August 21, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Scudder Gold Fund, Inc., a series of Scudder
Mutual Funds, Inc. (Securities Act Registration Statement File No.
33-22059) for Fiscal Year Ended June 30, 1995
Dear Sir/Madam:
In accordance with the provisions of Rule 24f-2, Scudder Gold Fund, Inc. (the
"Fund"), a series of Scudder Mutual Funds, Inc. (the "Corporation") hereby files
its Rule 24f-2 Notice for the fiscal year ended June 30, 1995.
a) No shares of capital stock of the Corporation 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 capital stock of the Corporation were registered during the
year other than pursuant to Rule 24f-2.
c) 11,733,937 shares of capital stock of the Corporation were sold during
the fiscal year.
d) 11,733,937 shares of capital stock of the Corporation were sold during
the fiscal year in reliance upon the Corporation's declaration in its
registration statement which became effective March 18, 1988, 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 was reduced by the difference between:
(1) The actual aggregate redemption price of the shares redeemed by the
Corporation during the fiscal year, and
(2) The actual aggregate redemption price of such redeemed shares
previously applied by the Corporation pursuant to Rule 24e-2(a) in
filings made pursuant to Section 24(e)(1) of the Investment Company
Act of 1940.
<PAGE>
Aggregate Sale Price For All Shares Sold $143,035,136
During Fiscal Year Pursuant to Rule 24f-2
Reduced by the Difference Between
1) Aggregate Redemption Price of Shares $153,550,282
Redeemed during the fiscal year
and,
2) Aggregate Redemption Price of Redeemed -0- $153,550,282
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
$(10,515,146)
=============
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
WILLKIE FARR & GALLAGHER
August 22, 1995
Scudder Mutual Funds, Inc.
Two International Place
Boston, MA 02110
Re: Rule 24f-2 Notice for
Scudder Mutual Funds, Inc.
(Securities Act Registration Statement
File No. 33-22059 (the "Registration Statement"))
-------------------------------------------------
Dear Ladies and Gentlemen:
You have requested that we, as counsel to Scudder Mutual Funds, Inc. (the
"Fund"), render an opinion in connection with the filing by the Fund of a notice
required by Rule 24f-2 under the Investment Company Act of 1940, as amended (the
"Notice"), for the Fund's fiscal year ended June 30, 1995. Paragraph (c) of the
Notice states that during the fiscal year ended June 30, 1995, the Fund sold a
total of 11,733,937 shares of common stock of the Fund, 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 11,733,937, for an actual aggregate sales price of
$143,035,136. The Notice further states that during the fiscal year, the actual
aggregate redemption price of Shares redeemed by the Fund was $153,550,282 and
the difference between the aggregate sales price and the aggregate redemption
price was $(10,515,146).
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 Fund, submitted to us
<PAGE>
August 22, 1995
Page 2
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.
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 June 30, 1995 were sold
in accordance with the terms of the Fund'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 Fund.
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
