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January 22, 1996
Securities and Exchange Commission
Attention: Document Control - EDGAR
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Re: Rule 24f-2 Notice for
IDS Managed Retirement Fund, Inc.
SEC File No. 2-93801/811-4133
Commissioners:
[i] In accordance with the provisions of Rule 24f-2, IDS Managed
Retirement Fund, Inc. hereby files its Rule 24f-2 Notice for
the fiscal year ended November 30, 1995 ("Fiscal Year").
[ii] Amount of securities registered other
than under 24f-2 which were unsold at
the beginning of the fiscal year* $ 0
[iii] Amount of securities registered during
the fiscal year other than under 24f-2** $ 0
[iv] Amount of securities sold during the
fiscal year*** $323,002,915
[v] Amount of securities sold pursuant to 24f-2 $323,002,915
[vi] Fee $323,002,915 / 2900 $111,380.32
* 0 shares X $11.96 on January 17, 1996
** 0 shares X $11.96 on January 17, 1996
*** Sales of $809,289,866 minus redemptions of $486,286,951
Enclosed please find an opinion of counsel.
The filing fee in the amount of $111,380.32 has been sent by wire
transfer.
If there are any questions, please contact the undersigned.
Very truly yours,
IDS MANAGED RETIREMENT FUND, INC.
Leslie L. Ogg
Vice President, General Counsel and Secretary
LLO/KB/cah
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EXHIBIT INDEX
(b) (10) OPINION OF COUNSEL
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January 22, 1996
IDS Managed Retirement Fund, Inc.
IDS Tower 10
Minneapolis, Minnesota 55440-0010
Gentlemen:
I have examined the Articles of Incorporation and the By-Laws of
the Company and all necessary certificates, permits, minute books,
documents and records of the Company, and the applicable statutes
of the State of Minnesota, and it is my opinion:
(a) That the Company is a corporation duly organized and existing
under the laws of the State of Minnesota with an authorized
capital stock of 10,000,000,000 shares, all of $.01 par
value, that such shares may be issued as full or fractional
shares and that on November 30, 1995, 229,092,626 shares were
issued and outstanding;
(b) That all such authorized shares are, under the laws of the
State of Minnesota, redeemable as provided in the Articles of
Incorporation of the Company and upon redemption shall have
the status of authorized and unissued shares;
(c) That the Company registered on December 28, 1984 an
indefinite number of shares pursuant to Rule 24f-2 and is
herewith filing a Rule 24f-2 Notice covering the shares sold
during its Fiscal Period ended November 30, 1995; and
(d) That shares which were sold at not less than their par value
and in accordance with applicable federal and state
securities laws were legally issued, fully paid and
nonassessable.
I hereby consent that the foregoing opinion may be used in
connection with the Rule 24f-2 Notice.
Very truly yours,
Leslie L. Ogg
Attorney at Law
IDS Tower 10
Minneapolis, Minnesota 55440-0010
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