May 25, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Scudder State Tax Free Trust
(Securities Act Registration Statement File No. 2-84021) for
Fiscal Year Ended March 31, 1995
Gentlemen:
In accordance with the provisions of Rule 24f-2, Scudder State Tax Free Trust
(the "Trust") hereby files its Rule 24f-2 Notice for the fiscal year ended March
31, 1995.
a) No shares of beneficial interest of the Trust had been 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) 78,508,772 shares of beneficial interest of the Trust were sold during
the fiscal year.
d) 78,508,772 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 July 22, 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 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 $208,309,416
During Fiscal Year Pursuant to Rule 24f-2
Reduced by the Difference Between
1) Aggregate Redemption Price of Shares $281,973,847
Redeemed during the Fiscal Period
and,
2) Aggregate Redemption Price of Redeemed -0- $281,973,847
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
$(73,664,431)
============
</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
Fund* Shares Amount Shares Amount
- ----- ------ ------ ------ ------
<C> <C> <C> <C> <C>
Scudder New York 3,381,972 $34,313,966 5,560,736 $55,402,814
Tax Free Fund
Scudder New York 66,783,648 66,783,648 60,149,789 60,149,789
Tax Free Money Fund
Scudder Massachusetts 6,244,742 80,817,626 10,137,176 129,761,019
Tax Free Fund
Scudder Ohio 855,533 10,714,541 1,314,514 16,250,379
Tax Free Fund
Scudder Pennsylvania 1,242,877 15,679,635 1,621,672 20,409,846
Tax Free Fund
TOTAL 78,508,772 $208,309,416 $78,783,887 $281,973,847
<FN>
*The above named Funds are series of the Trust.
</FN>
</TABLE>
May 23, 1995
Scudder State Tax Free Trust
Two International Place
Boston, Massachusetts 02110
Re: Rule 24f-2 Notice
for Scudder State Tax Free Trust (the "Trust")
(Securities Act Registration Statement
File No. 2-84021) (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 of a notice required by Rule 24f-2 under
the Investment Company Act of 1940, as amended (the "Notice"), for the Trust's
fiscal year ended March 31, 1995. Paragraph (c) of the Notice states that during
the fiscal year ended March 31, 1995, the Trust sold a total of 78,508,772
shares of beneficial interest of the Trust, 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 78,508,772, for an actual aggregate sale price of $208,309,416. The
Notice further states that during the fiscal year, the actual aggregate
redemption price of Shares redeemed by the Fund was $281,973,847 and the
difference between the aggregate sale price and the aggregate redemption price
was $(73,664,431).
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 Trust, 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.
<PAGE>
Scudder State Tax Free Trust
May 23, 1995
Page 2
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 March 31, 1995 were
sold in accordance with the terms of the Trust'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 Trust. 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
