May 22, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Scudder GNMA Fund for Fiscal Year Ended
March 31, 1995. (Securities Act Registration Statement
File No. 2-82632)
Sir or Madam:
In accordance with the provisions of Rule 24f-2, Scudder GNMA Fund (the
"Fund") hereby files its Rule 24f-2 Notice for the fiscal year ended March 31,
1995.
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) 2,671,000 shares of beneficial interest of the Fund were registered
during the year other than pursuant to Rule 24f-2.
c) 3,907,473 shares of beneficial interest of the Fund were sold during
the fiscal year.
d) 3,907,473 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 July 5, 1985 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.
<PAGE>
<TABLE>
<CAPTION>
<C> <C> <C>
Aggregate Sale Price For All Shares Sold During Fiscal Year Pursuant to Rule $54,359,548
24f-2
Reduced by the Difference Between
1) Aggregate Redemption Price of Shares Redeemed During the Fiscal Year $179,639,479
and,
2) Aggregate Redemption Price of Redeemed Shares Previously Applied by -0- $179,639,479
Fund Pursuant to Rule 24e-2(a) in Filings Made Pursuant to Section ------ ------------
24(e)(1) of Investment Company Act of 1940
$(125,279,931)
=============
</TABLE>
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
2
<PAGE>
May 19, 1995
Scudder GNMA Fund
Two International Place
Boston, MA 02110
Re: Rule 24f-2 Notice
Gentlemen:
Scudder GNMA Fund (the "Trust") is a trust created under a written
Declaration of Trust dated March 24, 1983 under the name of Master Investment
Services Tax Free Fund and executed and delivered in Boston, Massachusetts. The
name of the Trust was changed to Scudder Government Mortgage Securities Fund by
an amendment to the Declaration of Trust dated April 5, 1985 and filed with the
Secretary of the Commonwealth of Massachusetts (the "Secretary") on April 8,
1985. The name of the Trust was further changed to Scudder GNMA Fund by an
Amended and Restated Declaration of Trust dated November 3, 1987 and filed with
the Secretary on December 3, 1987. The Declaration of Trust was further amended
by an instrument dated November 13, 1990 and filed with the Secretary on
December 12, 1990. The Amended and Restated Declaration of Trust, as amended, is
referred to as the "Declaration of Trust". The beneficial interest under the
Declaration of Trust is represented by transferable shares, $.01 par value 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
<PAGE>
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 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 3,907,473 Shares sold in reliance upon said Rule 24f-2 during
the fiscal year ended March 31, 1995.
We are of the opinion that all necessary Trust action precedent to the
issue of said 3,907,473 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
