February 23, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Scudder Funds Trust
for: Scudder Short Term Bond Fund and Scudder Zero Coupon 2000
Fund for Fiscal Year Ended December 31, 1994
(Securities Act Registration Statement File No. 2-73371)
Dear Sir/Madam:
In accordance with the provisions of Rule 24f-2, Scudder Funds Trust
(the "Trust") hereby files its Rule 24f-2 Notice for the fiscal year ended
December 31, 1994.
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) 90,149,087 shares of beneficial interest of the Trust were sold during
the fiscal year. (See Schedule A.)
d) 90,149,087 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 December 15, 1982 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.
<TABLE>
<CAPTION>
<C> <C> <C>
Aggregate Sale Price For All Shares Sold $1,048,077,150
During Fiscal Year Pursuant to Rule 24f-2
Reduced by the Difference Between
1) Aggregate Redemption Price of Shares $1,982,574,221
Redeemed during the Fiscal Year
and,
2) Aggregate Redemption Price of Redeemed -0- $1,982,574,221
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
($934,497,071)
============
</TABLE>
Any questions regarding the matter should be addressed to me at
Scudder, Stevens & Clark, Inc., Two International Place, Boston, MA 02110.
Very truly yours,
/s/Thomas F. McDonough
Thomas F. McDonough
Secretary
<TABLE>
SCHEDULE A
<CAPTION>
Shares Sold Shares Redeemed
Portfolio Shares Amount Shares Amount
- --------- ------ ------ ------ ------
<C> <C> <C> <C> <C>
Scudder Short Term 89,258,004 $1,037,772,973 170,827,860 $1,968,606,250
Bond Fund
Scudder Zero Coupon 891,083 10,304,177 1,183,352 13,967,971
2000 Fund
TOTAL 90,149,087 $1,048,077,150 172,011,212 $1,982,574,221
</TABLE>
LAW OFFICES OF
DECHERT PRICE & RHOADS
TEN POST OFFICE SQUARE SOUTH
BOSTON, MA 02109-4603
TELEPHONE: (617) 728-7100
fax: (617) 426-6567
February 24, 1995
Scudder Funds Trust
Two International Place
Boston, MA 02110
Re: Rule 24f-2 Notice
Gentlemen:
Scudder Funds Trust, formerly Scudder Target Fund, (the "Trust") is a
trust created under a written Declaration of Trust dated July 24, 1981, and
executed and delivered in Boston, Massachusetts. The Declaration of Trust
was amended by an Amended and Restated Declaration of Trust dated December
21, 1987 (as further amended, the "Declaration of Trust"). The beneficial
interest thereunder is represented by transferable shares with a par value
of $.01 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. By
instruments dated June 29, 1989 and March 7, 1990, the Trustees changed the
names of the series of the Trust such that the existing six series of the
Trust were designated as follows: Scudder Zero Coupon 1990 Fund, Scudder
Zero Coupon 1995 Fund, Scudder Zero Coupon 2000 Fund, Scudder Zero Coupon
2005 Fund, Scudder Zero Coupon 2010 Fund and Scudder Short Term Bond Fund.
By written instruments dated December 31, 1990 and July 15, 1992, the
Trustees abolished and dissolved Scudder Zero Coupon 1990 Fund and Scudder
Zero Coupon 1995 Fund.
By votes adopted on December 6, 1993 and December 5 and 6, 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 to be registered, and to register with the
Securities and Exchange Commission, and to issue and sell to the public,
such Shares. No Shares of the Scudder Zero Coupon 2005 Fund or Scudder Zero
Coupon 2010 Fund have been issued or sold.
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 90,149,087 Shares sold in reliance upon said
Rule 24f-2 during the fiscal year ended December 31, 1994.
We are of the opinion that all necessary Trust action precedent to the
issue of said 90,149,087 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, the Investment Company Act of 1940, 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
