Scudder Institutional Fund, Inc.
345 Park Avenue
New York, New York 10154
February 28, 1994
Securities and Exchange Commission
Division of Investment Management
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Scudder Institutional Fund, Inc.
Registration File No. 33-2648
Dear Sir/Madam:
Pursuant to Rule 24f-2 of the Investment Company Act of 1940 (the
"Rule"), Scudder Institutional Fund, Inc. (the "Fund") notifies the
Securities and Exchange Commission of the following information with
respect to each designated class of Capital Stock of the Fund:
1. Fiscal year for which this notice is filed:
Year ended December 31, 1994.
2. Number of shares of Capital Stock, par value $.001 per share, which
had been registered under the Securities Act of 1933 other than
pursuant to the Rule but which remained unsold at the beginning of the
fiscal year for which this notice is filed:
<TABLE>
<CAPTION>
Class of Capital Stock Shares
---------------------- ------
<C> <C>
Government Portfolio 9,927,051
Federal Portfolio 13,968,446
Cash Portfolio -0-
Tax-Free Portfolio 32,788,489
</TABLE>
3. Number of shares of Capital Stock, par value $.001 per share,
registered during the fiscal year for which this notice is filed other
than pursuant to the Rule:
<TABLE>
<CAPTION>
Class of Capital Stock Shares
---------------------- ------
<C> <C>
Government Portfolio -0-
Federal Portfolio -0-
Cash Portfolio -0-
Tax-Free Portfolio -0-
</TABLE>
4. Number of shares of Capital Stock, par value $.001 per share, sold
during the fiscal year for which this notice is filed:*
<TABLE>
<CAPTION>
Class of Capital Stock Shares
---------------------- ------
<C> <C>
Government Portfolio 803,305,494
Federal Portfolio 49,187,822
Cash Portfolio 1,756,715,344
Tax-Free Portfolio 908,058,572
</TABLE>
* Pursuant to paragraph (c) of the Rule, $2,970.09 is enclosed which is
based upon the actual aggregate sale price for which the shares
reported hereunder were sold pursuant to the Rule reduced by the
actual aggregate redemption price of shares of the same class redeemed
during the fiscal year ended December 31, 1994, all as shown below:
<TABLE>
<CAPTION>
Actual Aggregate
Price of Shares
Actual Redeemed (and
Aggregate not previously
Price of credited for
Shares Sold reduction of
Class of Pursuant to registration
Capital Stock the Rule fee) Net Fee
- ---------------- -------- ---------------- ------------ -------
<C> <C> <C> <C> <C>
Government Portfolio 803,305,494 $(882,511,092) $(79,205,598)+ $-0-
Federal Portfolio 46,094,573 (46,094,573) -0-++ -0-
Cash Portfolio 1,756,715,344 (1,956,022,378) (199,307,034)+ -0-
Tax-Free Portfolio 875,270,083 (866,656,883) 8,613,200** 2,970.09
---------
$2,970.09
=========
<FN>
+ This number represents net redemptions for the fiscal year for which
this notice is filed, which redemptions are not being credited pursuant
to the Rule.
++ This class was actually in net sales for the fiscal year for which this
notice is filed but no fee is due because the aggregate sales price of
this class was reduced by $3,093,249 of the aggregate $13,968,446 sales
price of the class previously registered pursuant to Rule 24e-2.
** The aggregate sales price of this class was reduced by the aggregate
$32,788,489 sales price of the class previously registered pursuant to
Rule 24e-2.
</TABLE>
5. Number of shares of Capital Stock, par value $.001 per share, sold
during the fiscal year for which this notice is filed in reliance upon
registration pursuant to the Rule:
<TABLE>
<CAPTION>
Class of Capital Stock Shares
---------------------- ------
<C> <C>
Government Portfolio 803,305,494
Federal Portfolio 46,094,573
Cash Portfolio 1,756,715,344
Tax-Free Portfolio 875,270,083
</TABLE>
6. Requisite Opinion of Counsel pursuant to Rule 24f-2(b)(1) is included
herewith.
If you require any further information, please call the undersigned
at (212) 326-6659.
Very truly yours,
/s/Irene McC. Pelliconi
Irene McC. Pelliconi
Secretary
February 24, 1995
Scudder Institutional Fund, Inc.,
345 Park Avenue,
New York, New York 10154.
Dear Sirs:
In connection with the proposed filing of a notice pursuant to
Rule 24f-2 under the Investment Company Act of 1940 with respect to
3,481,385,494 shares (the "Shares") of Common Stock, par value $.001 per
share, of Scudder Institutional Fund, Inc., a Maryland corporation (the
"Company"), comprised of 803,305,494 shares of the Institutional Government
Portfolio, 46,094,573 shares of the Institutional Federal Portfolio,
1,756,715,344 shares of the Institutional Cash Portfolio and 875,270,083
shares of the Institutional Tax-Free Portfolio, we, as your counsel, have
examined such corporate records, certificates and other documents, and such
questions of law, as we have considered necessary or appropriate for the
purposes of this opinion.
Upon the basis of such examination, we advise you that, in our
opinion, the Shares were validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the General Corporation Law
of the State of Maryland, and we are expressing no opinion as to the effect
of the laws of any other jurisdiction.
We have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us
to be responsible.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission in connection with the Company's notice
referred to above. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of
the Securities Act of 1933.
Very truly yours,
/s/ Sullivan & Cromwell
