August 15, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Scudder U.S. Treasury Money Fund (Securities Act
Registration Statement File No. 2-67219) for Fiscal Year ended June
30, 1995
Dear Sir/Madam:
In accordance with the provisions of Rule 24f-2, Scudder U.S. Treasury Money
Fund (the "Trust") hereby files its Rule 24f-2 Notice for the fiscal year ended
June 30, 1995.
a) No shares of beneficial interest of the Trust were registered under the
Securities Act of 1933 (other than pursuant to Rule 24f-2) and remained
unsold at the beginning of the fiscal year.
b) No shares of beneficial interest of the Trust were registered during the
year other than pursuant to Rule 24f-2.
c) 647,745,827 shares of beneficial interest of the Trust were sold
during the fiscal year.
d) 647,745,827 shares of beneficial interest of the Trust were sold
during the fiscal year in reliance upon the Trust's declaration
in its registration statement which became effective April 22,
1980, of the registration of an indefinite amount of securities
under Rule 24f-2. Attached to the Rule 24f-2 Notice, and made a
part hereof, is an opinion of counsel indicating that the
securities, the registration of which the notice makes definite
in number, were legally issued, fully paid and non-assessable.
In accordance with subsection (c) of Rule 24f-2, no fee is required since the
actual aggregate sale price for which such securities were sold during the
fiscal year was reduced by the difference between:
(1) The actual aggregate redemption price of the shares redeemed by the
Trust during the fiscal year, and
(2) The actual aggregate redemption price of such redeemed shares
previously applied by the Trust pursuant to Rule 24e-2(a) in filings
made pursuant to Section 24(e)(1) of the Investment Company Act of
1940.
<PAGE>
Aggregate Sale Price For All Shares Sold $647,745,827
During Fiscal Year Pursuant to Rule 24f-2
Reduced by the Difference Between
1) Aggregate Redemption Price of Shares $663,250,580
Redeemed During the Fiscal Year
and,
2) Aggregate Redemption Price of Redeemed -0- $663,250,580
Shares Previously Applied by Trust ------------
Pursuant to Rule 24e-2(a) in Filings
Made Pursuant to Section 24(e)(1) of
Investment Company Act of 1940
$(15,504,753)
============
Any questions regarding the matter should be addressed to me at Scudder, Stevens
& Clark, Inc., Two International Place, Boston, MA 02110-4103.
Very truly yours,
/s/Thomas F. McDonough
Thomas F. McDonough
Secretary
CC: SEC Examiner
LAW OFFICES OF
DECHERT PRICE & RHOADS
TEN POST OFFICE SQUARE SOUTH
BOSTON, MA 02109-4603
August 17, 1995
Scudder U.S. Treasury Money Fund
Two International Place
Boston, Massachusetts 02110
Re: Rule 24f-2 Notice
-----------------
Gentlemen:
Scudder U.S. Treasury Money Fund, formerly Scudder Government Money
Fund, (the "Trust") is a trust created under a written Declaration of Trust
dated April 4, 1980, and executed and delivered in Boston, Massachusetts. The
Declaration of Trust was amended by an Amended and Restated Declaration of Trust
dated November 3, 1987 (as further amended, the "Declaration of Trust"). The
beneficial interest thereunder is represented by transferable shares with par
value $.01 per share (the "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 the 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.
By votes adopted on November 9, 1993 and November 8, 1994, 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
<PAGE>
Scudder U.S. Treasury Money Fund
August 17, 1995
Page 2
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 a Notice pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended, making definite the
registration of 647,745,827 Shares sold in reliance upon said Rule 24f-2 during
the fiscal year ended June 30, 1995.
We are of the opinion that all necessary Trust action precedent to the
issue of said 647,745,827 Shares was duly taken. We are of the further opinion
that all such Shares were legally and validly issued, fully paid and
nonassessable by the Trust. In rendering the opinion expressed in the preceding
sentence, we rely on certification by an officer of the Trust that the Trust or
its agent received consideration for such Shares in accordance with the
provisions of the Trust's Declaration of Trust, and we assume that the sale of
such Shares was effected in compliance with the Securities Act of 1933, as
amended, 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 together with the Rule 24f-2 Notice referred to above.
Very truly yours,
/s/ Dechert Price & Rhoads
