Exhibit (i)
[DECHERT PRICE & RHOADS LETTERHEAD]
July 14, 2000
Investment Trust
Two International Place
Boston, Massachusetts 02110
Re: Post-Effective Amendment No. 118 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 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 nine series (the "Funds"). Currently, the Shares of six of the Funds are
divided into two or more classes.
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Investment Trust
July 14, 2000
Page 2
By votes adopted on November 9, 1998, November 2, 1999 and March 14,
2000, 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. 118 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 three Funds: Scudder S&P 500 Index
Fund, Scudder Dividend & Growth Fund and Scudder Growth and Income 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. 118 to the Registration
Statement.
Very truly yours,
/s/DECHERT PRICE & RHOADS
