February 24, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Scudder Portfolio Trust
for: Scudder Income Fund and Scudder Balanced Fund for Fiscal Year
Ended December 31, 1994 (Securities Act Registration Statement
File No. 2-13627)
Dear Sir/Madam:
In accordance with the provisions of Rule 24f-2, Scudder Portfolio
Trust (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 were 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) 13,171,484 shares of beneficial interest of the Trust were sold during
the fiscal year.
d) 13,171,484 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 February 2, 1981 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 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 $170,187,506
During Fiscal Year Pursuant to Rule 24f-2
Reduced by the Difference Between
1) Aggregate Redemption Price of Shares $183,245,753
Redeemed during the Fiscal Year
and,
2) Aggregate Redemption Price of Redeemed -0- $183,245,753
Shares Previously Applied by Fund Pursuant ------ ------------
to Rule 24e-2(a) in Filings made pursuant to
Section 24(e)(1) of Investment Company Act
of 1940
($ 13,058,247)
============
</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
----------- ---------------
Fund* Shares Amount Shares Amount
- - - - - ----- ------ ------ ------ ------
<C> <C> <C> <C> <C>
Scudder Balanced 1,976,188 $23,615,096 1,670,282 $19,948,276
Fund
Scudder Income Fund 11,195,296 $146,572,410 12,636,325 $163,297,477
TOTAL 13,171,484 $170,187,506 14,306,607 $183,245,753
</TABLE>
[FN]
* The above named Funds are series of the Trust.
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 Portfolio Trust
Two International Place
Boston, MA 02110
Re: Rule 24f-2 Notice
Gentlemen:
Scudder Portfolio Trust, formerly Scudder Income Fund, (the "Trust")
is a trust created under a written Declaration of Trust dated September 20,
1984, and executed and delivered in Boston, Massachusetts, which
Declaration has been subsequently amended by an Amended and Restated
Declaration of Trust dated November 3, 1987 (as further amended, the
"Declaration of Trust"). The beneficial interest thereunder is represented
by transferable shares with a par value of $.01 per share (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 instrument dated October 13, 1992, the Trustees divided the Shares
into two series: Scudder Income Fund and Scudder Balanced Fund.
By votes adopted on November 9, 1993 and November 8, 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, 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 13,171,484 Shares of the Trust 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 13,171,484 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
