Exhibit (i)
December 29, 2000
Scudder International Fund, Inc.
345 Park Avenue
New York, New York 10154
Ladies and Gentlemen:
We have acted as special Maryland counsel to Global/International Fund,
Inc. (the "Company"), a corporation organized under the laws of the State of
Maryland on May 15, 1986. The Company is authorized to issue 1,559,993,796
shares of capital stock, $0.01 par value per share (each a "Share" and
collectively, the "Shares"). The Shares have been classified into the following
four series: the Emerging Markets Income Fund, consisting of 320,000,000 Shares;
the Global Bond Fund, consisting of 529,154,575 Shares; the Global Fund,
consisting of 320,000,000 Shares; and the Global Discovery Fund, consisting of
200,000,000 Shares.
The Global Fund is further classified into five classes of Shares as
follows: 100,000,000 Class S Shares, 100,000,000 Class AARP Shares, 50,000,000
Class A Shares, 50,000,000 Class B Shares and 20,000,000 Class C Shares.
We understand that you are about to file with the Securities and
Exchange Commission, on Form N-1A, Post Effective Amendment No. 48 to the
Company's Registration Statement under the Securities Act of 1933, as amended
(the "Securities Act"), and Amendment No. 51 to the Company's Registration
Statement under the Investment Company Act of 1940, as amended (the "Investment
Company Act") (collectively, the "Registration Statement"), in connection with
the continuous offering on or about and after December 29, 2000 of the Class S
Shares, the Class AARP Shares, the Class A Shares, the Class B Shares and the
Class C Shares of the Global Fund. We understand that our opinion is required to
be filed as an exhibit to the Registration Statement.
In rendering the opinions set forth below, we have examined originals
or copies, certified or otherwise identified to our satisfaction, of the
following documents:
(i) the Registration Statement;
(ii) the Charter and Bylaws of the Company;
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Global/International Fund, Inc.
December 27, 2000
Page 2
(iii) a certificate of the Company regarding certain matters in
connection with this opinion (the "Certificate");
(iv) a certificate of the Maryland State Department of Assessments and
Taxation dated December 19, 2000 to the effect that the Company is duly
incorporated and existing under the laws of the State of Maryland and is in good
standing and duly authorized to transact business in the State of Maryland (the
"Good Standing Certificate"); and
(v) such other documents and matters as we have deemed necessary and
appropriate to render this opinion, subject to the limitations, assumptions, and
qualifications contained herein.
As to any facts or questions of fact material to the opinions expressed
herein, we have relied exclusively upon the aforesaid documents and
certificates, and representations and declarations of the officers or other
representatives of the Company. We have made no independent investigation
whatsoever as to such factual matters.
In reaching the opinions set forth below, we have assumed, without
independent investigation or inquiry, that:
(a) all documents submitted to us as originals are authentic; all
documents submitted to us as certified or photostatic copies conform to the
original documents; all signatures on all documents submitted to us for
examination are genuine; and all documents and public records reviewed are
accurate and complete;
(b) all representations, warranties, certifications and statements with
respect to matters of fact and other factual information (i) made by public
officers or (ii) made by officers or representatives of the Company, including
certifications made in the Certificate, are accurate, true, correct and complete
in all material respects; and
(c) at no time prior to and including the date when all of the Class S
Shares, Class AARP Shares, Class A Shares, Class B Shares and Class C Shares of
the Global Fund are issued will (i) the Company's Charter, Bylaws or the
existing corporate authorization to issue such Shares be amended, repealed or
revoked; (ii) the total number of the issued Shares exceed 1,559,993,796; (iii)
the total number of the issued Shares of each series of the Company exceed the
authorized number of Shares of each such series; or (iv) the total number of
issued Shares of each class of any series of the Company exceed the authorized
number of Shares of each such class.
Based on our review of the foregoing and subject to the assumptions and
qualifications set forth herein, it is our opinion that, as of the date of this
letter:
1. The Company is a corporation duly organized, validly existing and,
based solely on the Good Standing Certificate, in good standing under the laws
of the State of Maryland.
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2. The issuance and sale of each of the Class S Shares, Class AARP
Shares, Class A Shares, Class B Shares and Class C Shares pursuant to the
Registration Statement has been duly and validly authorized by all necessary
corporate action on the part of the Company.
3. The Class S Shares, the Class AARP Shares, the Class A Shares, the
Class B Shares and the Class C Shares, when issued and sold by the Company for
cash consideration pursuant to and in the manner contemplated by the
Registration Statement, will be legally and validly issued, fully paid and
non-assessable.
In addition to the qualifications set forth above, the opinions set
forth herein are also subject to the following qualifications:
We express no opinion as to compliance with the Securities Act, the
Investment Company Act or the securities laws of any state with respect to the
issuance of Shares of the Company. The opinions expressed herein concern only
the effect of the laws (excluding the principles of conflict of laws) of the
State of Maryland as currently in effect. We assume no obligation to supplement
this opinion if any applicable laws change after the date hereof, or if we
become aware of any facts that might change the opinions expressed herein after
the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. 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
Act.
Sincerely yours,
/s/ Ober, Kaler, Grimes & Shriver,
a Professional Corporation
