Exhibit (n)(14)
INVESTMENT TRUST
(the "Fund")
AMENDED AND RESTATED PLAN WITH RESPECT TO
SCUDDER LARGE COMPANY GROWTH 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 Amended and Restated 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 Large Company Growth 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 Amended and Restated 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 R shares, Class S
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.
<PAGE>
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 and certain legal fees. Series Expenses include, but are not
limited to, certain filing fees, administrative services 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) printing and postage expenses related to preparing
and distributing proxy materials to current Fund shareholders that relate to a
specific class; (b) litigation or other legal expenses relating to a specific
class; (c) Trustees' fees incurred as a result of issues relating to a specific
class; and (d) shareholder 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"). Any
additional incremental expenses not specifically identified above that are
subsequently identified and determined to be properly applied to one class of
shares of the Fund (or a series) shall be so applied upon approval by a majority
of the members of the Fund's board, including a majority of the board members
who are not interested persons of the Fund.
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
2
<PAGE>
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 or 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 value 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 May 8, 2000, approved the Amended 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 Amended Plan.
2. Approval of Amendments
The Amended and Restated 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
3
<PAGE>
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.
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.
4
<PAGE>
Schedule to Amended and Restated
Multi-Distribution System Plan
Allocation of Class Expenses
AARP Shares
1. Printing and postage expenses related to preparing and distributing
proxy materials to current holders of AARP Shares;
2. Litigation or other legal expenses relating solely to AARP Shares;
3. Trustees' fees incurred as a result of issues relating solely to AARP
Shares; and
4. Shareholder or meeting costs that relate solely to AARP Shares.
Class R Shares
1. Printing and postage expenses related to preparing and distributing
proxy materials to current holders of Class R Shares;
2. Litigation or other legal expenses relating solely to Class R Shares;
3. Trustees' fees incurred as a result of issues relating solely to Class
R Shares; and
4. Shareholder meeting costs that relate solely to Class R Shares.
Class S Shares
1. Printing and postage expenses related to preparing and distributing
proxy materials to current holders of Class S Shares;
2. Litigation or other legal expenses relating solely to Class S Shares;
3. Trustees' fees incurred as a result of issues relating solely to Class
S Shares; and
4. Shareholder meeting costs that relate solely to Class S Shares.
5
