INVESTMENT TRUST
Corrected Amended and Restated
Establishment and Designation of Classes
of Shares of Beneficial Interest, $.01 Par Value
(The "Instrument")
The undersigned, being a majority of the duly elected and qualified
Trustees of Investment Trust, a Massachusetts business trust (the "Fund"), take
this action pursuant to Section 5.11 of the Amended and Restated Declaration of
Trust dated November 3, 1987 (the "Declaration of Trust"). The Trustees have
previously designated the shares of beneficial interest (the "Shares") of the
series of the Fund heretofore designated as Scudder Growth and Income Fund (the
"Series") as Scudder Growth and Income Fund - Class S shares, Scudder Growth and
Income Fund - Class R shares and Scudder Growth and Income Fund - Class AARP
shares. The Trustees hereby further divide the authorized and unissued shares of
the Series into the six classes designated below in paragraph 1 (each a "Class"
and collectively the "Classes"), each Class to have the special and relative
rights specified in this Instrument:
1. The Classes shall be designated as follows:
Scudder Growth and Income Fund - Class A shares
Scudder Growth and Income Fund - Class AARP shares
Scudder Growth and Income Fund - Class B shares
Scudder Growth and Income Fund - Class C shares
Scudder Growth and Income Fund - Class R shares
Scudder Growth and Income Fund - Class S shares
2. Each Share shall be redeemable, and, except as provided below, shall
represent a pro rata beneficial interest in the assets attributable to such
Class of shares of the Series, and shall be entitled to receive its pro rata
share of net assets attributable to such Class of Shares of the Series upon
liquidation of the Series, all as provided in or not inconsistent with the
Declaration of Trust. Each Share shall have the voting, dividend, liquidation
and other rights, preferences, powers, restrictions, limitations,
qualifications, terms and conditions, as set forth in the Declaration of Trust.
3. Upon the effective date of this Instrument:
a. Each Share of each Class of the Series shall be entitled to one
vote (or fraction thereof in respect of a fractional share) on matters which
such Shares (or Class of Shares) shall be entitled to vote. Shareholders of the
Series 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
when the Trustees have determined that the matter affects only the interest of
Shareholders of one or more Classes, in which case only the Shareholders of such
Class or Classes shall be entitled to vote thereon. Any matter shall be deemed
to have been effectively acted upon with respect to the Fund if acted upon as
provided in Rule 18f-2 under the 1940 Act or any successor rule and in the
Declaration of Trust.
b. Liabilities, expenses, costs, charges or reserves that should
be properly allocated to the Shares of a particular Class of the Series may,
pursuant to a Plan adopted by the
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Trustees under Rule 18f-3 under the 1940 Act, or such similar rule under or
provision or interpretation of the 1940 Act, be charged to and borne solely by
such Class and the bearing of expenses solely by a Class of Shares may be
appropriately reflected and cause differences in net asset value attributable
to, and the dividend, redemption and liquidation rights of, the Shares of
different Classes.
4. The Trustees (including any successor Trustees) shall have the right at any
time and from time to time to reallocate assets, liabilities and expenses or to
change the designation of any Class now or hereafter created, or to otherwise
change the special and relative rights of any such Class, provided that such
change shall not adversely affect the rights of Shareholders of such Class.
Except as otherwise provided in this Instrument, the foregoing shall
be effective upon the filing of this Instrument with the Secretary of the
Commonwealth of Massachusetts.
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Henry P. Becton, Jr., as Trustee Joan E. Spero, as Trustee
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Linda C. Coughlin, as Trustee Jean Gleason Stromberg, as Trustee
------------------------------------- ----------------------------------
Dawn-Marie Driscoll, as Trustee Jean C. Tempel, as Trustee
------------------------------------- ----------------------------------
Edgar R. Fiedler, as Trustee Steven Zaleznick, as Trustee
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Keith Fox, as Trustee
Dated: ______________, 2000
