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 Tax Free Trust (the "Trust") for:
Scudder Medium Term Tax Free Fund (the "Fund")
(Securities Act Registration Statement File No. 2-81105) for
Fiscal Year Ended December 31, 1994
Dear Sir/Madam:
In accordance with the provisions of Rule 24f-2, Scudder Tax Free
Trust hereby files its Rule 24f-2 Notice on behalf of Scudder Medium Term
Tax Free Fund for the fiscal year ended December 31, 1994.
a) No shares of beneficial interest of the Fund 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 Fund were registered during
the year other than pursuant to Rule 24f-2.
c) 22,098,846 shares of beneficial interest of the Fund were sold during
the fiscal year.
d) 22,098,846 shares of beneficial interest of the Fund were sold during
the fiscal year in reliance upon the Fund's declaration in its
registration statement, which became effective April 12, 1983 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 Fund during the fiscal year, and
2) The actual aggregate redemption price of such redeemed shares
previously applied by the Fund 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 $242,143,475
During Fiscal Year Pursuant to Rule 24f-2
Reduced by the Difference Between
1) Aggregate Redemption Price of Shares $504,752,983
Redeemed during the Fiscal Year
and,
2) Aggregate Redemption Price of Redeemed -0- $504,752,983
Shares Previously Applied by Fund ------ ------------
Pursuant to Rule 24e-2(a) in Filings Made
Pursuant to Section 24(e)(1) of
Investment Company Act of 1940
$(262,609,508)
==============
</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
WILLKIE FARR & GALLAGHER
One Citicorp Center
153 East 53rd Street
New York, NY 10022-4677
February 23, 1995
Scudder Tax Free Trust
Two International Place
Boston, Massachusetts 02110
Re: Rule 24f-2 Notice for Scudder Tax Free Trust (the "Trust")
for:Scudder Medium Term Tax Free Fund (the "Fund")
(Securities Act Registration Statement
File No. 2-81105) (the "Registration Statement")
Ladies and Gentlemen:
You have requested that we, as counsel to the Trust, render an opinion in
connection with the filing by the Trust on behalf of the Fund of a notice
required by Rule 24f-2 under the Investment Company Act of 1940, as amended
(the "Notice"), for the Fund's fiscal year ended December 31, 1994.
Paragraph (c) of the Notice states that during the fiscal year ended
December 31, 1994, the Fund sold a total of 22,098,846 shares of beneficial
interest of the Fund, par value $.01 per share ("Shares"). Paragraph (d)
of the Notice states that the number of Shares sold during the fiscal year
in reliance upon registration under the Securities Act of 1933, as amended,
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended, was 22,098,846, for an actual aggregate sales price of
$242,143,475. The Notice further states that during the fiscal year, the
actual aggregate redemption price of Shares redeemed by the Fund was
$504,752,983 and the difference between the aggregate sale price and the
aggregate redemption price was $(262,609,508).
As to the various questions of fact material to the opinion expressed
herein we have relied upon and assumed the genuineness of the signatures
on, the conformity to originals of, and the authenticity of, all documents,
including but not limited to certificates of officers of the Fund,
submitted to us as originals or copies, which facts we have not
independently verified. Capitalized terms used herein but not otherwise
defined have the meanings ascribed to them in the Registration Statement.
On the basis of the foregoing, and assuming 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, and assuming
further that all of the Shares sold during the fiscal year ended December
31, 1994 were sold in accordance with the terms of the Fund's Prospectus
and Statement of Additional Information in effect at the time of sale at a
sales price in each case in excess of the par value of the Shares, we are
of the opinion that such Shares were legally issued, fully paid and
non-assessable by the Fund. We note, however, that shareholders of a
Massachusetts business trust may under certain circumstances be subject to
assessment at the instance of creditors to pay the obligations of such
trust in the event that its assets are insufficient for the purpose.
We are members of the Bar of the State of New York and do not hold
ourselves out as being conversant with the laws of any jurisdiction other
than those of the United States of America and the State of New York. We
note that we are not licensed to practice law in the Commonwealth of
Massachusetts, and to the extent that any opinion expressed herein involves
the law of the Commonwealth of Massachusetts, such opinion should be
understood to be based solely upon our review of the documents referred to
above, the published statutes of the Commonwealth of Massachusetts, and
where applicable, published cases, rules or regulations of regulatory
bodies of the Commonwealth of Massachusetts.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Notice.
Very truly yours,
/s/Willkie Farr & Gallagher
