrant on behalf of Classic Growth
Fund and Kemper Service Company dated April 1998.
(Incorporated by reference to Post-Effective Amendment No. 100 to the
Registration Statement.)

(4) Agency Agreement between the Registrant on behalf of Scudder Growth
and Income Fund Class R shares and Scudder Large Company Growth
Fund Class R shares, and Kemper Service Company dated May 3, 1999.
(Incorporated by reference to Post-Effective Amendment No. 106 to
the Registration Statement.)

(5) COMPASS Service Agreement and fee schedule between the Registrant
and Scudder Trust Company dated January 1, 1990.
(Incorporated by reference to Post-Effective Amendment No. 78 to the
Registration Statement.)

(6) COMPASS and TRAK 2000 Service Agreement between Scudder Trust
Company and the Registrant dated October 1, 1995.
(Incorporated by reference to Post-Effective Amendment No. 74 to the
Registration Statement.)

(6)(a) Fee Schedule for Services Provided Under Compass and TRAK 2000
Service Agreement between Scudder Trust Company and the Registrant
dated October 1, 1996.
(Incorporated by reference to Post-Effective Amendment No. 109 to
the Registration Statement.)

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

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

Part C - Page 6
<PAGE>

(9) Fund Accounting Services Agreement between the Registrant, on behalf
of Scudder Classic Growth Fund, and Scudder Fund Accounting
Corporation dated September 9, 1996.
(Incorporated by reference to Post-Effective Amendment No. 99 to the
Registration Statement.)

(10) Amendment No. 1 dated August 31, 1999 to the Fund Accounting
Services Agreement between the Registrant, on behalf of Classic
Growth Fund, and Scudder Fund Accounting Corporation.
(Incorporated by reference to Post-Effective Amendment No. 109 to
the Registration Statement.)

(11) Fund Accounting Services Agreement between the Registrant, on behalf
of Scudder Tax Managed Small Company and Scudder Fund Accounting
Corporation dated July 30, 1998.
(Incorporated by reference to Post-Effective Amendment No. 99 to the
Registration Statement.)

(12) Fund Accounting Services Agreement between the Registrant, on behalf
of Scudder Tax Managed Growth Fund and Scudder Fund Accounting
Corporation dated July 30, 1998.
(Incorporated by reference to Post-Effective Amendment No. 99 to the
Registration Statement.)

(13) Fund Accounting Services Agreement between the Registrant, on behalf
of Scudder Dividend & Growth Fund and Scudder Fund Accounting
Corporation dated June 1, 1998.
(Incorporated by reference to Post-Effective Amendment No. 99 to the
Registration Statement.)

(14) Scudder Accounting Fee Schedule between the Registrant, on behalf of
Scudder Large Company Growth Fund - Class R Shares, and Scudder Fund
Accounting Corporation dated September 14, 1999.
(Incorporated by reference to Post-Effective Amendment No. 109 to
the Registration Statement.)

(15) Fund Accounting Services Agreement between the Registrant, on behalf
of Scudder Real Estate Investment Fund and Scudder Fund Accounting
Corporation dated March 2, 1998.
(Incorporated by reference to Post-Effective Amendment No. 99 to the
Registration Statement.)

(16) Investment Accounting Agreement between the Registrant, on behalf of
Scudder S&P 500 Index Fund and Scudder Fund Accounting Corporation
dated August 28, 1997.
(Incorporated by reference to Post-Effective Amendment No. 99 to the
Registration Statement.)

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

Part C - Page 7
<PAGE>

(18) Service Agreement between Copeland Associates, Inc. and Scudder
Service Corporation (on behalf of Scudder Quality Growth Fund and
Scudder Growth and Income Fund) dated June 8, 1995.
(Incorporated by reference to Post-Effective Amendment No. 74 to the
Registration Statement.)

(19) Administrative Services Agreement between the Registrant on behalf
of Classic Growth Fund, and Kemper Distributors, Inc., dated April
1998.
(Incorporated by reference to Post-Effective Amendment No. 100 to
the Registration Statement.)

(19)(a) Amendment No. 1 to the Administrative Services Agreement between the
Registrant on behalf of Classic Growth Fund, and Kemper
Distributors, Inc., dated August 31, 1999.
(Incorporated by reference to Post-Effective Amendment No. 109 to
the Registration Statement.)

(20) Administrative Services Agreement between the Registrant on behalf
of Scudder Growth and Income Fund, and Scudder Investor Services,
Inc., dated May 3, 1999.
(Incorporated by reference to Post-Effective Amendment No. 105 to
the Registration Statement, as filed on May 28, 1999.)

(21) Administrative Services Agreement between the Registrant on behalf
of Scudder Large Company Growth Fund, and Scudder Investor Services,
Inc., dated May 3, 1999.
(Incorporated by reference to Post-Effective Amendment No. 105 to
the Registration Statement, as filed on May 28, 1999.)

(22) Administrative Services Agreement between the Registrant on behalf
of Scudder Dividend and Growth Fund and Scudder Kemper Investments,
Inc. dated , 2000 to be filed by amendment.

(23) Administrative Services Agreement between the Registrant on behalf
of Scudder Growth and Income Fund and Scudder Kemper Investments,
Inc. dated , 2000 to be filed by amendment.

(24) Administrative Services Agreement between the Registrant on behalf
of Scudder S&P 500 Index Fund and Scudder Kemper Investments, Inc.
dated , 2000 to be filed by amendment.

(25) Administrative Services Agreement between the Registrant on behalf
of Scudder Capital Growth Fund and Scudder Kemper Investments, Inc.
dated , 2000 to be filed by amendment.

(26) Administrative Services Agreement between the Registrant on behalf
of Scudder Small Company Stock Fund and Scudder Kemper Investments,
Inc. dated , 2000 to be filed by amendment.

(i) Inapplicable.

(j) Inapplicable.

(k) Inapplicable.

Part C - Page 8
<PAGE>

(l) Inapplicable

(m) (1) 12b-1 Plan between the Registrant, on behalf of Scudder Growth and
Income Fund (Class R shares) and Scudder Large Company Growth Fund
(Class R shares), and Scudder Investor Services, Inc. (Incorporated
by reference to Post-Effective Amendment No. 105 to the Registration
Statement, as filed on May 28, 1999.)

(n) (1) Mutual Funds Multi-Distribution System Plan, Rule 18f-3 Plan.
(Incorporated by reference to Post-Effective Amendment No. 94 to the
Registration Statement.)

(2) Plan with respect to Scudder Growth and Income Fund pursuant to
Rule 18f-3.
(Incorporated by reference to Post-Effective Amendment No. 105 to
the Registration Statement, as filed on May 28, 1999.)

(3) Plan with respect to Scudder Large Company Growth Fund pursuant to
Rule 18f-3.
(Incorporated by reference to Post-Effective Amendment No. 105 to
the Registration Statement, as filed on May 28, 1999.)

(4) Plan with respect to Scudder Dividend and Growth Fund pursuant to
Rule 18f-3 to be filed by amendment.

(5) Amended and Restated Plan with respect to Scudder Growth and Income
Fund pursuant to Rule 18f-3 to be filed by amendment.

(6) Plan with respect to Scudder S&P 500 Index Fund pursuant to Rule
18f-3 to be filed by amendment.

(7) Plan with respect to Scudder Capital Growth Fund pursuant to Rule
18f-3 to be filed by amendment.

(8) Plan with respect to Scudder Small Company Stock Fund pursuant to
Rule 18f-3 to be filed by amendment.

(p) (1) Scudder Kemper Investments, Inc. Code of Ethics.
(Incorporated by reference to Post-Effective Amendment No. 114 to
the Registration Statement, as filed on April 12, 2000.)

(2) Bankers Trust Company Code of Ethics.
(Incorporated by reference to Post-Effective Amendment No. 114 to
the Registration Statement, as filed on April 12, 2000.)
</TABLE>

Item 24. Persons Controlled by or under Common Control with Fund.
- -------- --------------------------------------------------------

None

Item 25. Indemnification.
- -------- ----------------

As permitted by Sections 17(h) and 17(i) of the Investment
Company Act of 1940, as amended (the "1940 Act"), pursuant to
Article IV of the Registrant's By-Laws (filed as Exhibit No. 2
to the

Part C - Page 9
<PAGE>

Registration Statement), officers, directors, employees and
representatives of the Funds may be indemnified against
certain liabilities in connection with the Funds, and pursuant
to Section 12 of the Underwriting Agreement dated May 6, 1998
(filed as Exhibit No. 6(c) to the Registration Statement),
Scudder Investor Services, Inc. (formerly "Scudder Fund
Distributors, Inc."), as principal underwriter of the
Registrant, may be indemnified against certain liabilities
that it may incur. Said Article IV of the By-Laws and Section
12 of the Underwriting Agreement are hereby incorporated by
reference in their entirety.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Act"), may be
permitted to directors, officers and controlling persons of
the Registrant and the principal underwriter pursuant to the
foregoing provisions or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer, or
controlling person of the Registrant and the principal
underwriter in connection with the successful defense of any
action, suit or proceeding) is asserted against the Registrant
by such director, officer or controlling person or the
principal underwriter in connection with the shares being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.

Item 26. Business or Other Connections of Investment Adviser
- -------- ---------------------------------------------------

Scudder Kemper Investments, Inc. has stockholders and
employees who are denominated officers but do not as such have
corporation-wide responsibilities. Such persons are not
considered officers for the purpose of this Item 26.
<TABLE>
<CAPTION>
Business and Other Connections of Board
Name of Directors of Registrant's Adviser
---- ------------------------------------

<S> <C>
Stephen R. Beckwith Treasurer, Scudder Kemper Investments, Inc.**
Director, Kemper Service Company
Director, Vice President and Treasurer, Scudder Fund Accounting Corporation*
Director and Treasurer, Scudder Stevens & Clark Corporation**
Director and Chairman, Scudder Defined Contribution Services, Inc.**
Director and President, Scudder Capital Asset Corporation**
Director and President, Scudder Capital Stock Corporation**
Director and President, Scudder Capital Planning Corporation**
Director and President, SS&C Investment Corporation**
Director and President, SIS Investment Corporation**
Director and President, SRV Investment Corporation**
Director and Chairman, Scudder Threadneedle International Ltd.
Director, Scudder Kemper Holdings (UK) Ltd. oo
Director and President, Scudder Realty Holdings Corporation *
Director, Scudder, Stevens & Clark Overseas Corporation o
Director and Treasurer, Zurich Investment Management, Inc. xx
Director and Treasurer, Zurich Kemper Investments, Inc.
Director, Kemper Distributors, Inc.

Lynn S. Birdsong Director, Vice President and Chief Investment Officer, Scudder Kemper Investments,
Inc.**

Part C - Page 10
<PAGE>

Director and Chairman, Scudder Investments (Luxembourg) S.A.#
Director, Scudder Investments (U.K.) Ltd. oo
Director and Chairman of the Board, Scudder Investments Asia, Ltd. ooo
Director and Chairman, Scudder Investments Japan, Inc. +++
Senior Vice President, Scudder Investor Services, Inc.
Director and Chairman, Scudder Trust (Cayman) Ltd. +++ +++ +++
Director, Scudder, Stevens & Clark Australia x
Director and Vice President, Zurich Investment Management, Inc. xx
Director and President, Scudder, Stevens & Clark Corporation **
Director and President, Scudder , Stevens & Clark Overseas Corporation o
Director, Scudder Threadneedle International Ltd.
Director, Korea Bond Fund Management Co., Ltd. @

William H. Bolinder Director, Scudder Kemper Investments, Inc.**
Member Group Executive Board, Zurich Financial Services, Inc. ##
Chairman, Zurich-American Insurance Company xxx

Nicholas Bratt Director, Scudder Kemper Investments, Inc.**
Vice President, Scudder, Stevens & Clark Corporation **
Vice President, Scudder, Stevens & Clark Overseas Corporation o

Laurence W. Cheng Director, Scudder Kemper Investments, Inc.**
Member, Corporate Executive Board, Zurich Insurance Company of Switzerland ##
Director, ZKI Holding Corporation xx

Gunther Gose Director, Scudder Kemper Investments, Inc.**
CFO, Member Group Executive Board, Zurich Financial Services, Inc. ##
CEO/Branch Offices, Zurich Life Insurance Company ##

Rolf Huppi Director, Chairman of the Board, Scudder Kemper Investments, Inc.**
Member, Corporate Executive Board, Zurich Insurance Company of Switzerland ##
Director, Chairman of the Board, Zurich Holding Company of America xxx
Director, ZKI Holding Corporation xx

Harold D. Kahn Chief Financial Officer, Scudder Kemper Investments, Inc.**

Kathryn L. Quirk Chief Legal Officer, Chief Compliance Officer and Secretary, Scudder Kemper
Investments, Inc.**
Director, Vice President, Chief Legal Officer and Secretary, Kemper Distributors, Inc.
Director and Secretary, Kemper Service Company
Director, Senior Vice President, Chief Legal Officer & Assistant Clerk, Scudder
Investor Services, Inc.
Director, Vice President & Secretary, Scudder Fund Accounting Corporation*
Director, Vice President & Secretary, Scudder Realty Holdings Corporation*
Director & Assistant Clerk, Scudder Service Corporation*
Director and Secretary, SFA, Inc.*
Vice President, Director & Assistant Secretary, Scudder Precious Metals, Inc.***
Director, Scudder, Stevens & Clark Japan, Inc. ###
Director, Vice President and Secretary, Scudder, Stevens & Clark of Canada, Ltd.***
Director, Vice President and Secretary, Scudder Canada Investor Services Limited***
Director, Vice President and Secretary, Scudder Realty Advisers, Inc. @@
Director and Secretary, Scudder, Stevens & Clark Corporation**
Director and Secretary, Scudder, Stevens & Clark Overseas Corporation o
Director, Vice President and Secretary, Scudder Defined Contribution Services, Inc.**
Director, Vice President and Secretary, Scudder Capital Asset Corporation**
Director, Vice President and Secretary, Scudder Capital Stock Corporation**

Part C - Page 11
<PAGE>

Director, Vice President and Secretary, Scudder Capital Planning Corporation**
Director, Vice President and Secretary, SS&C Investment Corporation**
Director, Vice President and Secretary, SIS Investment Corporation**
Director, Vice President and Secretary, SRV Investment Corporation**
Director, Vice President, Chief Legal Officer and Secretary, Scudder Financial
Services, Inc.*
Director, Korea Bond Fund Management Co., Ltd. @
Director, Scudder Threadneedle International Ltd.
Director, Chairman of the Board and Secretary, Scudder Investments Canada, Ltd.
Director, Scudder Investments Japan, Inc. +++
Director and Secretary, Scudder Kemper Holdings (UK) Ltd. oo
Director and Secretary, Zurich Investment Management, Inc. xx

Edmond D. Villani Director, President and Chief Executive Officer, Scudder Kemper Investments, Inc.**
Director, Scudder, Stevens & Clark Japan, Inc. ###
President and Director, Scudder, Stevens & Clark Overseas Corporation o
President and Director, Scudder, Stevens & Clark Corporation**
Director, Scudder Realty Advisors, Inc. @@
Director, IBJ Global Investment Management S.A. Luxembourg, Grand-Duchy of Luxembourg
Director, Scudder Threadneedle International Ltd.
Director, Scudder Investments Japan, Inc. +++
Director, Scudder Kemper Holdings (UK) Ltd. oo
President and Director, Zurich Investment Management, Inc. xx
Director and Deputy Chairman, Scudder Investment Holdings Ltd.
</TABLE>

* Two International Place, Boston, MA
@@ 333 South Hope Street, Los Angeles, CA
** 345 Park Avenue, New York, NY
# Societe Anonyme, 47, Boulevard Royal, L-2449 Luxembourg,
R.C. Luxembourg B 34.564
*** Toronto, Ontario, Canada
+++ +++ +++ Grand Cayman, Cayman Islands, British West Indies
o 20-5, Ichibancho, Chiyoda-ku, Tokyo, Japan
### 1-7, Kojimachi, Chiyoda-ku, Tokyo, Japan
xx 222 S. Riverside, Chicago, IL
xxx Zurich Towers, 1400 American Ln., Schaumburg, IL
@ P.O. Box 309, Upland House, S. Church St., Grand Cayman,
British West Indies
## Mythenquai-2, P.O. Box CH-8022, Zurich, Switzerland
oo One South Place, 5th Floor, London EC2M 2ZS England
ooo One Exchange Square, 29th Floor, Hong Kong
+++ Kamiyachyo Mori Building, 12F1, 4-3-20, Toranomon,
Minato-ku, Tokyo 105-0001
x Level 3, Five Blue Street, North Sydney, NSW 2060

Item 27. Principal Underwriters.
- -------- -----------------------

(a)

Scudder Investor Services, Inc. acts as principal underwriter of the
Registrant's shares and also acts as principal underwriter for other
funds managed by Scudder Kemper Investments, Inc.

(b)

The Underwriter has employees who are denominated officers of an
operational area. Such persons do not have corporation-wide
responsibilities and are not considered officers for the purpose of
this Item 27.

Part C - Page 12
<PAGE>

<TABLE>
<CAPTION>
(1) (2) (3)
Scudder Investor Services, Inc. Position and Offices with Positions and
Name and Principal Scudder Investor Services, Inc. Offices with Registrant
Business Address ------------------------------- -----------------------
----------------

<S> <C> <C> <C>
Lynn S. Birdsong Senior Vice President None
345 Park Avenue
New York, NY 10154

Mark S. Casady President and Assistant Treasurer None
Two International Place
Boston, MA 02110

Linda Coughlin Director and Senior Vice President Trustee and President
Two International Place
Boston, MA 02110

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

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

Philip S. Fortuna Vice President None
101 California Street
San Francisco, CA 94111

Part C - Page 13
<PAGE>
Scudder Investor Services, Inc. Position and Offices with Positions and
Name and Principal Scudder Investor Services, Inc. Offices with Registrant
Business Address ------------------------------- -----------------------
----------------

William F. Glavin Vice President None
Two International Place
Boston, MA 02110

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

John R. Hebble Assistant Treasurer Treasurer
Two International Place
Boston, MA 02110

James J. McGovern Chief Financial Officer and Treasurer None
345 Park Avenue
New York, NY 10154

Lorie C. O'Malley Vice President None
Two International Place
Boston, MA 02110

Caroline Pearson Clerk Assistant Secretary
Two International Place
Boston, MA 02110

Kathryn L. Quirk Director, Senior Vice President, Chief Trustee, Vice President
345 Park Avenue Legal Officer and Assistant Clerk and Assistant Secretary
New York, NY 10154

Robert A. Rudell Director and Vice President None
Two International Place
Boston, MA 02110

William M. Thomas Vice President None
Two International Place
Boston, MA 02110

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

Linda J. Wondrack Vice President and Chief Compliance None
Two International Place Officer
Boston, MA 02110
</TABLE>

Part C - Page 14
<PAGE>

(c)

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

<S> <C> <C> <C> <C> <C>
Scudder Investor None None None None
Services, Inc.
</TABLE>

(d)

Kemper Distributors, Inc. acts as principal underwriter of the
Registrant's shares and acts as principal underwriter of the Kemper Funds.

(e)

Information on the officers and directors of Kemper Distributors, Inc.,
principal underwriter for the Registrant is set forth below. The principal
business address is 222 South Riverside Plaza, Chicago, Illinois 60606.

<TABLE>
<CAPTION>
(1) (2) (3)

Positions and Offices with Positions and
Name Kemper Distributors, Inc. Offices with Registrant
---- ------------------------- -----------------------

<S> <C> <C> <C>
James L. Greenawalt President None

Linda C. Coughlin Director and Vice Chairman Trustee and President

Kathryn L. Quirk Director, Secretary, Chief Legal Trustee, Vice President and Assistant
Officer and Vice President Secretary

James J. McGovern Chief Financial Officer and Treasurer None

Linda J. Wondrack Vice President and Chief Compliance None
Officer

Paula Gaccione Vice President None

Michael E. Harrington Managing Director None

Robert A. Rudell Vice President None

William M. Thomas Managing Director None

Todd N. Gierke Assistant Treasurer None

Philip J. Collora Assistant Secretary None

Thomas V. Bruns Managing Director None

Paul J. Elmlinger Assistant Secretary None

Diane E. Ratekin Assistant Secretary None

Mark S. Casady Director and Chairman None

Part C - Page 15
<PAGE>
Positions and Offices with Positions and
Name Kemper Distributors, Inc. Offices with Registrant
---- ------------------------- -----------------------

Herbert A. Christiansen Vice President None

Robert Froehlich Managing Director None

C. Perry Moore Senior Vice President and Managing
Director None

Lorie O'Malley Managing Director None

William Glavin Managing Director None

Gary Kocher Managing Director None

Howard Schneider Managing Director None

Johnston Allan Norris Managing Director and Senior Vice None
President

John H. Robinson, Jr. Managing Director and Senior Vice None
President

George A. Antonak Senior Vice President None
</TABLE>

(f) Not applicable

Item 28. Location of Accounts and Records.
- -------- ---------------------------------

Certain accounts, books and other documents required to be
maintained by Section 31(a) of the 1940 Act and the Rules
promulgated thereunder are maintained by Scudder Kemper
Investments Inc., Two International Place, Boston, MA
02110-4103. Records relating to the duties of the Registrant's
custodian are maintained by State Street Bank and Trust
Company, Heritage Drive, North Quincy, Massachusetts. Records
relating to the duties of the Registrant's transfer agent are
maintained by Scudder Service Corporation, Two International
Place, Boston, Massachusetts.

Item 29. Management Services.
- -------- --------------------

Inapplicable.

Item 30. Undertakings.
- -------- -------------

Inapplicable.

Part C - Page 16
<PAGE>

SIGNATURES
----------

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this amendment to its Registration
Statement pursuant to Rule 485(a) under the Securities Act of 1933 and has duly
caused this amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereto duly authorized, in the City of Boston and the
Commonwealth of Massachusetts on the 8th day of May 2000.

INVESTMENT TRUST

By /s/John Millette
John Millette,
Vice President and Secretary

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

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----

<S> <C> <C>
/s/ Linda C. Coughlin
- --------------------------------------
Linda C. Coughlin President and Trustee May 8, 2000

/s/ Henry P. Becton, Jr.
- --------------------------------------
Henry P. Becton, Jr.* Trustee May 8, 2000

/s/ Dawn-Marie Driscoll
- --------------------------------------
Dawn-Marie Driscoll* Trustee May 8, 2000

/s/ Peter B. Freeman
- --------------------------------------
Peter B. Freeman* Trustee May 8, 2000

/s/ George M. Lovejoy, Jr.
- --------------------------------------
George M. Lovejoy, Jr.* Trustee May 8, 2000

/s/ Wesley W. Marple, Jr.
- --------------------------------------
Wesley W. Marple, Jr.* Trustee May 8, 2000

/s/ Kathryn L. Quirk
- --------------------------------------
Kathryn L. Quirk* Trustee, Vice President May 8, 2000
and Assistant Secretary

/s/ Jean C. Tempel
- --------------------------------------
Jean C. Tempel* Trustee May 8, 2000

/s/ John R. Hebble
- --------------------------------------
John R. Hebble Treasurer May 8, 2000
</TABLE>

*By: /s/ John Millette
John Millette**,
Vice President and Secretary

**Attorney-in-fact pursuant to the powers of attorney for Henry P. Becton,
Dawn-Marie Driscoll, Peter B. Freeman, George M. Lovejoy, Wesley W. Marple,
Jr., Kathryn L. Quirk, and Jean C. Tempel contained in Post-Effective
Amendment No. 107 to the Registration Statement.

<PAGE>

File No. 2-13628
File No. 811-43

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

EXHIBITS

FORM N-1A

POST-EFFECTIVE AMENDMENT NO. 117

TO REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AND

AMENDMENT NO. 68

TO REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

INVESTMENT TRUST

<PAGE>

INVESTMENT TRUST

Exhibit (a)(17)

Exhibit (a)(18)

Exhibit (a)(19)

Exhibit (a)(20)

Exhibit (a)(21)

Exhibit (a)(17)

Investment Trust

Establishment and Designation of Classes
of Shares of Beneficial Interest, $.01 Par Value
(The "Instrument")

The undersigned, being a majority of the duly elected and qualified
Trustees of Investment Trust, a Massachusetts business trust (the "Fund"),
acting pursuant to Section 5.11 of the Amended and Restated Declaration of Trust
dated November 3, 1987 (the "Declaration of Trust"), hereby further divide the
authorized and unissued shares of beneficial interest (the "Shares") of the
series of the Fund heretofore designated as Scudder Dividend & Growth Fund (the
"Series") into the two classes designated below in paragraph 1 (each a "Class"
and collectively the "Classes"), each Class to have the special and relative
rights specified in this Instrument:

1. The Classes shall be designated as follows:

Scudder Dividend & Growth Fund - Class S Shares
Scudder Dividend & Growth Fund - AARP Shares

2. The Shares of the Series outstanding as of the close of business on
the date of the filing of this Instrument with the Secretary of the Commonwealth
of Massachusetts are hereby redesignated as Scudder Dividend & Growth Fund Class
S Shares.

3. Each Share shall be redeemable, and, except as provided below, shall
represent a pro rata beneficial interest in the assets attributable to such
Class of shares of the Series, and shall be entitled to receive its pro rata
share of net assets attributable to such Class of Shares of the Series upon
liquidation of the Series, all as provided in or not inconsistent with the
Declaration of Trust. Each Share shall have the voting, dividend, liquidation
and other rights, preferences, powers, restrictions, limitations,
qualifications, terms and conditions, as set forth in the Declaration of Trust.

4. Upon the effective date of this Instrument:

a. Each Share of each Class of the Series shall be entitled to
one vote (or fraction thereof in respect of a fractional share) on matters which
such Shares (or Class of Shares) shall be entitled to vote. Shareholders of the
Series 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 Classes, in which case only the Shareholders of such
Class or Classes shall be entitled to vote thereon. 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 under the 1940 Act or any successor rule and in the
Declaration of Trust.

b. Liabilities, expenses, costs, charges or reserves that
should be properly allocated to the Shares of a particular Class of the Series
may, pursuant to a Plan adopted by the

<PAGE>

Trustees under Rule 18f-3 under the 1940 Act, or such similar rule under or
provision or interpretation of the 1940 Act, be charged to and borne solely by
such Class and the bearing of expenses solely by a Class of Shares may be
appropriately reflected and cause differences in net asset value attributable
to, and the dividend, redemption and liquidation rights of, the Shares of
different Classes.

5. The Trustees (including any successor Trustees) shall have the
right at any time and from time to time to reallocate assets, liabilities and
expenses or to change the designation of any Class now or hereafter created, or
to otherwise change the special and relative rights of any such Class, provided
that such change shall not adversely affect the rights of Shareholders of such
Class.

Except as otherwise provided in this Instrument, the foregoing shall
be effective upon the filing of this Instrument with the Secretary of the
Commonwealth of Massachusetts.

/s/Henry P. Becton, Jr.
- ------------------------------------
Henry P. Becton, Jr., as Trustee

/s/Linda C. Coughlin
- ------------------------------------
Linda C. Coughlin, 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/Kathryn L. Quirk
- ------------------------------------
Kathryn L. Quirk, as Trustee

2
<PAGE>

/s/Jean C. Tempel
- ------------------------------------
Jean C. Tempel, as Trustee

Dated: April 11, 2000
--------

Exhibit (a)(18)

Investment Trust

Amended and Restated Establishment and Designation of Classes
of Shares of Beneficial Interest, $.01 Par Value
(The "Instrument")

The undersigned, being a majority of the duly elected and qualified
Trustees of Investment Trust, a Massachusetts business trust (the "Fund"),
acting pursuant to Section 5.11 of the Amended and Restated Declaration of Trust
dated November 3, 1987, (the "Declaration of Trust"), hereby divide the
authorized and unissued shares of beneficial interest (the "Shares") of the
series of the Fund heretofore designated as Scudder Growth and Income Fund (the
"Series") into the three classes designated below in paragraph 1 (each a "Class"
and collectively the "Classes"), each Class to have the special and relative
rights specified in this Instrument:

1. The Classes shall be designated as follows:

Scudder Growth and Income Fund - Class R Shares
Scudder Growth and Income Fund - Class S Shares
Scudder Growth and Income Fund - AARP Shares

2. The Shares of the Fund outstanding as of the close of business on
the date of the filing of this Instrument with the Secretary of the Commonwealth
of Massachusetts are hereby redesignated as Scudder Growth and Income Fund Class
S Shares

3. Each Share shall be redeemable, and, except as provided below, shall
represent a pro rata beneficial interest in the assets attributable to such
Class of shares of the Fund, and shall be entitled to receive its pro rata share
of net assets attributable to such Class of Shares of the Fund upon liquidation
of the Fund, all as provided in or not inconsistent with the Declaration of
Trust. Each Share shall have the voting, dividend, liquidation and other rights,
preferences, powers, restrictions, limitations, qualifications, terms and
conditions, as set forth in the Declaration of Trust.

4. Upon the effective date of this Instrument:

a. Each Share of each Class of the Fund shall be entitled to
one vote (or fraction thereof in respect of a fractional share) on matters which
such Shares (or Class of Shares) shall be entitled to vote. Shareholders of the
Fund 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 Class, in which case only the Shareholders of such Class
shall be entitled to vote thereon. 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 under the 1940 Act or any successor rule and in the Declaration of
Trust.

b. Liabilities, expenses, costs, charges or reserves that
should be properly allocated to the Shares of a particular Class of the Fund
may, pursuant to a Plan adopted by the

<PAGE>

Except as otherwise provided in this Instrument, the foregoing shall
be effective upon the filing of this Instrument with the Secretary of the
Commonwealth of Massachusetts.

/s/Henry P. Becton, Jr.
- ---------------------------------------
Henry P. Becton, Jr., as Trustee

/s/Linda C. Coughlin
- ---------------------------------------
Linda C. Coughlin, 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/Kathryn L. Quirk
- ---------------------------------------
Kathryn L. Quirk, as Trustee

2
<PAGE>

/s/Jean C. Tempel
- ---------------------------------------
Jean C. Tempel, as Trustee

Dated: April 11, 2000

Exhibit(a)(19)

Investment Trust

Establishment and Designation of Classes
of Shares of Beneficial Interest, $.01 Par Value
(The "Instrument")

The undersigned, being a majority of the duly elected and qualified
Trustees of Investment Trust, a Massachusetts business trust (the "Fund"),
acting pursuant to Section 5.11 of the Amended and Restated Declaration of Trust
dated November 3, 1987 (the "Declaration of Trust"), hereby further divide the
authorized and unissued shares of beneficial interest (the "Shares") of the
series of the Fund heretofore designated as Scudder S&P 500 Index Fund (the
"Series") into the two classes designated below in paragraph 1 (each a "Class"
and collectively the "Classes"), each Class to have the special and relative
rights specified in this Instrument:

1. The Classes shall be designated as follows:

Scudder S&P 500 Index Fund - Class S Shares
Scudder S&P 500 Index Fund - AARP Shares

4. Upon the effective date of this Instrument:

a. Each Share of each Class of the Series shall be entitled to one
vote (or fraction thereof in respect of a fractional share) on matters which
such Shares (or Class of Shares) shall be entitled to vote. Shareholders of the
Series 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 Classes, in which case only the Shareholders of such
Class or Classes shall be entitled to vote thereon. 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 under the 1940 Act or any successor rule and in the
Declaration of Trust.

b. Liabilities, expenses, costs, charges or reserves that should be
properly allocated to the Shares of a particular Class of the Series may,
pursuant to a Plan adopted by the Trustees under Rule 18f-3 under the 1940 Act,
or such similar rule under or provision or

<PAGE>

interpretation of the 1940 Act, be charged to and borne solely by such Class and
the bearing of expenses solely by a Class of Shares may be appropriately
reflected and cause differences in net asset value attributable to, and the
dividend, redemption and liquidation rights of, the Shares of different Classes.

Except as otherwise provided in this Instrument, the foregoing shall
be effective upon the filing of this Instrument with the Secretary of the
Commonwealth of Massachusetts.

/s/Henry P. Becton, Jr.
- -------------------------------------
Henry P. Becton, Jr., as Trustee

/s/Linda C. Coughlin
- -------------------------------------
Linda C. Coughlin, 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/Kathryn L. Quirk
- -------------------------------------
Kathryn L. Quirk, as Trustee

2
<PAGE>

/s/Jean C. Tempel
- -------------------------------------
Jean C. Tempel, as Trustee

Dated: April 11, 2000

Exhibit(a)(20)

Investment Trust

Establishment and Designation of Classes
of Shares of Beneficial Interest, $.01 Par Value
(The "Instrument")

The undersigned, being a majority of the duly elected and qualified
Trustees of Investment Trust, a Massachusetts business trust (the "Fund"),
acting pursuant to Section 5.11 of the Amended and Restated Declaration of Trust
dated November 3, 1987 (the "Declaration of Trust"), hereby further divide the
authorized and unissued shares of beneficial interest (the "Shares") of the
series of the Fund heretofore designated as Scudder Small Company Stock Fund
(the "Series") into the two classes designated below in paragraph 1 (each a
"Class" and collectively the "Classes"), each Class to have the special and
relative rights specified in this Instrument:

1. The Classes shall be designated as follows:

Scudder Small Company Stock Fund - Class S Shares
Scudder Small Company Stock Fund - AARP Shares

4. Upon the effective date of this Instrument:

a. Each Share of each Class of the Series shall be entitled to one
vote (or fraction thereof in respect of a fractional share) on matters which
such Shares (or Class of Shares) shall be entitled to vote. Shareholders of the
Series 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 Classes, in which case only the Shareholders of such
Class or Classes shall be entitled to vote thereon. 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 under the 1940 Act or any successor rule and in the
Declaration of Trust.

b. Liabilities, expenses, costs, charges or reserves that should be
properly allocated to the Shares of a particular Class of the Series may,
pursuant to a Plan adopted by the

<PAGE>

Except as otherwise provided in this Instrument, the foregoing shall
be effective upon the filing of this Instrument with the Secretary of the
Commonwealth of Massachusetts.

/s/Henry P. Becton, Jr.
- ----------------------------------------
Henry P. Becton, Jr., as Trustee

/s/Linda C. Coughlin
- ----------------------------------------
Linda C. Coughlin, 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/Kathryn L. Quirk
- ----------------------------------------
Kathryn L. Quirk, as Trustee

2
<PAGE>

/s/Jean C. Tempel
- ----------------------------------------
Jean C. Tempel, as Trustee

Dated: April 11, 2000

Exhibit (a)(21)

Investment Trust

Establishment and Designation of Classes
of Shares of Beneficial Interest, $.01 Par Value
(The "Instrument")

The undersigned, being a majority of the duly elected and qualified
Trustees of Investment Trust, a Massachusetts business trust (the "Fund"),
acting pursuant to Section 5.11 of the Amended and Restated Declaration of Trust
dated November 3, 1987 (the "Declaration of Trust"), hereby further divide the
authorized and unissued shares of beneficial interest (the "Shares") of the
series of the Fund heretofore designated as Scudder Capital Growth Fund (the
"Series") into the two classes designated below in paragraph 1 (each a "Class"
and collectively the "Classes"), each Class to have the special and relative
rights specified in this Instrument:

1. The Classes shall be designated as follows:

Scudder Capital Growth Fund - Class S Shares
Scudder Capital Growth Fund - AARP Shares

4. Upon the effective date of this Instrument:

a. Each Share of each Class of the Series shall be entitled to one
vote (or fraction thereof in respect of a fractional share) on matters which
such Shares (or Class of Shares) shall be entitled to vote. Shareholders of the
Series 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 Classes, in which case only the Shareholders of such
Class or Classes shall be entitled to vote thereon. 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 under the 1940 Act or any successor rule and in the
Declaration of Trust.

<PAGE>

5. The Trustees (including any successor Trustees) shall have the right
at any time and from time to time to reallocate assets, liabilities and expenses
or to change the designation of any Class now or hereafter created, or to
otherwise change the special and relative rights of any such Class, provided
that such change shall not adversely affect the rights of Shareholders of such
Class.

Except as otherwise provided in this Instrument, the foregoing shall be
effective upon the filing of this Instrument with the Secretary of the
Commonwealth of Massachusetts.

/s/Henry P. Becton, Jr.
- ---------------------------------------
Henry P. Becton, Jr., as Trustee

/s/Linda C. Coughlin
- ---------------------------------------
Linda C. Coughlin, 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/Kathryn L. Quirk
- ---------------------------------------
Kathryn L. Quirk, as Trustee

2
<PAGE>

/s/Jean C. Tempel
- ---------------------------------------
Jean C. Tempel, as Trustee

Dated: April 11, 2000