As filed with the Securities and Exchange Commission
on March 29, 2000
Securities Act File No. 333-31844
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /___ /
Pre-Effective Amendment No. / 1 / Post-Effective Amendment No. /____/
GLOBAL/INTERNATIONAL FUND, INC.
(Exact Name of Registrant as Specified in Charter)
345 Park Avenue, New York, New York 10154
(Address of Principal Executive Offices) (Zip Code)
John Millette
Scudder Kemper Investments, Inc
Two International Place
Boston, MA 02110-4103
(Name and Address of Agent for Service)
(617) 295-1000
(Registrant's Area Code and Telephone Number)
with copies to:
Caroline Pearson, Esq. Sheldon A. Jones, Esq.
Scudder Kemper Investments, Inc. Dechert Price & Rhoads
Two International Place Ten Post Office Square - South
Boston, MA 02110-4103 Boston, MA 02109-4603
Approximate Date of Proposed Public Offering:
As soon as practicable after this Registration Statement is declared effective.
Title of Securities Being Registered:
Capital Stock ($.01 par value)
of Scudder Global Bond Fund, a series of the Registrant
<PAGE>
No filing fee is required because the Registrant has previously registered an
indefinite number of its shares under the Securities Act of 1933, as amended,
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended.
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
Part A: Information required in the Proxy Statement/Prospectus is incorporated
by reference to Part A of the Registrant's Registration Statement on Form N-14
filed with the Commission on March 6, 2000.
Part B: Statement of Additional Information is incorporated by reference to Part
B of the Registrant's Registration Statement on Form N-14 filed with the
Commission on March 6, 2000.
<PAGE>
PART C. OTHER INFORMATION
Item 15. Indemnification.
A policy of insurance covering Scudder Kemper Investments,
Inc., its subsidiaries including Scudder Investor Services,
Inc., and all of the registered investment companies advised
by Scudder Kemper Investments, Inc. insures the Registrant's
Directors and officers and others against liability arising by
reason of an alleged breach of duty caused by any negligent
error or accidental omission in the scope of their duties.
Article Tenth of Registrant's Articles of Incorporation state as
follows:
TENTH: Liability and Indemnification
To the fullest extent permitted by the Maryland General Corporation Law
and the Investment Company Act of 1940, no director or officer of the
Corporation shall be liable to the Corporation or to its stockholders for
damages. This limitation on liability applies to events occurring at the time a
person serves as a director or officer of the Corporation, whether or not such
person is a director or officer at the time of any proceeding in which liability
is asserted. No amendment to these Articles of Amendment and Restatement or
repeal of any of its provisions shall limit or eliminate the benefits provided
to directors and officers under this provision with respect to any act or
omission which occurred prior to such amendment or repeal.
The Corporation, including its successors and assigns, shall indemnify
its directors and officers and make advance payment of related expenses to the
fullest extent permitted, and in accordance with the procedures required by
Maryland law, including Section 2-418 of the Maryland General Corporation Law,
as may be amended from time to time, and the Investment Company Act of 1940. The
By-laws may provide that the Corporation shall indemnify its employees and/or
agents in any manner and within such limits as permitted by applicable law. Such
indemnification shall be in addition to any other right or claim to which any
director, officer, employee or agent may otherwise be entitled.
The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or is or was serving at the request of the Corporation as a director, officer,
partner, trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise or employee benefit plan
against any liability asserted against and incurred by such person in any such
capacity or arising out of such person's position, whether or not the
Corporation would have had the power to indemnify against such liability.
The rights provided to any person by this Article shall be enforceable
against the Corporation by such person who shall be presumed to have relied upon
such rights in serving or continuing to serve in the capacities indicated
herein. No amendment of these Articles of Amendment and Restatement shall impair
the rights of any person arising at any time with respect to events occurring
prior to such amendment.
Nothing in these Articles of Amendment and Restatement shall be deemed
to (i) require a waiver of compliance with any provision of the Securities Act
of 1933, as amended, or the Investment Company Act of 1940, as amended, or of
any valid rule, regulation or order of the Securities and Exchange Commission
under those Acts or (ii) protect any director or officer of the Corporation
against any liability to the Corporation or its stockholders to which he would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of his or her duties or by reason of his or her
reckless disregard of his or her obligations and duties hereunder.
Item 16. Exhibits:
1. (a)(1) Articles of Amendment and Restatement, dated December
13, 1990, is incorporated by reference to Post-Effective
Amendment No. 8 to the Registration Statement of
Global/International Fund, Inc. on Form N-1A, as amended
(the "Registration Statement")
(a)(2) Articles of Amendment, dated December 29, 1997, is
incorporated by reference to Post-Effective Amendment No. 34
to the Registration Statement.
(a)(3) Articles of Amendment, dated May 29, 1998, is incorporated
by reference to Post-Effective Amendment No. 34 to the
Registration Statement.
(a)(4) Articles Supplementary, dated February 14, 1991, is
incorporated by reference to Post-Effective Amendment No. 9
to the Registration Statement.
(a)(5) Articles Supplementary, dated July 11, 1991, is
incorporated by reference to Post-Effective Amendment No. 12
to the Registration Statement.
(a)(6) Articles Supplementary, dated November 24, 1992, is
incorporated by reference to Post-Effective Amendment No. 18
to the Registration Statement.
(a)(7) Articles Supplementary, dated October 20, 1993, is
incorporated by reference to Post-Effective Amendment No. 19
to the Registration Statement.
(a)(8) Articles Supplementary, dated December 14, 1995, is
incorporated by reference to Post-Effective Amendment No. 26
to the Registration Statement.
(a)(9) Articles Supplementary, dated March 6, 1996, is
incorporated by reference to Post-Effective Amendment No. 28
to the Registration Statement.
(a)(10) Articles Supplementary, dated April 15, 1998 is
incorporated by reference to Post-Effective Amendment No. 34
to the Registration Statement.
2. (b)(1) By-Laws, dated May 15, 1986, are incorporated by reference
to the original Registration Statement.
(b)(2) Amendment, dated May 4, 1987, to the By-Laws is
incorporated by reference to Post-Effective Amendment No. 2
to the Registration Statement.
(b)(3) Amendment to the By-Laws, dated September 14, 1987, is
incorporated by reference to Post-Effective Amendment No. 5
to the Registration Statement.
(b)(4) Amendment to the By-Laws, dated July 27, 1988, is
incorporated by reference to Post-Effective Amendment No. 5
to the Registration Statement.
(b)(5) Amendment to the By-Laws, dated September 15, 1989, is
incorporated by reference to Post-Effective Amendment No. 7
to the Registration Statement.
(b)(6) Amended and Restated By-Laws, dated March 4, 1991, are
incorporated by reference to Post-Effective Amendment No. 12
to the Registration Statement.
(b)(7) Amendment to the By-Laws, dated September 20, 1991, is
incorporated by reference to Post-Effective Amendment No. 15
to the Registration Statement.
(b)(8) Amendment to the By-Laws, dated December 12, 1991, is
incorporated by reference to Post-Effective Amendment No. 23
to the Registration Statement.
(b)(9) Amendment to the By-Laws, dated October 1, 1996, is
incorporated by reference to Post-Effective Amendment No. 27
to the Registration Statement.
(b)(10) Amendment to the By-Laws, dated December 3, 1997, is
incorporated by reference to Post-Effective Amendment No. 34
to the Registration Statement.
3. Inapplicable.
4. Agreement and Plan of Reorganization is incorporated by
reference to Exhibit A to Part A of the Registrant's
Registration Statement on Form N-14 filed with the
Securities and Exchange Commission on March 6, 2000.
5. (e)(1) Specimen Share Certificate representing shares of
capital stock of $.01 par value of Scudder Global Fund is
incorporated by reference to Post-Effective Amendment No. 6
to the Registration Statement.
(e)(2) Specimen Share Certificate representing shares of capital
stock of $.01 par value of Scudder International Bond Fund
is incorporated by reference to Post-Effective Amendment No.
6 to the Registration Statement.
6. (f)(1) Investment Management Agreement between the
Registrant (on behalf of Scudder Global Fund) and Scudder
Kemper Investments, Inc. dated September 7, 1998 is
incorporated by reference to Post-Effective Amendment No. 36
to the Registration Statement.
(f)(2) Investment Management Agreement between the Registrant (on
behalf of Scudder International Bond Fund) and Scudder
Kemper Investments, Inc., dated September 7, 1998, is
incorporated by reference to Post-Effective Amendment No. 36
to the Registration Statement.
(f)(3) Investment Management Agreement between the Registrant (on
behalf of Scudder Global Bond Fund) and Scudder Kemper
Investments, Inc., dated September 7, 1998, is incorporated
by reference to Post-Effective Amendment No. 36 to the
Registration Statement.
(f)(4) Investment Management Agreement between the Registrant (on
behalf of Scudder Global Discovery Fund) and Scudder Kemper
Investments, Inc., dated September 7, 1998, is incorporated
by reference to Post Effective Amendment No. 36 to the
Registration Statement.
(f)(5) Investment Management Agreement between the Registrant (on
behalf of Scudder Emerging Markets Income Fund) and Scudder
Kemper Investments, Inc., dated September 7, 1998 is
incorporated by reference to Post-Effective Amendment No. 36
to the Registration Statement.
7. (g)(1) Underwriting Agreement between the Registrant and
Scudder Investor Services, Inc., dated September 7, 1998, is
incorporated by reference to Post-Effective Amendment No. 36
to the Registration Statement.
(g)(2) Underwriting and Distribution Services Agreement between the
Registrant (on behalf of Global Discovery Fund) and Kemper
Distributors, Inc., dated August 6, 1998 incorporated by
reference to Post Effective Amendment 36 to the Registration
Statement.
(g)(3) Underwriting and Distribution Services Agreement between the
Registrant, (on behalf of Global Discovery Fund) and Kemper
Distributors, Inc., dated September 7, 1998, is incorporated
by reference to Post Effective Amendment No. 37 to the
Registration Statement.
8. Inapplicable.
9. (i)(1) Custodian Agreement between the Registrant and State
Street Bank and Trust Company, dated July 24, 1986, is
incorporated by reference to Post-Effective Amendment No. 1
to the Registration Statement.
(i)(2) Fee schedule for Exhibit (g)(1) is incorporated by reference
to Post-Effective Amendment No. 4 to the Registration
Statement.
(i)(3) Custodian Agreement between the Registrant (on behalf of
Scudder International Bond Fund) and Brown Brothers Harriman
& Co., dated July 1, 1988, is incorporated by reference to
Post-Effective Amendment No. 5 to the Registration
Statement.
(i)(4) Fee schedule for Exhibit 8(g)(3) is incorporated by
reference to Post-Effective Amendment No. 5 to the
Registration Statement.
(i)(5) Amendment, dated September 16, 1988, to the Custodian
Contract between the Registrant and State Street Bank and
Trust Company dated July 24, 1986 is Incorporated by
reference to Post-Effective Amendment No. 6 to the
Registration Statement.
(i)(6) Amendment, dated December 7, 1988, to the Custodian Contract
between the Registrant and State Street Bank and Trust
Company dated July 24, 1986 is incorporated by reference to
Post-Effective Amendment No. 6 to the Registration
Statement.
(i)(7) Amendment, dated November 30, 1990, to the Custodian
Contract between the Registrant and State Street Bank and
Trust Company, dated July 24, 1986, is incorporated by
reference to Post-Effective Amendment No. 10 to the
Registration Statement.
(i)(8) Custodian Agreement between the Registrant (on behalf of
Scudder Short Term Global Income Fund) and Brown Brothers
Harriman & Co., dated February 28, 1991, is incorporated by
reference to Post-Effective Amendment No. 15 to the
Registration Statement.
(i)(9) Custodian Agreement between the Registrant (on behalf of
Scudder Global Small Company Fund) and Brown Brothers
Harriman & Co., dated August 30, 1991, is incorporated by
reference to Post-Effective Amendment No. 16 to the
Registration Statement.
(i)(10) Custodian Agreement between the Registrant (on behalf of
Scudder Emerging Markets Income Fund) and Brown Brothers
Harriman & Co., dated December 31, 1993, is incorporated by
reference to Post-Effective Amendment No. 23 to the
Registration Statement.
(i)(11) Amendment (on behalf of Scudder Global Fund) dated October
3, 1995 to the Custodian Agreement between the Registrant
and Brown Brothers Harriman & Co., dated March 7, 1995, is
incorporated by reference to Post-Effective Amendment No. 24
to the Registration Statement.
(i)(12) Amendment, dated September 29, 1997, to the Custodian
Contract between the Registrant and Brown Brothers Harriman
& Co. dated, March 7, 1995, is incorporated by reference to
Post-Effective Amendment No. 32 to the Registration
Statement.
(i)(13) Amendment (on behalf of Scudder International Bond Fund),
dated April 16, 1998, to the Custodian Agreement between the
Registrant and Brown Brothers Harriman & Co., dated March 7,
1995, is incorporated by reference to Post-Effective
Amendment No. 34 to the Registration Statement.
(i)(14) Amendment (on behalf of Scudder Global Discovery Fund),
dated April 16, 1998, to the Custodian Agreement between the
Registrant and Brown Brothers Harriman & Co., dated March 7,
1998, is incorporated by reference to Post-Effective
Amendment No. 34 to the Registration Statement.
(i)(15) Amendment (on behalf of Scudder Emerging Markets Income
Fund), dated June 17, 1998, to the Custodian Agreement
between the Registrant and Brown Brothers Harriman & Co.,
dated March 7, 1995, is incorporated by reference to
Post-Effective Amendment No. 34 to the Registration
Statement.
10. (j)(1) Amended and Restated Rule 12b-1 Plan for Global
Discovery Fund Class B Shares, dated August 6, 1998, is
incorporated by reference to Post Effective Amendment No. 36
to the Registration Statement.
(j)(2) Amended and Restated Rule 12b-1 Plan for Global Discovery
Fund Class C Shares dated August 6, 1998 is incorporated by
reference to Post Effective Amendment No. 36 to the
Registration Statement.
(j)(3) Mutual Funds Multi-Distribution System Plan pursuant to Rule
18f-3 is incorporated by reference to Post-Effective
Amendment No. 33 to the Registration Statement.
(j)(4) Global/International Fund, Inc. Plan with respect to Scudder
Global Bond Fund pursuant to rule 18f-3 under the Investment
Company Act of 1940 dated March 14, 2000, filed herewith.
11. Opinion and consent of Dechert Price & Rhoads is
incorporated by reference to Exhibit 11 to the Registrant's
Registration Statement on Form N-14 filed with the
Securities and Exchange Commission on March 6, 2000.
12. Opinion and consent of Willkie Farr & Gallagher to be filed
by post-effective amendment.
13. (m)(1) Transfer Agency and Service Agreement between the
Registrant and Scudder Service Corporation, dated October 2,
1989, is incorporated by reference to Post-Effective
Amendment No. 7 to the Registration Statement.
(m)(2) Revised fee schedule dated October 1, 1996 for Exhibit
9(a)(1) is incorporated by reference to Post-Effective
Amendment No. 28 to the Registration Statement.
(m)(3) Agency agreement between the Registrant, (on behalf of
Global Discovery Fund) and Kemper Service Company ,dated
April 16,1998, is incorporated by reference to
Post-Effective Amendment No. 35 to the Registration
Statement.
(m)(4) COMPASS Service Agreement between Scudder Trust Company and
the Registrant, dated October 1, 1995, is incorporated by
reference to Post-Effective Amendment No. 26 to the
Registration Statement.
(m)(5) Revised fee schedule, dated October 1, 1996, for Exhibit
9(b)(4) is incorporated by reference to Post-Effective
Amendment No. 28 to the Registration Statement.
(m)(6) Shareholder Services Agreement with Charles Schwab & Co.,
Inc., dated June 1, 1990, is incorporated by reference to
Post-Effective Amendment No. 7 to the Registration
Statement.
(m)(7) Service Agreement between Copeland Associates, Inc. and
Scudder Service Corporation (on behalf of Scudder Global
Fund and Scudder Global Small Company Fund), dated June 8,
1995, is incorporated by reference to Post-Effective
Amendment No. 24 to the Registration Statement.
(m)(8) Administrative Services Agreement between McGladvey &
Pullen, Inc. and the Registrant ,dated September 30, 1995,
is incorporated by reference to Post-Effective Amendment No.
26 to the Registration Statement.
(m)(9) Administrative Services Agreement between the Registrant (on
behalf of Global Discovery Fund) and Kemper Distributors,
Inc., dated April 16, 1998, is incorporated by reference to
Post-Effective Amendment No. 34 to the Registration
Statement.
(m)(10) Fund Accounting Services Agreement between the Registrant
(on behalf of Scudder Global Fund) and Scudder Fund
Accounting Corporation, dated March 14, 1995, is
incorporated by reference to Post-Effective Amendment No. 24
to the Registration Statement.
(m)(11) Fund Accounting Services Agreement between the Registrant
(on behalf of Scudder International Bond Fund) and Scudder
Fund Accounting Corporation, dated August 3, 1995, is
incorporated by reference to Post-Effective Amendment No. 25
to the Registration Statement.
(m)(12) Fund Accounting Services Agreement between the Registrant
(on behalf of Scudder Global Small Company Fund) and Scudder
Fund Accounting Corporation, dated June 15, 1995, is
incorporated by reference to Post-Effective Amendment No. 25
to the Registration Statement.
(m)(13) Fund Accounting Services Agreement between the Registrant
(on behalf of Scudder Global Bond Fund (formerly Scudder
Short Term Global Income Fund)) and Scudder Fund Accounting
Corporation, dated November 29, 1995, is incorporated by to
Post-Effective Amendment No. 26 to the Registration
Statement.
(m)(14) Fund Accounting Services Agreement between the Registrant
(on behalf of Scudder Emerging Markets Income Fund) and
Scudder Fund Accounting Corporation, dated February 1, 1996,
is incorporated by reference to Post-Effective Amendment No.
27 to the Registration Statement.
14. Consents of PricewaterhouseCoopers LLP are incorporated by
reference to Exhibit 14 to the Registrant's Registration
Statement on Form N-14 filed with the Securities and
Exchange Commission on March 6, 2000.
15. Inapplicable.
16. Powers of attorney are incorporated by reference to Exhibit
16 to the Registrant's Registration Statement on Form N-14
filed with the Securities and Exchange Commission on March
6, 2000.
17. Revised Form of Proxy filed herein.
Item 17. Undertakings.
(1) The undersigned registrant agrees that prior to any public reoffering
of the securities registered through the use of a prospectus which is
a part of this registration statement by any person or party who is
deemed to be an underwriter within the meaning of Rule 145(c) of the
Securities Act [17 CFR 230.145c], the reoffering prospectus will
contain the information called for by the applicable registration form
for C-8 350 reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of the
applicable form.
(2) The undersigned registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as a part of an amendment to
the registration statement and will not be used until the amendment is
effective, and that, in determining any liability under the 1933 Act,
each post-effective amendment shall be deemed to be a new registration
statement for the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona fide
offering of them.
(3) The undersigned registrant undertakes to file, by post-effective
amendment, an opinion of counsel supporting the tax consequences of
the proposed reorganization within a reasonable time after receipt of
such opinion.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, Global/International Fund, Inc. has duly caused this
Registration Statement on Form N-14 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston and the
Commonwealth of Massachusetts on the 29th day of March, 2000.
GLOBAL/INTERNATIONAL FUND, INC.
By: /s/ Nicholas Bratt
Title: President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form N-14 has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Nicholas Bratt President March 29, 2000
- ------------------
Nicholas Bratt
/s/ Sheryle J. Bolton* Director March 29, 2000
- ----------------------
Sheryle J. Bolton
/s/ William T. Burgin* Director March 29, 2000
- ----------------------
William T. Burgin
/s/ Keith R. Fox* Director March 29, 2000
- -----------------
Keith R. Fox
/s/ William H. Luers* Director March 29, 2000
- ---------------------
William H. Luers
/s/ Kathryn L. Quirk* Director, Vice President and March 29, 2000
- --------------------- Assistant Secretary
Kathryn L. Quirk
/s/ Joan E. Spero* Director March 29, 2000
- ------------------
Joan E. Spero
/s/ John R. Hebble Treasurer (Principal Financial March 29, 2000
- ------------------ and Accounting Officer)
John R. Hebble
*By: /s/ Sheldon A. Jones March 29, 2000
--------------------
Sheldon A. Jones
Attorney-in-fact
*Executed pursuant to powers of attorney filed with the Registrant's
Registration Statement on Form N-14 as filed with the Commission electronically
on March 6, 2000.
EXHIBIT 10(j)(4)
GLOBAL/INTERNATIONAL FUND, INC.
(the "Fund")
PLAN WITH RESPECT TO
SCUDDER GLOBAL BOND FUND
PURSUANT TO RULE 18f-3
under the
INVESTMENT COMPANY ACT OF 1940
The Plan
I. Introduction
As required by Rule 18f-3 under the Investment Company Act of 1940, as
amended ("1940 Act"), this Plan describes the multi-class system for the Fund
that will apply to shares of beneficial interest, $0.01 par value per share (the
"shares"), of Scudder Global Bond Fund (the "Series"), including the separate
class arrangements for shareholder and administrative services and the
distribution of shares, the method for allocating expenses, income, gain and
loss of the Fund among classes and any related exchange privileges and
conversion features applicable to the classes.
Upon the effective date of this Plan, the Fund elects to offer multiple
classes of shares of the Series, as described herein, pursuant to Rule 18f-3 and
this Plan.
II. The Multi-Class System
The Series may offer two classes of shares, Class S shares and AARP
shares. Shares of each class of the Series shall represent an equal pro rata
interest in the Series and, generally, shall have identical voting, dividend,
liquidation, and other rights, preferences, powers, restrictions, limitations,
qualifications and terms and conditions, except that: (a) each class shall have
a different designation; (b) each class of shares shall bear any Class Expenses,
as defined by Section A.2, below; (c) each class shall have exclusive voting
rights on any matter submitted to shareholders that relates solely to its
shareholder services, administrative services or distribution arrangements; (d)
each class shall have separate voting rights on any matter submitted to
shareholders in which the interests of one class differ from the interests of
any other class; (e) each class may have separate exchange privileges; (f) each
class of shares may have separate account size requirements; and (g) each class
may have different conversion features. In addition, the following provisions
shall apply to the classes authorized hereby.
A. Allocation of Income and Expenses
1. General.
The gross income, realized and unrealized capital gains and
losses and expenses (other than Class Expenses, as defined below) of the Series
shall be allocated to each share of the Series, on the basis of its net asset
value relative to the net asset value of the Series. Expenses to be so allocated
include a portion of the expenses of the Fund that are not attributable to the
Series, any class of the Series or any other series of the Fund ("Fund
Expenses"), and expenses of the Series not attributable to a particular class of
the Series ("Series Expenses"). Fund Expenses include, but are not limited to,
Directors' fees, certain insurance costs and certain legal fees. Series Expenses
include, but are not limited to, certain filing fees (i.e. state filing fees
imposed on a Fund-wide basis and Securities and Exchange Commission registration
fees), custodial fees, advisory fees and other expenses relating to the
management of the Series' assets.
2. Class Expenses.
Expenses attributable to one or more particular classes, which
are allocated on the basis of the amount incurred on behalf of each class
("Class Expenses") may include: (a) transfer agent fees attributable to a
specific class, (b) printing and postage expenses related to preparing and
distributing material such as shareholder reports, prospectuses and proxy
materials to current Fund shareholders; (c) registration fees (other than those
set forth in subsection A.l above); (d) the expense of administrative personnel
and services as required to support the shareholders of a specific class; (e)
litigation or other legal expenses and audit or other accounting expenses
relating to a specific class; (f) Directors' fees incurred as a result of issues
relating to a specific class; and (g) shareholder or Directors' meeting costs
that relate to a specific class. All expenses described in this paragraph may be
allocated as Class Expenses, but only if the Fund's President and Treasurer have
determined, subject to the Board of Directors' approval or ratification, which
of such categories of expenses will be treated as Class Expenses, consistent
with applicable legal principles under the 1940 Act and the Internal Revenue
Code of 1986, as amended ("Code").
In the event that a particular expense is no longer reasonably
allocable by class or to a particular class, it shall be treated as a Fund
Expense or Series Expense, and in the event a Fund Expense or Series Expense
becomes allocable at a different level, including as a Class Expense, it shall
be so allocated, subject to compliance with Rule 18f-3 and to approval or
ratification by the Board of Directors.
The initial determination of expenses that will be allocated
as Class Expenses and any subsequent changes thereto shall be reviewed by the
Board of Directors and approved by such Board and by a majority of the Directors
who are not "interested persons" of the Fund or Series, as defined in the 1940
Act (the "Independent Directors"). Such expense allocation shall be set forth in
a schedule, as amended from time to time, by the Board of Directors, including a
majority of the Independent Directors, and shall form a part of this plan.
3. Waivers or Reimbursements of Expenses
Expenses may be waived or reimbursed by the Fund's investment
adviser, its principal underwriter, or any other provider of services to the
Series or the Fund without the prior approval of the Board of Directors to the
extent such waiver or reimbursement does not jeopardize the Fund's status as a
"regulated investment company" under the Code.
B. Exchange Privileges
Shareholders of the Series may exchange shares of their class for
shares of a similar class of another fund in the Scudder family, at the relative
net asset values of the respective shares to be exchanged and with no sales
charge, subject to applicable law, and to the applicable requirements, if any,
as to minimum amount.
C. Conversion Privileges
Upon the direction of a holder of Class S shares or Class AARP shares
of the Series, such shares will be converted to AARP shares or Class S shares of
the Series, respectively, at the relative net asset values of the two classes.
Any conversion of shares of one Class to shares of another Class is subject to
the continuing availability of a ruling of the Internal Revenue Service or an
opinion of counsel to the effect that the conversion of shares should constitute
a taxable event under federal income tax law. Any such conversion may be
suspended if such a ruling or opinion is no longer available.
D. Board Review
1. Initial Approval
The Board of Directors, including a majority of the
Independent Directors, at a meeting held March 14, 2000, approved the Plan based
on a determination that the Plan, including the expense allocation, is in the
best interests of each class individually and of the Series and the Fund. Their
determination was based on their review of information furnished to them which
they deemed reasonably necessary and sufficient to evaluate the Plan.
2. Approval of Amendments
The Plan may not be amended materially unless the Board of
Directors, including a majority of the Independent Directors, has found that the
proposed amendment, including any proposed related expense allocation, is in the
best interests of each class individually and of the Series and the Fund. Such
finding shall be based on information requested by, and furnished to, the Board
that the Board deems reasonably necessary to evaluate the proposed amendment.
3. Periodic Review
The Board shall review reports of expense allocations and such
other information as they request at such times, or pursuant to such schedule,
as they may determine is consistent with applicable legal requirements.
E. Contracts
Any Agreement related to the multi-class system shall require the
parties thereto to furnish to the Board of Directors, upon their request, such
information as is reasonably necessary to permit the Directors to evaluate the
plan or any proposed amendment.
F. Effective Date
The Plan, having been reviewed and approved by the Board of Directors
and by a majority of the Independent Directors as indicated in subsection C.l of
Section II of the Plan, shall take effect as of the implementation of the
multi-class system, except that allocation of Class Expenses shall not occur
until the effective date of the Fund's post-effective amendment to its
registration statement containing disclosure concerning the multi-class system.
G. Amendments
The Plan may not be amended to modify materially its terms unless such
amendment has been approved in the manner specified in subsection C.2 of Section
II of the Plan.
<PAGE>
Schedule to Multi-Distribution System Plan
Allocation of Class Expenses
AARP Shares
1. Transfer agent fees attributable to AARP Shares;
2. Printing and postage expenses related to preparing and distributing
material such as shareholder reports, prospectuses and proxy materials
to current holders of AARP Shares;
3. Registration fees (other than State registration fees imposed on a
Fund-wide basis and Securities and Exchange Commission registration
Fees) for AARP Shares;
4. Litigation or other legal expenses relating solely to AARP Shares;
5. Directors' fees incurred as a result of issues relating solely to AARP
Shares; and
6. The expense of holding meetings solely for holders of AARP Shares.
Class S Shares
1. Transfer agent fees attributable to Class S Shares;
2. Printing and postage expenses related to preparing and distributing
material such as shareholder reports, prospectuses and proxy materials
to current holders of Class S Shares;
3. Registration fees (other than State registration fees imposed on a
Fund-wide basis and Securities and Exchange Commission registration
Fees) for Class S Shares;
4. Litigation or other legal expenses relating solely to Class S Shares;
5. Trustees' fees incurred as a result of issues relating solely to Class
S Shares;
6. The expense of holding meetings solely for holders of Class S Shares;
and
7. Any expenses incurred as a result of being an Underlying Fund of
Scudder Pathway Series under the Special Servicing Agreement dated
November 15, 1996.
EXHIBIT 17
FORM OF PROXY
YOUR VOTE IS IMPORTANT!
VOTE TODAY BY MAIL,
TOUCH-TONE PHONE OR THE INTERNET
CALL TOLL FREE 1-888-221-0697 OR
LOG ON TO WWW.PROXYWEB.COM/XXXXX
*** CONTROL NUMBER: xxx xxx xxx xxx xx *** Please fold and detach card at
perforation before mailing.
SCUDDER INTERNATIONAL BOND FUND
PROXY SPECIAL MEETING OF SHAREHOLDERS - JULY 13, 2000
The undersigned hereby appoints John Millette, Kathryn L. Quirk and
John R. Hebble, and each of them, the proxies of the undersigned, with the power
of substitution to each of them, to vote all shares of the above-referenced fund
(the "Fund") which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the Fund to be held at the offices of Scudder Kemper
Investments, Inc., Two International Place, Boston, MA 02110, on July 13, 2000,
at 3:00 p.m., Eastern time, and at any adjournments thereof.
PLEASE SIGN AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS
REQUIRED.
Dated __________________________,2000
Please sign exactly as your name or
names appear. When signing as an
attorney, executor, administrator,
trustee or guardian, please give your
full title as such.
[Name]
[Address]
________________________________________
Signature(s) of Shareholder(s)
<PAGE>
YOUR VOTE IS IMPORTANT!
VOTE TODAY BY MAIL,
TOUCH-TONE PHONE OR THE INTERNET
CALL TOLL FREE 1-888-221-0697 OR
LOG ON TO WWW.PROXYWEB.COM/xxxxx
Please fold and detach card at perforation before mailing.
All properly executed proxies will be voted as directed. If no
instructions are indicated on a properly executed proxy, the proxy will be voted
FOR approval of the proposals.
THE PROXY IS SOLICITED ON BEHALF OF THE BOARD OF THE FUND. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSALS.
Please vote by filling in the boxes below.
FOR all WITHHOLD
nominees authority to
listed vote for all
(except as nominees listed
noted in
space
provided)
PROPOSAL 1
To elect Directors to hold office until
their respective successors have been
duly elected and qualified or until
their earlier resignation or removal.
NOMINEES:
(01) Henry P. Becton, Jr. (02) Linda C.
Coughlin (03) Dawn-Marie Driscoll (04)
Edgar R. Fiedler (05) Keith R. Fox (06)
Joan Edelman Spero (07) Jean Gleason
Stromberg (08) Jean C. Tempel (09)
Steven Zaleznick
INSTRUCTION: To withhold authority to
vote for any individual nominee, write
the name(s) on the line immediately
below.
- ----------------------------------------
PROPOSAL 2 FOR AGAINST ABSTAIN
To approve an Agreement and Plan of
Reorganization for the Fund whereby all
of the issued and outstanding shares of
Capital Stock of the Fund will be
reclassified into shares of the Class S ___ ___ ___
Shares class of the Corporation's
Scudder Global Bond Fund series.
PROPOSAL 3
To ratify the selection of
PricewaterhouseCoopers LLP as the Fund's
independent accountants for the current
fiscal year. The proxies are authorized
to vote in their discretion on any other ___ ___ ___
business which may properly come before
the meeting and any adjournments
thereof.
PLEASE SIGN ON REVERSE SIDE
