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Exhibit 11
DECHERT LETTERHEAD
December 13, 2000
Investment Trust
on behalf of
Scudder Growth and Income Fund
Two International Place
Boston, Massachusetts 02110-4103
Dear Sirs:
We have acted as counsel to Investment Trust, a Massachusetts business
trust (the "Trust"), and we have a general familiarity with the Trust's business
operations, practices and procedures. You have asked for our opinion regarding
the issuance of Class A, Class B and Class C shares of beneficial interest by
the Trust in connection with the acquisition by Scudder Growth and Income Fund,
a series of the Trust, of the assets of Kemper U.S. Growth and Income Fund, a
series of Kemper Securities Trust, which shares are registered on a Form N-14
Registration Statement (the "Registration Statement") filed by the Trust with
the Securities and Exchange Commission.
We have examined originals or certified copies, or copies otherwise
identified to our satisfaction as being true copies, of various trust records of
the Trust and such other instruments, documents and records as we have deemed
necessary in order to render this opinion. We have assumed the genuineness of
all signatures, the authenticity of all documents examined by us and the
correctness of all statements of fact contained in those documents.
On the basis of the foregoing, we are of the opinion that the Class A,
Class B and Class C shares of beneficial interest of the Trust being registered
under the Securities Act of 1933 in the Registration Statement will be legally
and validly issued, fully paid and non-assessable by the Trust, upon transfer of
the assets of Kemper U.S. Growth and Income Fund pursuant to the terms of the
Agreement and Plan of Reorganization included in the Registration Statement.
We hereby consent to the filing of this opinion with and as part of the
Registration Statement.
Very truly yours,
/s/ Dechert
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