U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
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1.Name and address of issuer:
Scudder Variable Life Investment Fund
Two International Place
Boston, MA 02210
2.Name of each series or class of funds for which this notice is filed:
Money Market Portfolio
Bond Portfolio
Capital Growth Portfolio
International Portfolio
3.Investment Company Act File Number:
811-4257
Securities Act File Number:
2-96461
4.Last day of fiscal year for which this notice is filed:
12/31/95
5.Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration:
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6.Date of termination of issuer's declaration under Rule
24f-2(a)(1), if applicable (see Instruction A.6):
7.Number and amount of securities of the same class or series which
had been registered under the Securities Act of 1933 other than
pursuant to Rule 24f-2 in a prior fiscal year, but which remained
unsold at the beginning of the fiscal year:
Number: 0
Amount: $0
8.Number and amount of securities registered during the fiscal year
other than pursuant to Rule 24f-2:
Number: 0
Amount: $0
9.Number and aggregate sale price of securities sold during the
fiscal year:
Number: 51,247,907
Aggregate Sale Price: $107,635,051
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10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
Rule 24f-2:
Number: 51,247,907
Aggregate Sale Price: $107,635,051
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment plans,
if applicable (see Instruction B.7):
Number: 2,661,514
Aggregate Sale Price: $12,334,438
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on $107,635,051
Rule 24f-2 (from Item 10):
(ii) Aggregate price of shares issued in
connection with dividend reinvestment +12,334,438
plans (from Item 11, if applicable):
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal year -0
(if applicable):
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to +0
Rule 24e-2 (if applicable):
(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on Rule 24f-2 (line (i), plus $119,969,489
line (ii), less line (iii), plus line
(iv)) (if applicable):
(vi) Multiplier prescribed by Section 6(b) of
the Securities Act of 1933 or other
applicable law or regulation (see x 1/2900
Instruction C.6):
(vii) Fee due (line (i) or line (v) $41,368.78
multiplied by line (vi)):
Instruction:Issuers should complete lines (ii), (iii), (iv), and (v)
only if the form is being filed within 60 days after the close of
the issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a). [X]
Date of mailing or wire transfer of filing fees
to the Commission's lockbox depository:
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title)*: /s/Thomas F. McDonough
Thomas F. McDonough, Secretary
Date: 4/25/96
*Please print the name and title of the signing officer below the
signature.
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LAW OFFICES OF
DECHERT PRICE & RHOADS
TEN POST OFFICE SQUARE SOUTH
BOSTON, MA 02109-4603
TELEPHONE: (617) 728-7100
FAX: (617) 426-6567
April 24, 1996
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.
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By votes adopted on November 11, 1994 and November 10, 1995, 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 53,909,421 Shares sold in reliance upon said Rule 24f-2 during
the fiscal year ended December 31, 1995.
We are of the opinion that all necessary Trust action precedent to the
issue of said 53,909,421 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
