As filed with the Securities and Exchange Commission
on March 29, 2000
Securities Act File No. 333-31744
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
PRE-EFFECTIVE AMENDMENT NO. / 1 / Post-Effective Amendment No. /____/
INVESTMENT TRUST
(Exact Name of Registrant as Specified in Charter)
Two International Place
Boston, Massachusetts 02110-4103
(Address of Principal Executive Offices) (Zip Code)
John Millette
Scudder Kemper Investments, Inc.
Two International Place
Boston, MA 02110-4103
(Name and Address of Agent for Service)
(617) 295-1000
(Registrant's Area Code and Telephone Number)
with copies to:
Caroline Pearson, Esq. Sheldon A. Jones, Esq.
Scudder Kemper Investments, Inc. Dechert Price & Rhoads
Two International Place Ten Post Office Square - South
Boston, MA 02110-4103 Boston, MA 02109-4603
Approximate Date of Proposed Public Offering:
As soon as practicable after this Registration Statement is declared effective.
Title of Securities Being Registered:
Shares of Beneficial Interest ($.01 par value)
of Scudder Growth and Income Fund, a series of the Registrant
<PAGE>
No filing fee is required because the Registrant has previously registered an
indefinite number of its shares under the Securities Act of 1933, as amended,
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended.
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
Part A: Information required in the Proxy Statement/Prospectus is incorporated
by reference to Part A of the Registrant's Registration Statement on Form N-14
filed with the Commission on March 6, 2000.
Part B: Statement of Additional Information is incorporated by reference to Part
B of the Registrant's Registration Statement on Form N-14 filed with the
Commission on March 6, 2000.
<PAGE>
PART C. OTHER INFORMATION
ITEM 15. 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 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 16 EXHIBITS.
(1) (a)(1) Amended and Restated Declaration of Trust dated
November 3, 1987. (Incorporated by reference to Post-Effective
Amendment No. 78 to the Registrant's Registration Statement on
Form N-1A, as amended (the "Registration Statement").)
(a)(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.)
(a)(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.)
(a)(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.)
(a)(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.)
(a)(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.)
(a)(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.)
(a)(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.)
(a)(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.)
(a)(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.)
(a)(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.)
(a)(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.)
(a)(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.)
(a)(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.)
(a)(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.)
(a)(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.)
(2) Amendment to By-Laws of the Registrant dated November 12,
1991. (Incorporated by reference to Post-Effective Amendment
No. 78 to the Registration Statement.)
(3) Inapplicable.
(4) Agreement and Plan of Reorganization is incorporated by
reference to Exhibit A to Part A of the Registrant's
Registration Statement on Form N-14 filed with the Securities
and Exchange Commission on March 6, 2000.
(5) Inapplicable.
(6) (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.)
(d)(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.)
(d)(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.)
(d)(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.)
(d)(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.)
(d)(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.)
(d)(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.)
(d)(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.)
(d)(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.)
(7) (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.)
(e)(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.)
(e)(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.)
(e)(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.)
(8) Inapplicable.
(9) (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.)
(g)(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.)
(g)(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.)
(g)(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.)
(g)(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.)
(g)(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.)
(g)(7) Custodian fee schedule for Scudder S&P 500 Index Fund.
(Incorporated by reference to Post-Effective Amendment No. 84
to the Registration Statement.)
(g)(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.)
(g)(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.)
(g)(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.)
(g)(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.)
(10) (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.)
(m)(2) Mutual Funds Multi-Distribution System Plan, Rule 18f-3
Plan. (Incorporated by reference to Post-Effective Amendment
No. 94 to the Registration Statement.)
(m)(3) 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.)
(m)(4) 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.)
(m)(5) Investment Trust Amended Plan with respect to Scudder
Growth and Income Fund pursuant to Rule 18f-3 under the
Investment Company Act of 1940 dated March 14, 2000, filed
herewith.
(11) Opinion and Consent of Dechert Price & Rhoads is
incorporated by reference to Exhibit 11 to the Registrant's
Registration Statement on Form N-14 filed with the Securities
and Exchange Commission on March 6, 2000.
(12) Opinion and Consent of Willkie Farr & Gallagher to be
filed by post-effective amendment.
(13) (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.)
(h)(1)(a) Revised fee schedule dated October 6, 1995.
(Incorporated by reference to Post-Effective Amendment No. 76
to the Registration Statement.)
(h)(1)(b) Form of revised fee schedule dated October 1, 1996.
(Incorporated by reference to Post-Effective Amendment No. 78
to the Registration Statement.)
(h)(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.)
(h)(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.)
(h)(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.)
(h)(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.)
(h)(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.)
(h)(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.)
(h)(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.)
(h)(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.)
(h)(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.)
(h)(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.)
(h)(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.)
(h)(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.)
(h)(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.)
(h)(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.)
(h)(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.)
(h)(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.)
(h)(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.)
(h)(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.)
(h)(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.)
(h)(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.)
(h)(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.)
(h)(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.)
(14) Consents of PricewaterhouseCoopers LLP are incorporated
by reference to Exhibit 14 to the Registrant's Registration
Statement on Form N-14 filed with the Securities and Exchange
Commission on March 6, 2000.
(15) Inapplicable.
(16) Powers of Attorney are incorporated by reference to
Exhibit 16 to the Registrant's Registration Statement on Form
N-14 filed with the Securities and Exchange Commission on
March 6, 2000.
(17) Revised Form of Proxy filed herein.
ITEM 17. UNDERTAKINGS.
(1) The undersigned registrant agrees that prior to any public
reoffering of the securities registered through the use of
a prospectus which is a part of this registration statement
by any person or party who is deemed to be an underwriter
within the meaning of Rule 145(c) of the Securities Act [17
CFR 230.145c], the reoffering prospectus will contain the
information called for by the applicable registration form
for C-8 350 reofferings by persons who may be deemed
underwriters, in addition to the information called for by
the other items of the applicable form.
(2) The undersigned registrant agrees that every prospectus
that is filed under paragraph (1) above will be filed as a
part of an amendment to the registration statement and will
not be used until the amendment is effective, and that, in
determining any liability under the 1933 Act, each
post-effective amendment shall be deemed to be a new
registration statement for the securities offered therein,
and the offering of the securities at that time shall be
deemed to be the initial bona fide offering of them.
(3) The undersigned registrant undertakes to file, by
post-effective amendment, an opinion of counsel supporting
the tax consequences of the proposed reorganization within
a reasonable time after receipt of such opinion.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, Investment Trust has duly caused this
Registration Statement on Form N-14 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston and the
Commonwealth of Massachusetts on the 29th day of March, 2000.
INVESTMENT TRUST
BY: /S/LINDA C. COUGHLIN
TITLE: PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form N-14 has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/S/ LINDA C. COUGHLIN President & Trustee March 29, 2000
- ---------------------
Linda C. Coughlin
/S/ HENRY P. BECTON, JR.* Trustee March 29, 2000
- -------------------------
Henry P. Becton, Jr.
/S/ DAWN-MARIE DRISCOLL* Trustee March 29, 2000
- ------------------------
Dawn-Marie Driscoll
/S/ PETER B. FREEMAN* Trustee March 29, 2000
- ---------------------
Peter B. Freeman
/S/ GEORGE M. LOVEJOY, JR.* Trustee March 29, 2000
- ---------------------------
George M. Lovejoy, Jr.
/S/ WELSEY W. MARPLE, JR.* Trustee March 29, 2000
- --------------------------
Welsey W. Marple, Jr.
/S/ KATHRYN L. QUIRK* Trustee, Vice President & Assistant March 29, 2000
- --------------------- Secretary
Kathryn L. Quirk
/S/ JEAN C. TEMPEL* Trustee March 29, 2000
- -------------------
Jean C. Tempel
/S/ JOHN R. HEBBLE Treasurer (Principal Financial March 29, 2000
- ------------------ and Accounting Officer)
John R. Hebble
*BY: /S/ SHELDON A. JONES March 29, 2000
--------------------
Sheldon A. Jones
Attorney-in-fact
*Executed pursuant to powers of attorney filed with the Registrant's
Registration Statement on Form N-14 as filed with the Commission electronically
on March 6, 2000.
EXHIBIT 10(M)(5)
INVESTMENT TRUST
(the "Fund")
AMENDED PLAN WITH RESPECT TO
SCUDDER GROWTH AND INCOME FUND
PURSUANT TO RULE 18f-3
under the
INVESTMENT COMPANY ACT OF 1940
The Amended Plan
I. Introduction
As required by Rule 18f-3 under the Investment Company Act of 1940, as
amended ("1940 Act"), this Plan describes the multi-class system for the Fund
that will apply to shares of beneficial interest, $0.01 par value per share (the
"shares"), of Scudder Growth and Income Fund (the "Series"), including the
separate class arrangements for shareholder and administrative services and the
distribution of shares, the method for allocating expenses, income, gain and
loss of the Fund among classes and any related exchange privileges and
conversion features applicable to the classes.
Upon the effective date of this Plan, the Fund elects to offer multiple
classes of shares of the Series, as described herein, pursuant to Rule 18f-3 and
this Plan.
II. The Multi-Class System
The Series may offer three classes of shares, Class S shares, Class R
shares, and AARP shares. Shares of each class of the Series shall represent an
equal pro rata interest in the Series and, generally, shall have identical
voting, dividend, liquidation, and other rights, preferences, powers,
restrictions, limitations, qualifications and terms and conditions, except that:
(a) each class shall have a different designation; (b) each class of shares
shall bear any Class Expenses, as defined by Section A.2, below; (c) Class R
shares may be subject to a distribution services fee and an administrative
services fee, which shall be paid pursuant to a Rule 12b-1 and Administrative
Services Plan adopted for that class; (d) each class shall have exclusive voting
rights on any matter submitted to shareholders that relates solely to its
shareholder services, administrative services or distribution arrangements; (e)
each class shall have separate voting rights on any matter submitted to
shareholders in which the interests of one class differ from the interests of
any other class; (f) each class may have separate exchange privileges; (g) each
class of shares may have separate account size requirements; and (h) each class
may have different conversion features. In addition, the following provisions
shall apply to the classes authorized hereby.
A. Allocation of Income and Expenses
1. General.
The gross income, realized and unrealized capital gains and
losses and expenses (other than Class Expenses, as defined below) of the Series
shall be allocated to each share of the Series, on the basis of its net asset
value relative to the net asset value of the Series. Expenses to be so allocated
include a portion of the expenses of the Fund that are not attributable to the
Series, any class of the Series or any other series of the Fund ("Fund
Expenses"), and expenses of the Series not attributable to a particular class of
the Series ("Series Expenses"). Fund Expenses include, but are not limited to,
Trustees' fees, certain insurance costs and certain legal fees. Series Expenses
include, but are not limited to, certain filing fees (i.e., state filing fees
imposed on a Fund-wide basis and Securities and Exchange Commission registration
fees), custodial fees, advisory fees and other expenses relating to the
management of the Series' assets.
2. Class Expenses.
Expenses attributable to one or more particular classes, which
are allocated on the basis of the amount incurred on behalf of each class
("Class Expenses") may include: (a) transfer agent fees attributable to a
specific class, (b) printing and postage expenses related to preparing and
distributing material such as shareholder reports, prospectuses and proxy
materials to current Fund shareholders; (c) registration fees (other than those
set forth in subsection A.l above); (d) the expense of administrative personnel
and services as required to support the shareholders of a specific class; (e)
litigation or other legal expenses and audit or other accounting expenses
relating to a specific class; (f) Trustees' fees incurred as a result of issues
relating to a specific class; and (g) shareholder or Trustees' meeting costs
that relate to a specific class. All expenses described in this paragraph may be
allocated as Class Expenses, but only if the Fund's President and Treasurer have
determined, subject to the Board of Trustees' approval or ratification, which of
such categories of expenses will be treated as Class Expenses, consistent with
applicable legal principles under the 1940 Act and the Internal Revenue Code of
1986, as amended ("Code").
In the event that a particular expense is no longer reasonably
allocable by class or to a particular class, it shall be treated as a Fund
Expense or Series Expense, and in the event a Fund Expense or Series Expense
becomes allocable at a different level, including as a Class Expense, it shall
be so allocated, subject to compliance with Rule 18f-3 and to approval or
ratification by the Board of Trustees.
The initial determination of expenses that will be allocated
as Class Expenses and any subsequent changes thereto shall be reviewed by the
Board of Trustees and approved by such Board and by a majority of the Trustees
who are not "interested persons" of the Fund or Series, as defined in the 1940
Act (the "Independent Trustees"). Such expense allocation shall be set forth in
a schedule, as amended from time to time, by the Board of Trustees, including a
majority of the Independent Trustees, and shall form a part of this plan.
3. Waivers or Reimbursements of Expenses
Expenses may be waived or reimbursed by the Fund's investment
adviser, its principal underwriter, or any other provider of services to the
Series or the Fund without the prior approval of the Board of Trustees to the
extent such waiver or reimbursement does not jeopardize the Fund's status as a
"regulated investment company" under the Code.
B. Exchange Privileges
Shareholders of the Series may exchange shares of their class for
shares of a similar class of another fund in the Scudder family, at the relative
net asset values of the respective shares to be exchanged and with no sales
charge, subject to applicable law, and to the applicable requirements, if any,
as to minimum amount.
C. Conversion Privileges
Upon the direction of a holder of Class S shares of Class AARP shares
of the Series, such shares will be converted to AARP shares or Class S shares of
the Series, respectively, at the relative net asset values of the two classes.
Any conversion of shares of one Class to shares of another Class is subject to
the continuing availability of a ruling of the Internal Revenue Service or an
opinion of counsel to the effect that the conversion of shares should not
constitute a taxable event under federal income tax law. Any such conversion may
be suspended if such a ruling or opinion is no longer available.
D. Board Review
1. Initial Approval
The Board of Trustees, including a majority of the Independent
Trustees, at a meeting held March 14, 2000, approved the Plan based on a
determination that the Plan, including the expense allocation, is in the best
interests of each class individually and of the Series and the Fund. Their
determination was based on their review of information furnished to them which
they deemed reasonably necessary and sufficient to evaluate the Plan.
2. Approval of Amendments
The Amended Plan may not be amended materially unless the
Board of Trustees, including a majority of the Independent Trustees has found
that the proposed amendment, including any proposed related expense allocation,
is in the best interests of each class individually and of the Series and the
Fund. Such finding shall be based on information requested by, and furnished to,
the Board that the Board deems reasonably necessary to evaluate the proposed
amendment.
3. Periodic Review
The Board shall review reports of expense allocations and such
other information as they request at such times, or pursuant to such schedule,
as they may determine is consistent with applicable legal requirements.
E. Contracts
Any Agreement related to the multi-class system shall require the
parties thereto to furnish to the Board of Trustees, upon their request, such
information as is reasonably necessary to permit the Trustees to evaluate the
plan or any proposed amendment.
F. Effective Date
The Plan, having been reviewed and approved by the Board of Trustees
and by a majority of the Independent Trustees as indicated in subsection C.l of
Section II of the Plan, shall take effect as of the implementation of the
multi-class system, except that allocation of Class Expenses shall not occur
until the effective date of the Fund's post-effective amendment to its
registration statement containing disclosure concerning the multi-class system.
<PAGE>
G. Amendments
The Plan may not be amended to modify materially its terms unless such
amendment has been approved in the manner specified in subsection C.2 of Section
II of the Plan.
Schedule to Amended Multi-Distribution System Plan
Allocation of Class Expenses
CLASS R SHARES
1. Transfer agent fees attributable to Class R Shares;
2. Printing and postage expenses related to preparing and distributing
material such as shareholder reports, prospectuses and proxy materials
to current holders of Class R Shares;
3. Registration fees (other than State registration fees imposed on a
Fund-wide basis and Securities and Exchange Commission registration
Fees) for Class R Shares;
4. Litigation or other legal expenses relating solely to Class R Shares;
5. Trustees' fees incurred as a result of issues relating solely to Class
R Shares;
6. The expense of holding meetings solely for holders of Class R Shares;
and
7. Any expenses incurred as a result of being an Underlying Fund of
Scudder Pathway Series under the Special Servicing Agreement dated
November 15, 1996.
CLASS S SHARES
1. Transfer agent fees attributable to Class S Shares;
2. Printing and postage expenses related to preparing and distributing
material such as shareholder reports, prospectuses and proxy materials
to current holders of Class S Shares;
3. Registration fees (other than State registration fees imposed on a
Fund-wide basis and Securities and Exchange Commission registration
Fees) for Class S Shares;
4. Litigation or other legal expenses relating solely to Class S Shares;
5. Trustees' fees incurred as a result of issues relating solely to Class
S Shares;
6. The expense of holding meetings solely for holders of Class S Shares;
and
7. Any expenses incurred as a result of being an Underlying Fund of
Scudder Pathway Series under the Special Servicing Agreement dated
November 15, 1996.
<PAGE>
AARP Shares
1. Transfer agent fees attributable to AARP Shares;
2. Printing and postage expenses related to preparing and distributing
material such as shareholder reports, prospectuses and proxy materials
to current holders of AARP Shares;
3. Registration fees (other than State registration fees imposed on a
Fund-wide basis and Securities and Exchange Commission registration
Fees) for AARP Shares;
4. Litigation or other legal expenses relating solely to AARP Shares;
5. Trustees' fees incurred as a result of issues relating solely to AARP
Shares;
6. The expense of holding meetings solely for holders of AARP Shares; and
7. Any expenses incurred as a result of being an Underlying Fund of
Scudder Pathway Series under the Special Servicing Agreement dated
November 15, 1996.
EXHIBIT 17
FORM OF PROXY
YOUR VOTE IS IMPORTANT!
VOTE TODAY BY MAIL,
TOUCH-TONE PHONE OR THE INTERNET
CALL TOLL FREE 1-888-221-0697 OR
LOG ON TO WWW.PROXYWEB.COM/XXXXX
*** CONTROL NUMBER: XXX XXX XXX XXX XX *** Please fold and detach card at
perforation before mailing.
AARP GROWTH AND INCOME FUND
PROXY SPECIAL MEETING OF SHAREHOLDERS - JULY 11, 2000
The undersigned hereby appoints John Millette, Kathryn L. Quirk and
John R. Hebble, and each of them, the proxies of the undersigned, with the power
of substitution to each of them, to vote all shares of the above-referenced fund
(the "Fund") which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the Fund to be held at the offices of Scudder Kemper
Investments, Inc., Two International Place, Boston, MA 02110, on July 11, 2000,
at 2:00 p.m., Eastern time, and at any adjournments thereof.
PLEASE SIGN AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS
REQUIRED.
Dated ____________________________,2000
PLEASE SIGN EXACTLY AS YOUR NAME OR
NAMES APPEAR. WHEN SIGNING AS AN
ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE YOUR
FULL TITLE AS SUCH.
----------------------------------------
[NAME] [ADDRESS]
----------------------------------------
SIGNATURE(S) OF SHAREHOLDER(S)
<PAGE>
YOUR VOTE IS IMPORTANT!
VOTE TODAY BY MAIL,
TOUCH-TONE PHONE OR THE INTERNET
CALL TOLL FREE 1-888-221-0697 OR
LOG ON TO WWW.PROXYWEB.COM/XXXXX
Please fold and detach card at perforation before
mailing.
All properly executed proxies will be voted as directed. If no
instructions are indicated on a properly executed proxy, the proxy will be voted
FOR approval of the proposals.
THE PROXY IS SOLICITED ON BEHALF OF THE BOARD OF THE FUND. THE BOARD OF TRUSTEES
RECOMMENDS A VOTE FOR THE ---
PROPOSALS.
PLEASE VOTE BY FILLING IN THE BOXES BELOW.
FOR ALL WITHHOLD
NOMINEES AUTHORITY TO
LISTED VOTE FOR ALL
(EXCEPT AS NOMINEES LISTED
NOTED IN
SPACE
PROVIDED)
PROPOSAL 1
To elect Trustees to hold office until
their respective successors have been
duly elected and qualified or until
their earlier resignation or removal.
NOMINEES:
(01) Henry P. Becton, Jr. (02) Linda C.
Coughlin (03) Dawn-Marie Driscoll (04)
Edgar R. Fiedler (05) Keith R. Fox (06)
Joan Edelman Spero (07) Jean Gleason
Stromberg (08) Jean C. Tempel (09)
Steven Zaleznick
INSTRUCTION: TO WITHHOLD AUTHORITY TO
VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THE NAME(S) ON THE LINE IMMEDIATELY
BELOW.
- ----------------------------------------
PROPOSAL 2 FOR AGAINST ABSTAIN
- ----------
To approve an Agreement and Plan of
Reorganization for the Fund whereby all
or substantially all of the assets and
liabilities of the Fund would be
acquired by Scudder Growth and Income
Fund in exchange for shares of the AARP
Shares class of shares of Scudder Growth
and Income Fund.
PROPOSAL 3
To ratify the selection of
PricewaterhouseCoopers LLP as the Fund's
independent accountants for the current
fiscal year.
THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR DISCRETION ON ANY OTHER BUSINESS
WHICH MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS THEREOF.
PLEASE SIGN ON REVERSE SIDE
