December 22, 2000
Investment Trust
Two International Place
Boston, Massachusetts 02110
Re: Post-Effective Amendment No. 124 to the Registration Statement on Form
N-1A (SEC File No. 2-13628)
Ladies and Gentlemen:
Investment Trust, formerly Scudder Growth and Income Fund and then Scudder
Investment Trust, (the "Trust") is a trust created under a written Declaration
of Trust dated September 20, 1984. The Declaration of Trust, as amended from
time to time, is referred to as the "Declaration of Trust." The beneficial
interest under the Declaration of Trust is represented by transferable shares,
$.01 par value per share ("Shares"). The Trustees have the powers set forth in
the Declaration of Trust, subject to the terms, provisions and conditions
therein provided.
We are of the opinion that all legal requirements have been complied with in the
creation of the Trust and that said Declaration of Trust is legal and valid.
Under Article V, Section 5.4 of the Declaration of Trust, the Trustees are
empowered, in their discretion, from time to time, to issue Shares for such
amount and type of consideration, at such time or times and on such terms as the
Trustees may deem best. Under Article V, Section 5.1, it is provided that the
number of Shares authorized to be issued under the Declaration of Trust is
unlimited. Under Article V, Section 5.11, the Trustees may authorize the
division of Shares into two or more series and under Article V, Section 5.13,
may also authorize the division of Shares of series of the Trust into two or
more classes. By written instruments, the Trustees have from time to time
established various series of the Trust and various classes of the series. The
Shares are currently divided into seven series (the "Funds"). Currently, the
Shares of each Fund are divided into two or more classes.
By votes adopted on November 13, 2000, October 28, 2000, March 14, 2000,
December 14, 1999 and November 2, 1999, the Trustees of the Trust authorized the
President, any Vice President, the Secretary and the Treasurer, from time to
time, to determine the appropriate number of Shares to be registered, to
register with the Securities and Exchange Commission, and to issue and sell to
the public, such Shares.
We understand that you are about to file with the Securities and Exchange
Commission, on Form N-1A, Post Effective Amendment No. 124 to the Trust's
Registration Statement (the "Registration Statement") under the Securities Act
of 1933, as amended (the "Securities Act"), in connection with the continuous
offering of the Shares of five Funds: Scudder Capital Growth Fund (formerly AARP
Capital Growth Fund), Scudder Small Company Stock Fund (formerly AARP Small
Company
<PAGE>
Investment Trust
December 22, 2000
Page 2
Stock Fund), Scudder Growth and Income Fund, Scudder Dividend & Growth Fund and
Scudder Large Company Growth Fund. We understand that our opinion is required to
be filed as an exhibit to the Registration Statement.
We are of the opinion that all necessary Trust action precedent to the issue of
the Shares of the Fund named above has been duly taken, and that all such Shares
may be legally and validly issued for cash, and when sold will be fully paid and
non-assessable by the Trust upon receipt by the Trust or its agent of
consideration for such Shares in accordance with the terms in the Registration
Statement, subject to compliance with the Securities Act, the Investment Company
Act of 1940, as amended, and applicable state laws regulating the sale of
securities.
We consent to your filing this opinion with the Securities and Exchange
Commission as an Exhibit to Post-Effective Amendment No. 124 to the Registration
Statement.
Very truly yours,
/s/Dechert
Dechert
