SCUDDER FUND, INC.
345 Park Avenue
New York, New York 10154
February 28, 1995
Securities and Exchange Commission
Division of Investment Management
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Scudder Fund, Inc.
Registration File No. 2-78122
Dear Sir/Madam:
Pursuant to Rule 24f-2 of the Investment Company Act of 1940 (the
"Rule"), Scudder Fund, Inc. (the "Fund") notifies the Securities and
Exchange Commission of the following information with respect to each
designated class of Capital Stock of the Fund:
1. Fiscal year for which this notice is filed:
Year ended December 31, 1994.
2. Number of shares of Capital Stock, par value $.001 per share, which
had been registered under the Securities Act of 1933 other than
pursuant to the Rule but which remained unsold at the beginning of the
fiscal year for which this notice is filed:
<TABLE>
<CAPTION>
Class of Capital Stock Shares
---------------------- ------
<C> <C>
Managed Government Securities Fund 655,417,481
Managed Federal Securities Fund -0-
Managed Cash Fund 694,270,816
Managed Tax-Free Fund 315,525,001
Managed Intermediate Government Fund -0-
</TABLE>
3. Number of shares of Capital Stock, par value $.001 per share,
registered during the fiscal year for which this notice is filed other
than pursuant to the Rule:
<TABLE>
<CAPTION>
Class of Capital Stock Shares
---------------------- ------
<C> <C>
Managed Government Securities Fund -0-
Managed Federal Securities Fund -0-
Managed Cash Fund -0-
Managed Tax-Free Fund -0-
Managed Intermediate Government Fund -0-
</TABLE>
4. Number of shares of Capital Stock, par value $.001 per share, sold
during the fiscal year for which this notice is filed:*
<TABLE>
<CAPTION>
Class of Capital Stock Shares
---------------------- ------
<C> <C>
Managed Government Securities Fund 269,803,425
Managed Federal Securities Fund 23,109,819
Managed Cash Fund 1,838,028,319
Managed Tax-Free Fund 586,552,129
Managed Intermediate Government Fund 911,210
</TABLE>
* Pursuant to paragraph (c) of the Rule, $2,960.70 is enclosed which is
based upon the actual aggregate sale price for which the shares
reported hereunder were sold pursuant to the Rule, reduced by the
actual aggregate redemption price of shares of the same class redeemed
during the fiscal year ended December 31, 1994, all as shown below:
<TABLE>
<CAPTION>
Actual Aggregate
Actual Price of Shares
Aggregate Redeemed (and not
Price of previously
Shares Sold credited for
Class of Pursuant to reduction of
Capital Stock the Rule registration fee) Net Fee
- -------------- -------- ----------------- ----- -----
<C> <C> <C> <C> <C>
Managed Government $269,803,425 $(295,383,364) $(25,579,939)** $-0-
Securities Fund
Managed Federal 23,109,819 (23,414,968) (305,149)** -0-
Securities Fund
Managed Cash Fund 1,801,334,141 (1,801,334,141) -0-+ -0-
Managed Tax-Free 570,047,516 (570,047,516) -0-++ -0-
Fund
Managed 9,084,268 (498,287) 8,585,981 2,960.70
Intermediate --------
Government Fund
$2,960.70
=========
<FN>
** This number represents redemptions for the fiscal year for which this
notice is filed which are not being credited pursuant to the Rule.
+ This class was actually in net sales for the fiscal year for which
this notice is filed but no fee is due because the aggregate sales
price of this class was reduced by $36,694,178 of the aggregate
$694,270,816 sales price of the class previously registered pursuant
to Rule 24e-2.
++ This class was actually in net sales for the fiscal year for which
this notice is filed but no fee is due because the aggregate sales
price of this class was reduced by $16,504,613 of the aggregate
$315,525,001 sales price of the class previously registered pursuant
to Rule 24e-2.
</TABLE>
5. Number of shares of Capital Stock, par value $.001 per share, sold
during the fiscal year for which this notice is filed in reliance upon
registration pursuant to the Rule:
<TABLE>
<CAPTION>
Class of Capital Stock Shares
---------------------- ------
<C> <C>
Managed Government Securities Fund 269,803,425
Managed Federal Securities Fund 23,109,819
Managed Cash Fund 1,801,334,141
Managed Tax-Free Fund 570,047,516
Managed Intermediate Government Fund 911,210
6. Requisite Opinion of Counsel pursuant to Rule 24f-2(b)(1) is included
herewith.
If you require any further information, please call the undersigned at
(212) 326-6659.
Very truly yours,
/s/Irene McC. Pelliconi
Irene McC. Pelliconi
Secretary
</TABLE>
February 24, 1995
Scudder Fund, Inc.,
345 Park Avenue,
New York, New York 10154.
Dear Sirs:
In connection with the proposed filing of a notice pursuant to
Rule 24f-2 under the Investment Company Act of 1940 with respect to
2,665,206,111 shares (the "Shares") of Capital Stock, par value $.001 per
share, of Scudder Fund, Inc., a Maryland corporation (the "Company"),
comprised of 269,803,425 shares of the Managed Government Securities Fund,
23,109,819 shares of the Managed Federal Securities Fund, 1,801,334,141
shares of the Managed Cash Fund, 570,047,516 shares of the Managed Tax-Free
Fund and 911,210 shares of the Managed Intermediate Government Fund, we, as
your counsel, have examined such corporate records, certificates and other
documents, and such questions of law, as we have considered necessary or
appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our
opinion, the Shares were validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the General Corporation Law
of the State of Maryland, and we are expressing no opinion as to the effect
of the laws of any other jurisdiction.
We have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us
to be responsible.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission in connection with the Company's notice
referred to above. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of
the Securities Act of 1933.
Very truly yours,
/s/Sullivan & Cromwell
