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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 30, 1997
FILE NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-2
[ ] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] PRE-EFFECTIVE AMENDMENT NO.
[ ] POST-EFFECTIVE AMENDMENT NO. __
AND/OR
[ ] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[ ] AMENDMENT NO.
THE DESSAUER GLOBAL EQUITY FUND
EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER
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5 BAY STATE COURT, P.O. BOX 1689 ORLEANS, MASSACHUSETTS 02653
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES (NUMBER, STREET, CITY, STATE, ZIP CODE)
(818) 795-0039
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
KRAMER, LEVIN, NAFTALIS & FRANKEL
SUSAN PENRY-WILLIAMS, ESQ. 919 THIRD AVENUE, NEW YORK, NEW YORK 10022
NAME AND ADDRESS OF AGENT FOR SERVICE (NUMBER, STREET, CITY, STATE, ZIP CODE)
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AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT
APPROXIMATE DATE OF PROPOSED OFFERING
If any securities being registered on this form will be offered on a delayed or
continuous basis in reliance on
Rule 415 under the Securities Act of 1933, other than securities offered in
connection with a dividend reinvestment plan, check the following box. [ ]
It is proposed that this filing will become effective (check appropriate box)
[ ] when declared effective pursuant to section 8(c)
If appropriate, check the following box:
[ ] This amendment designates a new effective date for a previously filed
registration Statement.
[X] This form is filed to register an additional securities for an offering
pursuant to Rule 462(b) under the Securities Act and the Securities Act
registration statement number of the earlier effective registration statement
for the same offering is 333-7543.
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
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TITLE OF SECURITIES AMOUNT BEING PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
BEING REGISTERED REGISTERED OFFERING PRICE PER UNIT AGGREGATE OFFERING PRICE REGISTRATION FEE
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Common Stock............... 6,037,500(1) $ 12.50 $75,468,750.00 $22,914.02(2)
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(1) 5,750,000 shares were registered pursuant to a previously filed registration
statement on Form N-2 (File 333-7543), which was declared effective under
the Securities Act on May 29, 1997. This Form N-2 filed pursuant to Rule
462(b) under the Securities Act registers an additional 287,500 shares.
(2) $21,825.00 was previously paid by the Registrant pursuant to the previously
filed registration statement on Form N-2 (333-7543). In connection with the
filing of this Form N-2, $1,089.02 was paid by the Registrant.
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INCORPORATION BY REFERENCE OF REGISTRATION ON FORM N-2, FILE NO. 333-7543
This Registration Statement is being filed by The Dessauer Global Equity
Fund (the "Registrant") pursuant to Rule 462(b) promulgated under the Securities
Act of 1933, as amended. The Registrant hereby incorporates by reference into
this Registration Statement the contents of the Registrant's Registration
Statement on Form N-2 and all amendments thereto (File No. 333-7543) declared
effective on May 29, 1997 by the Securities and Exchange Commission (the
"Commission") including each of the documents filed by the Registrant with the
Commission therein.
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto authorized, in the City of New York, and State of New
York, on the 29th day of May, 1997.
THE DESSAUER GLOBAL EQUITY FUND
By: /s/ THOMAS P. MCINTYRE
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Thomas P. McIntyre, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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* Trustee May 29, 1997
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John P. Dessauer
/s/ THOMAS P. MCINTYRE Trustee May 29, 1997
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Thomas P. McIntyre
* Trustee May 29, 1997
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James J. Atkinson, Jr.
* Trustee May 29, 1997
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Max A. Fischer
* Trustee May 29, 1997
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Ingrid R. Hendershot
* Trustee May 29, 1997
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Geoffrey O. Lubbock
* Trustee May 29, 1997
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Kevin Melich
* Trustee May 29, 1997
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J. Brooks Reece, Jr.
* /s/ SUSAN PENRY-WILLIAMS
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Attorney-in-fact
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C-5
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EXHIBIT INDEX
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EX-99.2L Opinion of Kramer, Levin, Naftalis & Frankel
EX-99.2N(1) Consent of Kramer, Levin, Naftalis & Frankel
EX-99.2N(2) Consent of Ernst & Young LLP
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Exhibit 99.2L
[KRAMER, LEVIN, NAFTALIS & FRANKEL LETTERHEAD]
May 29, 1997
The Dessauer Global Equity Fund
5 Bay State Court
Orleans, MA 02653
Re: The Dessauer Global Equity Fund
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Dear Ladies/Gentlemen:
We have acted as counsel for The Dessauer Global Equity Fund, a
Delaware business trust (the "Fund"), in connection with the proposed public
offering of shares of beneficial interest, $.01 par value (the "Shares") of the
Fund pursuant to a registration statement on Form N-2 (the "Registration
Statement"), filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and the Investment Company Act of 1940, as
amended.
We have reviewed the Fund's Certificate of Trust, its Delaware Trust
Instrument and its By-Laws, resolutions of the Board of Trustees of the Fund,
and the Registration Statement (including exhibits thereto). We have also made
such inquiries and have examined originals, certified copies or copies
otherwise identified to our satisfaction of such documents, records and other
instruments as we have deemed necessary or appropriate for the purposes of this
opinion. For purposes of such examination, we have assumed the genuineness of
all signatures on original documents and the conformity to the original
documents of all copies submitted.
Based upon and subject to the foregoing, we are of the opinion, and so
advise you as follows:
i. The Fund is duly organized and validly existing as a business
trust in good standing under the laws of the State of Delaware.
ii. The shares of the Fund to be offered for sale pursuant to the
Registration Statement are duly authorized and, when sold,
issued and paid for as contemplated by the Registration
Statement, will have been validly and legally issued and will be
fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
KRAMER, LEVIN, NAFTALIS & FRANKEL
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EXHIBIT 99.2N(1)
[KRAMER, LEVIN, NAFTALIS & FRANKEL LETTERHEAD]
May 29, 1997
The Dessauer Global Equity Fund
225 South Lake Avenue, Suite 777
Pasadena, California
Re: The Dessauer Global Equity Fund
(File No. 333- )
Gentlemen:
We hereby consent to the reference of our firm as Counsel in this
Registration Statement.
Very truly yours,
KRAMER, LEVIN, NAFTALIS & FRANKEL
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EXHIBIT 99.2N(2)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
filed pursuant to Rule 462(b) of the Securities Act of 1933 for The Dessauer
Global Equity Fund for the registration of 287,500 additional shares of its
common stock, of our report dated May 23, 1997 which is included in
Pre-Effective Amendment No. 2 to the Registration Statement (Form N-2 No.
333-7543) and the related prospectus of The Dessauer Global Equity Fund for the
registration of 5,750,000 shares of its common stock, and to the reference to
our firm under the caption "Accountants" in such prospectus.
ERNST & YOUNG LLP
Los Angeles, California
May 29, 1997
