Exhibit(a)(23)
Investment Trust
Amended and Restated Establishment and Designation of Series
of Shares of Beneficial Interest, $.01 Par Value Per Share
The undersigned, being a majority of the duly elected and qualified
Trustees of 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, as amended (the "Declaration of Trust"), having
heretofore divided the shares of beneficial interest, $.01 par value per share,
of the Fund ("Shares") into separate series (each individually a "Series" or
collectively the "Series"), hereby establish and designate one or more
additional Series, each Series to have the following designations and special
and relative rights:
1. The Series heretofore designated are as follows:
Classic Growth Fund
Scudder Dividend & Growth Fund
Scudder Growth and Income Fund
Scudder Large Company Growth Fund
Scudder Real Estate Investment Fund
Scudder S&P 500 Index Fund
Scudder Tax Managed Growth Fund
Scudder Tax Managed Small Company Fund
2. The additional Series designated hereby are as follows:
Scudder Capital Growth Fund
Scudder Small Company Stock Fund
3. Each Series shall consist of an unlimited number of Shares. Each
Series shall be authorized to hold cash and invest in securities and instruments
and use investment techniques as described in the Fund's registration statement
under the Securities Act of 1933, as amended from time to time. Each Share of
each Series shall be redeemable as provided in the Declaration of Trust, shall
be entitled to one vote (or fraction thereof in respect of a fractional share)
on matters on which shares of that Series shall be entitled to vote and shall
represent a pro rata beneficial interest in the assets allocated to that Series.
The proceeds of sales of Shares of a Series, together with any income and gain
thereon, less any diminution or expenses thereof, shall irrevocably belong to
that Series, unless otherwise required by law. Each Share of a Series shall be
entitled to receive its pro rata share of the net assets of that Series upon
liquidation of that Series. Upon redemption of a Shareholder's Shares or
indemnification for liabilities incurred by reason of a Shareholder's being or
having been a shareholder of the Series, or the entry of a final judgment in
favor of a Shareholder by reason of being or having been a Shareholder of the
Series, such Shareholder shall be paid solely out of the property of the Series.
4. 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
<PAGE>
when the Trustees have determined that the matter affects only the interest of
Shareholders of one or more Series, in which case only the Shareholders of such
Series shall be entitled to vote thereon. Unless otherwise determined by the
Trustees, any matter shall be deemed to have been effectively acted upon with
respect to the Series if acted upon as provided in Rule 18f-2 under the 1940 Act
or any successor rule and in the Declaration of Trust. The Trustees may, in
conjunction with the establishment of any additional series or class of shares
of the Fund, establish or reserve the right to establish conditions under which
the several series or classes shall have separate voting rights or no voting
rights.
5. The Shares of the various Series outstanding, and the assets and
liabilities of such Series shown on the books of the Fund, as of the close of
business on the date hereof shall be unaffected by this instrument.
6. After the close of business on the date hereof, the assets and
liabilities of the Fund shall be allocated among the Series as set forth in
Section 5.11 of the Declaration of Trust, except as provided below.
(a) Costs incurred by the Fund on behalf of Scudder Capital
Growth Fund and Scudder Small Company Stock Fund in connection
with the organization and registration and public offering of
shares of such Series shall be allocated to the Series unless
assumed by another party or otherwise required by applicable
law or generally accepted accounting principles.
(b) The liabilities, expenses, costs, charges or reserves of
the Series which are not readily identifiable as belonging to
any particular Series shall be allocated among the Series on
the basis of their relative average daily net assets.
(c) The Trustees may from time to time in particular cases
make specific allocations of assets or liabilities among the
Series.
7. The Trustees (including any successor Trustees) shall have the right
at any time and from time to time to reallocate assets and expenses or to change
the designation of any Series now or hereafter created, or to otherwise change
the special and relative rights of any such Series provided that such change
shall not adversely affect the rights of Shareholders of a Series.
The foregoing shall be effective upon execution.
/s/Henry P. Becton, Jr
---------------------------------------
Henry P. Becton, Jr., as Trustee
---------------------------------------
Linda C. Coughlin, as Trustee
2
<PAGE>
/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
/s/Jean C. Tempel
---------------------------------------
Jean C. Tempel, as Trustee
Dated: May 3 , 2000
------------------
3
