May 31, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Scudder International Fund, a series
of Scudder International Fund, Inc. (Securities Act Registration
Statement File No. 2-14400) for Fiscal Year Ended March 31, 1995
Sir or Madam:
In accordance with the provisions of Rule 24f-2, Scudder International Fund (the
"Fund"), a series of Scudder International Fund, Inc. (the "Corporation") hereby
files its Rule 24f-2 Notice for the fiscal year ended March 31, 1995.
a) No shares of capital stock of the Fund 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 Fund were registered during the fiscal
year other than pursuant to Rule 24f-2.
c) 16,848,858 shares of capital stock of the Fund were sold during the
fiscal year.
d) 16,848,858 shares of capital stock of the Fund were sold during the
fiscal year in reliance upon the Corporation's declaration in its
registration statement which became effective December 1, 1980, 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 $18,704.53 is enclosed, which represents the registration fee. Such fee is
based on 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 Fund during the fiscal year, and
(2) The actual aggregate redemption price of such redeemed shares
previously applied by the Fund 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 $718,118,586
During Fiscal Year Pursuant to Rule 24f-2
Reduced by the Difference Between
1) Aggregate Redemption Price of Shares $663,875,447
Redeemed During the Fiscal Year
and,
2) Aggregate Redemption Price of Redeemed -0- $663,875,447
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
$ 54,243,139
============
</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
Ober, Kaler, Grimes & Shriver
A Professional Corporation
Attorneys at Law
120 East Baltimore Street
Baltimore, Maryland 21202-1643
(410) 685-1120
May 22, 1995
Scudder International Fund, Inc.
345 Park Place
New York, New York 10154
Gentlemen:
Scudder International Fund, Inc. ("Scudder") is a corporation organized
under the laws of the State of Maryland on June 23, 1975, having its principal
place of business in New York, New York.
We understand that, pursuant to Rule 24f-2 under the Investment Company Act
of 1940, Scudder registered an indefinite number of shares of its capital stock,
effective December 1, 1980.
We further understand that, pursuant to the provisions of Rule 24f-2, you
are about to file with the Securities and Exchange Commission a notice making
definite the registration of 16,848,858 shares of capital stock of Scudder's
International Fund Series (the "Shares") sold in reliance upon Rule 24f-2 during
the fiscal year ended March 31, 1995.
<PAGE>
Scudder International Fund, Inc.
May 22, 1995
Page 2
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of the Charter, By-Laws and records of corporate proceedings
of Scudder, and such additional documents, and we have obtained such other
certificates, affidavits and advices from officers of Scudder or from public
officials, as we have deemed necessary or appropriate for the purpose of this
opinion.
We are of the opinion that all of the Shares were legally and validly
issued, and are fully paid and non-assessable. The opinion expressed in the
preceding sentence is based upon the assumptions that the consideration received
by Scudder for each such Share was not less than its net asset value, determined
in accordance with the Charter, Bylaws and policies of the Board of Directors,
and that all of such Shares were issued on the basis set forth in Scudder's
registration statements filed with the Securities and Exchange Commission.
We express no opinion as to compliance with the Securities Act of 1933, the
Investment Company Act of 1940 or the securities laws of any state with respect
to the issuance of the Shares.
We consent to your filing this opinion with the Securities and Exchange
Commission in connection with the Rule 24f-2 Notice that you are about to file
pursuant to the Investment Company Act of 1940.
Sincerely yours,
/s/Ober, Kaler, Grimes & Shriver
a professional corporation
GWW/TSS
