February 28, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Scudder Variable Life Investment Fund
(Securities Act Registration Statement File No. 2-96461) for
Fiscal Year Ended December 31, 1994
Sir/Madam:
In accordance with the provisions of Rule 24f-2, Scudder Variable Life
Investment Fund (the "Trust") hereby files its Rule 24f-2 Notice for the
fiscal year ended December 31, 1994.
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) 245,568,749 shares of beneficial interest of the Trust were sold
during the fiscal year. (See Schedule A)
d) 245,568,749 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 12, 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, a certified check in
the amount of $120,373.52 is enclosed, which represents the registration
fee. Such fee is based upon 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 $781,083,542
During Fiscal Year Pursuant to Rule 24f-2
Reduced by the Difference Between
1) Aggregate Redemption Price of Shares $432,002,767
Redeemed during the Fiscal Year
and,
2) Aggregate Redemption Price of Redeemed -0- $432,002,767
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
$349,080,775
============
</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
<TABLE>
SCHEDULE A
<CAPTION>
Shares Sold Shares Redeemed
Portfolio Shares Amount Shares Amount
- --------- ------ ------ ------ ------
<C> <C> <C> <C> <C>
Money Market 186,827,297 $186,827,297 147,877,533 $147,877,533
Bond 12,843,292 86,578,280 9,933,459 66,398,542
Balanced 1,539,383 14,384,876 1,403,007 12,950,121
Growth and Income 3,576,097 22,441,709 384,876 2,415,483
Capital Growth 12,319,350 157,574,508 10,429,402 131,982,527
International 28,463,330 313,276,872 6,444,615 70,378,561
TOTAL 245,568,749 $781,083,542 176,472,892 $432,002,767
</TABLE>
LAW OFFICES OF
DECHERT PRICE & RHOADS
TEN POST OFFICE SQUARE SOUTH
BOSTON, MA 02109-4603
TELEPHONE: (617) 728-7100
FAX: (617) 426-6567
February 23, 1995
Scudder Variable Life Investment Fund
Two International Place
Boston, MA 02110
Re: Rule 24f-2 Notice
Gentlemen:
Scudder Variable Life Investment Fund (the "Trust") is a trust created
under a written Declaration of Trust dated March 15, 1985, and executed and
delivered in Boston, Massachusetts (as further amended, the "Declaration of
Trust"). The beneficial interest thereunder is represented by transferable
shares without par value (the "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 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. Under Article V, Section 5.11, the
Trustees may authorize the division of Shares into two or more series. By
written instruments dated March 15, 1985, March 5, 1986, February 12, 1987,
and April 15, 1988, the Trustees divided the Shares into eleven series (the
"Portfolios"). By written instruments dated April 4, 1990, June 15, 1990,
April 13, 1992 and February 11, 1994, the Trustees abolished and dissolved
six Portfolios and added one new Portfolio, changing the total number of
Portfolios to six.
By votes adopted on November 10, 1993 and November 11, 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, and 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 245,568,749 Shares sold in reliance upon said
Rule 24f-2 during the fiscal year ended December 31, 1994.
We are of the opinion that all necessary Trust action precedent to the
issue of said 245,568,749 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
