<PAGE> PAGE 1
000 A000000 08/31/98
000 C000000 088053
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 3.0.a
000 J000000 U
001 A000000 SCUDDER INTERNATIONAL FUND, INC.
001 B000000 811-642
001 C000000 2123266200
002 A000000 345 PARK AVENUE
002 B000000 NEW YORK
002 C000000 NY
002 D010000 10154
003 000000 N
004 000000 N
005 000000 N
006 000000 N
007 A000000 Y
007 B000000 6
007 C010100 1
007 C010200 2
007 C010300 3
007 C010400 4
007 C010500 5
007 C010600 6
007 C020600 SCUDDER INTERNATIONAL GROWTH AND INCOME FUND
007 C030600 N
007 C010700 7
007 C010800 8
007 C010900 9
007 C011000 10
020 A000001 GOLDMAN SACHS & CO
020 B000001 13-5108880
020 C000001 8
020 A000002 MORGAN STANLEY & COAL
020 B000002 13-2655998
020 C000002 7
020 A000003 EXANE
020 B000003 0
020 C000003 7
020 A000004 MERRIL LYNCH
020 B000004 13-5674085
020 C000004 7
020 A000005 ABN AMRO
020 B000005 0
020 C000005 5
020 A000006 S G WARBURG & CO INC
020 B000006 0
<PAGE> PAGE 2
020 C000006 5
020 A000007 LEHMAN BROTHERS SECURITIES
020 B000007 13-2518466
020 C000007 5
020 A000008 KLEINWORT BENSON
020 B000008 13-2647786
020 C000008 4
020 A000009 CAZENOVE & CO.
020 B000009 94-1658752
020 C000009 4
020 A000010 DEUTSCHE BANK CAPITAL
020 B000010 13-6124068
020 C000010 4
021 000000 98
022 A000001 DONALDSON LUF & JEN FIXED INC.
022 B000001 13-2741729
022 C000001 294281
022 D000001 0
022 A000002 FIRST CHICAGO CAPITAL MARKETS
022 B000002 36-3595942
022 C000002 8227
022 D000002 0
022 A000003 STATE STREET BANK
022 B000003 04-1867445
022 C000003 4758
022 D000003 0
022 A000004 BROWN BROTHERS HARRIMAN
022 B000004 13-4973745
022 C000004 1180
022 D000004 1136
022 A000005 S G WARBUG & CO INC LTD
022 B000005 13-3243112
022 C000005 248
022 D000005 877
022 A000006 FIRST NATIONAL BANK OF CHICAGO
022 B000006 36-0899825
022 C000006 900
022 D000006 0
022 A000007 LEHMAN BROTHERS SECURITIES
022 B000007 13-2518466
022 C000007 580
022 D000007 0
022 A000008 NAT WEST INTERNATIONAL SECS
022 B000008 13-3255839
022 C000008 353
022 D000008 0
022 A000009 BT SECURITIES
022 C000009 5
022 D000009 0
022 A000010 DEUTCHE BANK CAPITAL
022 B000010 13-6124068
<PAGE> PAGE 3
022 C000010 0
022 D000010 0
023 C000000 310630
023 D000000 2019
026 A000000 N
026 B000000 Y
026 C000000 Y
026 D000000 Y
026 E000000 N
026 F000000 N
026 G010000 N
026 G020000 N
026 H000000 N
027 000000 Y
077 A000000 Y
077 B000000 N
077 C000000 N
077 D000000 N
077 E000000 N
077 F000000 N
077 G000000 N
077 H000000 N
077 I000000 N
077 J000000 N
077 K000000 N
077 L000000 N
077 M000000 N
077 N000000 N
077 O000000 N
077 P000000 N
077 Q010000 N
077 Q020000 N
077 Q030000 Y
078 000000 N
008 A000601 SCUDDER KEMPER INVESTMENTS, INC.
008 B000601 A
008 C000601 801-252
008 D010601 NEW YORK
008 D020601 NY
008 D030601 10154
010 A000601 SCUDDER FUND ACCOUNTING CORPORATION
010 C010601 BOSTON
010 C020601 MA
010 C030601 02107
010 C040601 2291
011 A000601 SCUDDER INVESTOR SERVICES, INC.
011 B000601 8-298
011 C010601 BOSTON
011 C020601 MA
011 C030601 02110
012 A000601 SCUDDER SERVICE CORPORATION
<PAGE> PAGE 4
012 B000601 84-1489
012 C010601 BOSTON
012 C020601 MA
012 C030601 02110
013 A000601 PRICEWATERHOUSECOOPERS LLP
013 B010601 BOSTON
013 B020601 MA
013 B030601 02110
014 A000601 SCUDDER INVESTOR SERVICES, INC.
014 B000601 8-298
014 A000602 KEMPER DISTRIBUTORS, INC.
014 B000602 8-47765
014 A000603 GRUNTAL SECURITIES, INC.
014 B000603 8-31022
014 A000604 THE GMS GROUP, INC.
014 B000604 8-23936
014 A000605 ZURICH CAPITAL MARKETS
014 B000605 8-49827
014 A000606 BANK HANDLOWY
014 B000606 8-24613
015 A000601 BROWN BROTHERS HARRIMAN & CO.
015 B000601 C
015 C010601 BOSTON
015 C020601 MA
015 C030601 02109
015 E010601 X
015 A000602 NATIONAL AUSTRALIA BANK LTD.
015 B000602 S
015 C010602 AUCKLAND
015 D010602 NEW ZEALAND
015 E040602 X
015 A000603 CREDITANSTALT BANKVEREIN
015 B000603 S
015 C010603 VIENNA
015 D010603 AUSTRIA
015 E040603 X
015 A000604 BANKBOSTON N.A.
015 B000604 S
015 C010604 BUENOS AIRES
015 D010604 ARGENTINA
015 E040604 X
015 A000605 CANADIAN IMPERIAL BANK OF COMMERCE
015 B000605 S
015 C010605 TORONTO
015 D010605 CANADA
015 E040605 X
015 A000606 THE ROYAL BANK OF CANADA
015 B000606 S
015 C010606 TORONTO
015 D010606 CANADA
015 E040606 X
<PAGE> PAGE 5
015 A000607 MERITA BANK
015 B000607 S
015 C010607 HELSINKI
015 D010607 FINLAND
015 E040607 X
015 A000608 BANQUE PARIBUS
015 B000608 S
015 C010608 PARIS
015 D010608 FRANCE
015 E040608 X
015 A000609 CITIBANK N.A.
015 B000609 S
015 C010609 ATHENS
015 D010609 GREECE
015 E040609 X
015 A000610 STANDARD CHARTERED BANK
015 B000610 S
015 C010610 SHANGHAI
015 D010610 CHINA
015 E040610 X
015 A000611 CITIBANK N.A.
015 B000611 S
015 C010611 JAKARTA
015 D010611 INDONESIA
015 E040611 X
015 A000612 ALLIED IRISH BANKS
015 B000612 S
015 C010612 DUBLIN
015 D010612 IRELAND
015 E040612 X
015 A000613 BANCA COMMERCIALE ITALIANA
015 B000613 S
015 C010613 MILAN
015 D010613 ITALY
015 E040613 X
015 A000614 THE BANK OF TOKYO-MITSUBISHI, LTD.
015 B000614 S
015 C010614 TOKYO
015 D010614 JAPAN
015 E040614 X
015 A000615 HONGKONG BANK MALAYSIA BERHARD
015 B000615 S
015 C010615 KUALA LUMPUR
015 D010615 MALAYSIA
015 E040615 X
015 A000616 CITIBANK MEXICO, S.A.
015 B000616 S
015 C010616 MEXICO CITY
015 D010616 MEXICO
015 E040616 X
015 A000617 ABN-AMRO BANK
<PAGE> PAGE 6
015 B000617 S
015 C010617 AMSTERDAM
015 D010617 NETHERLANDS
015 E040617 X
015 A000618 NATIONAL AUSTRALIA BANK LIMITED
015 B000618 S
015 C010618 MELBOURNE
015 D010618 AUSTRALIA
015 E040618 X
015 A000619 DEN NORSKE BANK
015 B000619 S
015 C010619 OSLO
015 D010619 NORWAY
015 E040619 X
015 A000620 CITIBANK N.A.
015 B000620 S
015 C010620 MANILA
015 D010620 PHILIPPINES
015 E040620 X
015 A000621 BANCO ESPIRITO SANTO E COMERCIAL DE LISBOA
015 B000621 S
015 C010621 LISBON
015 D010621 PORTUGAL
015 E040621 X
015 A000622 HONGKONG & SHANGHAI BANKING CORP., SINGAPORE
015 B000622 S
015 C010622 SINGAPORE
015 D010622 SINGAPORE
015 E040622 X
015 A000623 FIRST NATIONAL BANK OF SOUTHERN AFRICA
015 B000623 S
015 C010623 JOHANNESBURG
015 D010623 SOUTH AFRICA
015 E040623 X
015 A000624 BANCO SANTANDER
015 B000624 S
015 C010624 MADRID
015 D010624 SPAIN
015 E040624 X
015 A000625 SKANDINAVISKA ENSKILDA BANKEN
015 B000625 S
015 C010625 STOCKHOLM
015 D010625 SWEDEN
015 E040625 X
015 A000626 UNION BANK OF SWITZERLAND
015 B000626 S
015 C010626 ZURICH
015 D010626 SWITZERLAND
015 E040626 X
015 A000627 HONG KONG & SHANGHAI BANKING CORP
015 B000627 S
<PAGE> PAGE 7
015 C010627 BANGKOK
015 D010627 THAILAND
015 E040627 X
015 A000628 LLOYDS BANK PLC
015 B000628 S
015 C010628 LONDON
015 D010628 UNITED KINGDOM
015 E040628 X
015 A000629 DRESDNER
015 B000629 S
015 C010629 FRANKFURT
015 D010629 GERMANY
015 E040629 X
015 A000630 THE BANK OF N.T. BUTTERFIELD & SONS LTD.
015 B000630 S
015 C010630 XXXX
015 D010630 BERMUDA
015 E040630 X
015 A000631 BANQUE BRUXELLAS LAMBERT
015 B000631 S
015 C010631 BRUSSELS
015 D010631 BELGIUM
015 E040631 X
015 A000632 CITIBANK A.S. FOR CITIBANK N.A.
015 B000632 S
015 C010632 XXXX
015 D010632 CZECH REPUPLIC
015 E040632 X
015 A000633 DEN DANSKE BANK
015 B000633 S
015 C010633 COPENHAGEN
015 D010633 DENMARK
015 E040633 X
015 A000634 HONG KONG & SHANGHAI BANKING CORP.LTD,
015 B000634 S
015 C010634 HONG KONG
015 D010634 HONG KONG
015 E040634 X
015 A000635 BANCO COMERCIAL PORTUGUES
015 B000635 S
015 C010635 XXXX
015 D010635 PORTUGAL
015 E040635 X
015 A000636 ING. BANK N.V.
015 B000636 S
015 C010636 XXXX
015 D010636 SLOVAKIA
015 E040636 X
015 A000643 DELETE
015 A000644 CITIBANK N.A.
015 B000644 S
<PAGE> PAGE 8
015 C010644 SEOUL
015 D010644 KOREA
015 E040644 X
015 A000645 CITIBANK N.A.
015 B000645 S
015 C010645 CARACAS
015 D010645 VENEZUELA
015 E040645 X
015 A000646 BANKBOSTON, N.A.
015 B000646 S
015 C010646 SAO PAULO
015 D010646 BRAZIL
015 E040646 X
015 A000652 CITIBANK N.A.
015 B000652 S
015 C010652 ISTANBUL
015 D010652 TURKEY
015 E040652 X
015 A000653 STANDARD CHARTERED BANK
015 B000653 S
015 C010653 KARACHI
015 D010653 PAKISTAN
015 E040653 X
015 A000654 THE HONG KONG & SHANGHAI BANKING CORPORATION
015 B000654 S
015 C010654 COLUMBO
015 D010654 SRI LANKA
015 E040654 X
015 A000658 CITIBANK N.A.
015 B000658 S
015 C010658 SANTIAGO
015 D010658 CHILE
015 E040658 X
015 A000660 CITIBANK N.A.
015 B000660 S
015 C010660 BUDAPEST
015 D010660 HUNGARY
015 E040660 X
015 A000661 CITIBANK N.A.
015 B000661 S
015 C010661 MUMBAI
015 D010661 INDIA
015 E040661 X
015 A000662 BANK HAPOALIM B.M.
015 B000662 S
015 C010662 TEL AVIV
015 D010662 ISRAEL
015 E040662 X
015 A000664 CITIBANK N.A.
015 B000664 S
015 C010664 LIMA
<PAGE> PAGE 9
015 D010664 PERU
015 E040664 X
015 A000666 CITIBANK POLAND S.A.
015 B000666 S
015 C010666 WARSAW
015 D010666 POLAND
015 E040666 X
015 A000671 CENTRAL TRUST OF CHINA
015 B000671 S
015 C010671 TAIPEI
015 D010671 TAIWAN
015 E040671 X
015 A000673 BANKBOSTON, N.A.
015 B000673 S
015 C010673 MONTEVIDEO
015 D010673 URUGUAY
015 E040673 X
015 A000674 CITITRUST COLOMBIA, S.A.
015 B000674 S
015 C010674 BOGATA
015 D010674 COLOMBIA
015 E040674 X
015 A000675 CITIBANK, N.A.
015 B000675 S
015 C010675 CAIRO
015 D010675 EGYPT
015 E040675 X
015 A000676 ARAB BANK PLC
015 B000676 S
015 C010676 AMMAN
015 D010676 JORDAN
015 E040676 X
015 A000677 BANQUE MAROCAINE DU COMMERCE EXTERIEUR
015 B000677 S
015 C010677 CASABLANCA
015 D010677 MOROCCO
015 E040677 X
015 A000679 STANDARD CHARTERED BANK
015 B000679 S
015 C010679 SHENZHEN
015 D010679 CHINA
015 E040679 X
015 A000680 CESKOSLOVENSKA OBCHODNI BANKA, A.S.
015 B000680 S
015 C010680 PRAGUE
015 D010680 CZECH REPUBLIC
015 E040680 X
015 A000681 STANDARD CHARTERED BANK
015 B000681 S
015 C010681 DHAKA
015 D010681 BANGLADESH
<PAGE> PAGE 10
015 E040681 X
015 A000682 BARCLAYS BANK OF BOTSWANA LIMITED
015 B000682 S
015 C010682 GABORONE
015 D010682 BOTSWANA
015 E040682 X
015 A000683 DELETE
015 A000684 CITIBANK, N.A. QUITO
015 B000684 S
015 C010684 QUITO
015 D010684 ECUADOR
015 E040684 X
015 A000685 MERCHANT BANK(GHANA) LIMITED
015 B000685 S
015 C010685 ACCRA
015 D010685 GHANA
015 E040685 X
015 A000686 STANBIC BANK KENYA LIMITED
015 B000686 S
015 C010686 NAIROBI
015 D010686 KENYA
015 E040686 X
015 A000687 CESKOSLOVENSKA OBCHODNI BANKA, A.S.
015 B000687 S
015 C010687 BRATSLAVA
015 D010687 SLOVAKIA
015 E040687 X
015 A000688 STANBIC BANK SWAZILAND LIMITED
015 B000688 S
015 C010688 MBABNE
015 D010688 SWAZILAND
015 E040688 X
015 A000689 STANBIC BANK OF ZAMBIA LTD.
015 B000689 S
015 C010689 LUKASA
015 D010689 ZAMBIA
015 E040689 X
015 A000690 STANBIC BANK ZIMBABWE LTD.
015 B000690 S
015 C010690 HARARE
015 D010690 ZIMBABWE
015 E040690 X
018 000600 Y
019 A000600 Y
019 B000600 76
019 C000600 SCUDDERKEM
025 D000601 0
025 D000602 0
025 D000603 0
025 D000604 0
025 D000605 0
<PAGE> PAGE 11
025 D000606 0
025 D000607 0
025 D000608 0
028 A010600 3763
028 A020600 0
028 A030600 0
028 A040600 2339
028 B010600 3683
028 B020600 0
028 B030600 0
028 B040600 2523
028 C010600 3079
028 C020600 0
028 C030600 0
028 C040600 1820
028 D010600 7649
028 D020600 203
028 D030600 0
028 D040600 4119
028 E010600 3067
028 E020600 0
028 E030600 0
028 E040600 1993
028 F010600 2263
028 F020600 0
028 F030600 0
028 F040600 4279
028 G010600 23504
028 G020600 203
028 G030600 0
028 G040600 17073
028 H000600 0
042 A000600 0
042 B000600 0
042 C000600 0
042 D000600 0
042 E000600 0
042 F000600 0
042 G000600 0
042 H000600 0
043 000600 0
044 000600 0
045 000600 Y
046 000600 N
047 000600 Y
048 000600 1.000
048 A010600 0
048 A020600 0.000
048 B010600 0
048 B020600 0.000
048 C010600 0
<PAGE> PAGE 12
048 C020600 0.000
048 D010600 0
048 D020600 0.000
048 E010600 0
048 E020600 0.000
048 F010600 0
048 F020600 0.000
048 G010600 0
048 G020600 0.000
048 H010600 0
048 H020600 0.000
048 I010600 0
048 I020600 0.000
048 J010600 0
048 J020600 0.000
048 K010600 0
048 K020600 0.000
054 A000600 Y
054 B000600 Y
054 C000600 N
054 D000600 N
054 E000600 N
054 F000600 N
054 G000600 N
054 H000600 Y
054 I000600 N
054 J000600 Y
054 K000600 N
054 L000600 N
054 M000600 Y
054 N000600 N
054 O000600 Y
055 A000600 N
055 B000600 N
056 000600 Y
057 000600 N
058 A000600 N
059 000600 Y
060 A000600 Y
060 B000600 Y
061 000600 2500
062 A000600 N
062 B000600 0.0
062 C000600 0.0
062 D000600 0.0
062 E000600 0.0
062 F000600 0.0
062 G000600 0.0
062 H000600 0.0
062 I000600 0.0
062 J000600 0.0
<PAGE> PAGE 13
062 K000600 0.0
062 L000600 0.0
062 M000600 0.0
062 N000600 0.0
062 O000600 0.0
062 P000600 0.0
062 Q000600 0.0
062 R000600 0.0
066 A000600 Y
066 B000600 N
066 C000600 N
066 D000600 N
066 E000600 Y
066 F000600 N
066 G000600 N
067 000600 N
068 A000600 N
068 B000600 Y
069 000600 N
070 A010600 Y
070 A020600 Y
070 B010600 Y
070 B020600 N
070 C010600 Y
070 C020600 N
070 D010600 Y
070 D020600 Y
070 E010600 Y
070 E020600 N
070 F010600 Y
070 F020600 N
070 G010600 Y
070 G020600 N
070 H010600 Y
070 H020600 N
070 I010600 Y
070 I020600 N
070 J010600 Y
070 J020600 Y
070 K010600 Y
070 K020600 N
070 L010600 Y
070 L020600 Y
070 M010600 Y
070 M020600 Y
070 N010600 Y
070 N020600 N
070 O010600 N
070 O020600 N
070 P010600 Y
070 P020600 N
<PAGE> PAGE 14
070 Q010600 N
070 Q020600 N
070 R010600 N
070 R020600 N
071 A000600 21422
071 B000600 19941
071 C000600 53763
071 D000600 37
072 A000600 6
072 B000600 114
072 C000600 1067
072 D000600 0
072 E000600 0
072 F000600 290
072 G000600 0
072 H000600 0
072 I000600 146
072 J000600 78
072 K000600 0
072 L000600 13
072 M000600 34
072 N000600 25
072 O000600 0
072 P000600 0
072 Q000600 0
072 R000600 14
072 S000600 11
072 T000600 0
072 U000600 3
072 V000600 0
072 W000600 6
072 X000600 620
072 Y000600 113
072 Z000600 675
072AA000600 2090
072BB000600 0
072CC010600 0
072CC020600 7215
072DD010600 219
072DD020600 0
072EE000600 0
073 A010600 0.0500
073 A020600 0.0000
073 B000600 0.0000
073 C000600 0.0000
074 A000600 1
074 B000600 0
074 C000600 3980
074 D000600 1564
074 E000600 441
074 F000600 42167
<PAGE> PAGE 15
074 G000600 0
074 H000600 10
074 I000600 0
074 J000600 4383
074 K000600 0
074 L000600 343
074 M000600 27
074 N000600 52916
074 O000600 0
074 P000600 23
074 Q000600 0
074 R010600 0
074 R020600 0
074 R030600 0
074 R040600 2046
074 S000600 0
074 T000600 50847
074 U010600 4313
074 U020600 0
074 V010600 11.79
074 V020600 0.00
074 W000600 0.0000
074 X000600 6202
074 Y000600 0
075 A000600 0
075 B000600 57430
076 000600 0.00
080 A000600 ICI MUTUAL INSURANCE COMPANY
080 C000600 40000
081 A000600 Y
081 B000600 84
082 A000600 N
082 B000600 0
083 A000600 N
083 B000600 0
084 A000600 N
084 B000600 0
085 A000600 Y
085 B000600 N
SIGNATURE THOMAS F. MCDONOUGH
TITLE VICE PRESIDENT
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
Scudder International Growth And Income Semi-Annual Report for period ended
8/31/98 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<SERIES>
<NUMBER> 6
<NAME> Scudder International Growth and Income
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-28-1999
<PERIOD-START> FEB-28-1998
<PERIOD-END> AUG-31-1998
<INVESTMENTS-AT-COST> 50,385,040
<INVESTMENTS-AT-VALUE> 48,162,000
<RECEIVABLES> 4,641,928
<ASSETS-OTHER> 112,132
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 52,916,060
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,068,843
<TOTAL-LIABILITIES> 2,068,843
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 53,062,802
<SHARES-COMMON-STOCK> 4,312,995
<SHARES-COMMON-PRIOR> 3,854,083
<ACCUMULATED-NII-CURRENT> 242,193
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (229,995)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (2,227,783)
<NET-ASSETS> 50,847,217
<DIVIDEND-INCOME> 1,067,358
<INTEREST-INCOME> 114,284
<OTHER-INCOME> 0
<EXPENSES-NET> 506,794
<NET-INVESTMENT-INCOME> 674,848
<REALIZED-GAINS-CURRENT> 2,090,430
<APPREC-INCREASE-CURRENT> (7,214,671)
<NET-CHANGE-FROM-OPS> (4,449,393)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (219,056)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,711,701
<NUMBER-OF-SHARES-REDEEMED> (1,267,631)
<SHARES-REINVESTED> 14,842
<NET-CHANGE-IN-ASSETS> 1,967,053
<ACCUMULATED-NII-PRIOR> (213,599)
<ACCUMULATED-GAINS-PRIOR> (2,320,425)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 289,594
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 619,851
<AVERAGE-NET-ASSETS> 57,430,019
<PER-SHARE-NAV-BEGIN> 12.68
<PER-SHARE-NII> 0.16
<PER-SHARE-GAIN-APPREC> (1.00)
<PER-SHARE-DIVIDEND> (0.05)
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 11.79
<EXPENSE-RATIO> 1.75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
Scudder International Fund, Inc.
345 Park Avenue
New York, New York 10154
September 7, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Scudder International Growth and Income Fund
Ladies and Gentlemen:
Scudder International Fund, Inc. (the "Corporation") has been
established as a Maryland corporation to engage in the business of an investment
company. Pursuant to the Corporation's Articles of Incorporation, as amended
from time-to-time (the "Articles"), the Board of Directors has divided the
Corporation's shares of capital stock, par value $.01 per share, (the "Shares")
into separate series, or funds, including Scudder International Growth and
Income Fund (the "Fund"). Series may be abolished and dissolved, and additional
series established, from time to time by action of the Directors.
The Corporation, on behalf of the Fund, has selected you to act as the
sole investment manager of the Fund and to provide certain other services, as
more fully set forth below, and you have indicated that you are willing to act
as such investment manager and to perform such services under the terms and
conditions hereinafter set forth. Accordingly, the Corporation on behalf of the
Fund agrees with you as follows:
1. Delivery of Documents. The Corporation engages in the business of
investing and reinvesting the assets of the Fund in the manner and in accordance
with the investment objectives, policies and restrictions specified in the
currently effective Prospectus (the "Prospectus") and Statement of Additional
Information (the "SAI") relating to the Fund included in the Corporation's
Registration Statement on Form N-1A, as amended from time to time, (the
"Registration Statement") filed by the Corporation under the Investment Company
Act of 1940, as amended, (the "1940 Act") and the Securities Act of 1933, as
amended. Copies of the documents referred to in the preceding sentence have been
furnished to you by the Corporation. The Corporation has also furnished you with
copies properly certified or authenticated of each of the following additional
documents related to the Corporation and the Fund:
(a) The Articles dated June 23, 1975, as amended to date.
(b) By-Laws of the Corporation as in effect on the date hereof (the "By-Laws").
(c) Resolutions of the Directors of the Corporation and the shareholders of the
Fund selecting you as investment manager and approving the form of this
Agreement.
<PAGE>
The Corporation will furnish you from time to time with copies,
properly certified or authenticated, of all amendments of or supplements, if
any, to the foregoing, including the Prospectus, the SAI and the Registration
Statement.
2. Sublicense to Use the Scudder Trademarks. As exclusive licensee of
the rights to use and sublicense the use of the "Scudder," "Scudder Kemper
Investments, Inc." and "Scudder, Stevens & Clark, Inc." trademarks (together,
the "Scudder Marks"), you hereby grant the Corporation a nonexclusive right and
sublicense to use (i) the "Scudder" name and mark as part of the Corporation's
name (the "Fund Name"), and (ii) the Scudder Marks in connection with the
Corporation's investment products and services, in each case only for so long as
this Agreement, any other investment management agreement between you (or any
organization which shall have succeeded to your business as investment manager
("your Successor")) and the Corporation, or any extension, renewal or amendment
hereof or thereof remains in effect, and only for so long as you are a licensee
of the Scudder Marks, provided however, that you agree to use your best efforts
to maintain your license to use and sublicense the Scudder Marks. The
Corporation agrees that it shall have no right to sublicense or assign rights to
use the Scudder Marks, shall acquire no interest in the Scudder Marks other than
the rights granted herein, that all of the Corporation's uses of the Scudder
Marks shall inure to the benefit of Scudder Trust Company as owner and licensor
of the Scudder Marks (the "Trademark Owner"), and that the Corporation shall not
challenge the validity of the Scudder Marks or the Trademark Owner's ownership
thereof. The Corporation further agrees that all services and products it offers
in connection with the Scudder Marks shall meet commercially reasonable
standards of quality, as may be determined by you or the Trademark Owner from
time to time, provided that you acknowledge that the services and products the
Corporation rendered during the one-year period preceding the date of this
Agreement are acceptable. At your reasonable request, the Corporation shall
cooperate with you and the Trademark Owner and shall execute and deliver any and
all documents necessary to maintain and protect (including but not limited to in
connection with any trademark infringement action) the Scudder Marks and/or
enter the Corporation as a registered user thereof. At such time as this
Agreement or any other investment management agreement shall no longer be in
effect between you (or your Successor) and the Corporation, or you no longer are
a licensee of the Scudder Marks, the Corporation shall (to the extent that, and
as soon as, it lawfully can) cease to use the Fund Name or any other name
indicating that it is advised by, managed by or otherwise connected with you (or
your Successor) or the Trademark Owner. In no event shall the Corporation use
the Scudder Marks or any other name or mark confusingly similar thereto
(including, but not limited to, any name or mark that includes the name
"Scudder") if this Agreement or any other investment advisory agreement between
you (or your Successor) and the Fund is terminated.
3. Portfolio Management Services. As manager of the assets of the Fund,
you shall provide continuing investment management of the assets of the Fund in
accordance with the investment objectives, policies and restrictions set forth
in the Prospectus and SAI; the applicable provisions of the 1940 Act and the
Internal Revenue Code of 1986, as amended, (the "Code") relating to regulated
investment companies and all rules and regulations thereunder; and all other
applicable federal and state laws and regulations of which you have knowledge;
subject always to policies and instructions adopted by the Corporation's Board
of Directors. In connection therewith, you shall use reasonable efforts to
manage the Fund so that it will qualify as a regulated investment company under
Subchapter M of the Code and regulations issued thereunder. The Fund shall have
the benefit of the investment analysis and research, the review of current
economic conditions and trends and the consideration of long-range investment
policy generally available to your investment advisory clients. In managing the
Fund in accordance with the requirements set forth in this section 3, you shall
be entitled to receive and act upon advice of counsel to the Corporation or
counsel to you. You shall also make available to the Corporation promptly upon
request all of the Fund's investment records and ledgers as are necessary to
assist the
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<PAGE>
Corporation in complying with the requirements of the 1940 Act and other
applicable laws. To the extent required by law, you shall furnish to regulatory
authorities having the requisite authority any information or reports in
connection with the services provided pursuant to this Agreement which may be
requested in order to ascertain whether the operations of the Corporation are
being conducted in a manner consistent with applicable laws and regulations.
You shall determine the securities, instruments, investments,
currencies, repurchase agreements, futures, options and other contracts relating
to investments to be purchased, sold or entered into by the Fund and place
orders with broker-dealers, foreign currency dealers, futures commission
merchants or others pursuant to your determinations and all in accordance with
Fund policies as expressed in the Registration Statement. You shall determine
what portion of the Fund's portfolio shall be invested in securities and other
assets and what portion, if any, should be held uninvested.
You shall furnish to the Corporation's Board of Directors periodic
reports on the investment performance of the Fund and on the performance of your
obligations pursuant to this Agreement, and you shall supply such additional
reports and information as the Corporation's officers or Board of Directors
shall reasonably request.
4. Administrative Services. In addition to the portfolio management
services specified above in section 3, you shall furnish at your expense for the
use of the Fund such office space and facilities in the United States as the
Fund may require for its reasonable needs, and you (or one or more of your
affiliates designated by you) shall render to the Corporation administrative
services on behalf of the Fund necessary for operating as an open-end investment
company and not provided by persons not parties to this Agreement including, but
not limited to, preparing reports to and meeting materials for the Corporation's
Board of Directors and reports and notices to Fund shareholders; supervising,
negotiating contractual arrangements with, to the extent appropriate, and
monitoring the performance of, accounting agents, custodians, depositories,
transfer agents and pricing agents, accountants, attorneys, printers,
underwriters, brokers and dealers, insurers and other persons in any capacity
deemed to be necessary or desirable to Fund operations; preparing and making
filings with the Securities and Exchange Commission (the "SEC") and other
regulatory and self-regulatory organizations, including, but not limited to,
preliminary and definitive proxy materials, post-effective amendments to the
Registration Statement, semi-annual reports on Form N-SAR and notices pursuant
to Rule 24f-2 under the 1940 Act; overseeing the tabulation of proxies by the
Fund's transfer agent; assisting in the preparation and filing of the Fund's
federal, state and local tax returns; preparing and filing the Fund's federal
excise tax return pursuant to Section 4982 of the Code; providing assistance
with investor and public relations matters; monitoring the valuation of
portfolio securities and the calculation of net asset value; monitoring the
registration of Shares of the Fund under applicable federal and state securities
laws; maintaining or causing to be maintained for the Fund all books, records
and reports and any other information required under the 1940 Act, to the extent
that such books, records and reports and other information are not maintained by
the Fund's custodian or other agents of the Fund; assisting in establishing the
accounting policies of the Fund; assisting in the resolution of accounting
issues that may arise with respect to the Fund's operations and consulting with
the Fund's independent accountants, legal counsel and the Fund's other agents as
necessary in connection therewith; establishing and monitoring the Fund's
operating expense budgets; reviewing the Fund's bills; processing the payment of
bills that have been approved by an authorized person; assisting the Fund in
determining the amount of dividends and distributions available to be paid by
the Fund to its shareholders, preparing and arranging for the printing of
dividend notices to shareholders, and providing the transfer and dividend paying
agent, the custodian, and the accounting agent with such information as is
required for such parties to effect the payment of dividends and distributions;
and otherwise assisting the Corporation as it may reasonably request in the
conduct of the
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<PAGE>
Fund's business, subject to the direction and control of the
Corporation's Board of Directors. Nothing in this Agreement shall be deemed to
shift to you or to diminish the obligations of any agent of the Fund or any
other person not a party to this Agreement which is obligated to provide
services to the Fund.
5. Allocation of Charges and Expenses. Except as otherwise specifically
provided in this section 5, you shall pay the compensation and expenses of all
Directors, officers and executive employees of the Corporation (including the
Fund's share of payroll taxes) who are affiliated persons of you, and you shall
make available, without expense to the Fund, the services of such of your
directors, officers and employees as may duly be elected officers of the
Corporation, subject to their individual consent to serve and to any limitations
imposed by law. You shall provide at your expense the portfolio management
services described in section 3 hereof and the administrative services described
in section 4 hereof.
You shall not be required to pay any expenses of the Fund other than
those specifically allocated to you in this section 5. In particular, but
without limiting the generality of the foregoing, you shall not be responsible,
except to the extent of the reasonable compensation of such of the Fund's
Directors and officers as are directors, officers or employees of you whose
services may be involved, for the following expenses of the Fund: organization
expenses of the Fund (including out-of-pocket expenses, but not including your
overhead or employee costs); fees payable to you and to any other Fund advisors
or consultants; legal expenses; auditing and accounting expenses; maintenance of
books and records which are required to be maintained by the Fund's custodian or
other agents of the Corporation; telephone, telex, facsimile, postage and other
communications expenses; taxes and governmental fees; fees, dues and expenses
incurred by the Fund in connection with membership in investment company trade
organizations; fees and expenses of the Fund's accounting agent, custodians,
subcustodians, transfer agents, dividend disbursing agents and registrars;
payment for portfolio pricing or valuation services to pricing agents,
accountants, bankers and other specialists, if any; expenses of preparing share
certificates and, except as provided below in this section 5, other expenses in
connection with the issuance, offering, distribution, sale, redemption or
repurchase of securities issued by the Fund; expenses relating to investor and
public relations; expenses and fees of registering or qualifying Shares of the
Fund for sale; interest charges, bond premiums and other insurance expense;
freight, insurance and other charges in connection with the shipment of the
Fund's portfolio securities; the compensation and all expenses (specifically
including travel expenses relating to Corporation business) of Directors,
officers and employees of the Corporation who are not affiliated persons of you;
brokerage commissions or other costs of acquiring or disposing of any portfolio
securities of the Fund; expenses of printing and distributing reports, notices
and dividends to shareholders; expenses of printing and mailing Prospectuses and
SAIs of the Fund and supplements thereto; costs of stationery; any litigation
expenses; indemnification of Directors and officers of the Corporation; costs of
shareholders' and other meetings; and travel expenses (or an appropriate portion
thereof) of Directors and officers of the Corporation who are directors,
officers or employees of you to the extent that such expenses relate to
attendance at meetings of the Board of Directors of the Corporation or any
committees thereof or advisors thereto held outside of Boston, Massachusetts or
New York, New York.
You shall not be required to pay expenses of any activity which is
primarily intended to result in sales of Shares of the Fund if and to the extent
that (i) such expenses are required to be borne by a principal underwriter which
acts as the distributor of the Fund's Shares pursuant to an underwriting
agreement which provides that the underwriter shall assume some or all of such
expenses, or (ii) the Corporation on behalf of the Fund shall have adopted a
plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund
(or some other party) shall assume some or all of such expenses. You shall be
required to pay such of the foregoing sales expenses as are not required to be
paid by the
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<PAGE>
principal underwriter pursuant to the underwriting agreement or are
not permitted to be paid by the Fund (or some other party) pursuant to such a
plan.
6. Management Fee. For all services to be rendered, payments to be made
and costs to be assumed by you as provided in sections 3, 4 and 5 hereof, the
Corporation on behalf of the Fund shall pay you in United States Dollars on the
last day of each month the unpaid balance of a fee equal to the excess of 1/12
of 1 percent of the average daily net assets as defined below of the Fund for
such month over any compensation waived by you from time to time (as more fully
described below). You shall be entitled to receive during any month such interim
payments of your fee hereunder as you shall request, provided that no such
payment shall exceed 75 percent of the amount of your fee then accrued on the
books of the Fund and unpaid.
The "average daily net assets" of the Fund shall mean the average of
the values placed on the Fund's net assets as of 4:00 p.m. (New York time) on
each day on which the net asset value of the Fund is determined consistent with
the provisions of Rule 22c-1 under the 1940 Act or, if the Fund lawfully
determines the value of its net assets as of some other time on each business
day, as of such time. The value of the net assets of the Fund shall always be
determined pursuant to the applicable provisions of the Articles and the
Registration Statement. If the determination of net asset value does not take
place for any particular day, then for the purposes of this section 6, the value
of the net assets of the Fund as last determined shall be deemed to be the value
of its net assets as of 4:00 p.m. (New York time), or as of such other time as
the value of the net assets of the Fund's portfolio may be lawfully determined
on that day. If the Fund determines the value of the net assets of its portfolio
more than once on any day, then the last such determination thereof on that day
shall be deemed to be the sole determination thereof on that day for the
purposes of this section 6.
You may waive all or a portion of your fees provided for hereunder and
such waiver shall be treated as a reduction in purchase price of your services.
You shall be contractually bound hereunder by the terms of any publicly
announced waiver of your fee, or any limitation of the Fund's expenses, as if
such waiver or limitation were fully set forth herein.
7. Avoidance of Inconsistent Position; Services Not Exclusive. In
connection with purchases or sales of portfolio securities and other investments
for the account of the Fund, neither you nor any of your directors, officers or
employees shall act as a principal or agent or receive any commission. You or
your agent shall arrange for the placing of all orders for the purchase and sale
of portfolio securities and other investments for the Fund's account with
brokers or dealers selected by you in accordance with Fund policies as expressed
in the Registration Statement. If any occasion should arise in which you give
any advice to clients of yours concerning the Shares of the Fund, you shall act
solely as investment counsel for such clients and not in any way on behalf of
the Fund.
Your services to the Fund pursuant to this Agreement are not to be
deemed to be exclusive and it is understood that you may render investment
advice, management and services to others. In acting under this Agreement, you
shall be an independent contractor and not an agent of the Corporation. Whenever
the Fund and one or more other accounts or investment companies advised by the
Manager have available funds for investment, investments suitable and
appropriate for each shall be allocated in accordance with procedures believed
by the Manager to be equitable to each entity. Similarly, opportunities to sell
securities shall be allocated in a manner believed by the Manager to be
equitable.
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<PAGE>
The Fund recognizes that in some cases this procedure may adversely
affect the size of the position that may be acquired or disposed of for the
Fund.
8. Limitation of Liability of Manager. As an inducement to your
undertaking to render services pursuant to this Agreement, the Corporation
agrees that you shall not be liable under this Agreement for any error of
judgment or mistake of law or for any loss suffered by the Fund in connection
with the matters to which this Agreement relates, provided that nothing in this
Agreement shall be deemed to protect or purport to protect you against any
liability to the Corporation, the Fund or its shareholders to which you would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of your duties, or by reason of your reckless
disregard of your obligations and duties hereunder. Any person, even though also
employed by you, who may be or become an employee of and paid by the Fund shall
be deemed, when acting within the scope of his or her employment by the Fund, to
be acting in such employment solely for the Fund and not as your employee or
agent.
9. Duration and Termination of This Agreement. This Agreement shall
remain in force until September 30, 1999, and continue in force from year to
year thereafter, but only so long as such continuance is specifically approved
at least annually (a) by the vote of a majority of the Directors who are not
parties to this Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on such approval,
and (b) by the Directors of the Corporation, or by the vote of a majority of the
outstanding voting securities of the Fund. The aforesaid requirement that
continuance of this Agreement be "specifically approved at least annually" shall
be construed in a manner consistent with the 1940 Act and the rules and
regulations thereunder and any applicable SEC exemptive order therefrom.
This Agreement may be terminated with respect to the Fund at any time,
without the payment of any penalty, by the vote of a majority of the outstanding
voting securities of the Fund or by the Corporation's Board of Directors on 60
days' written notice to you, or by you on 60 days' written notice to the
Corporation. This Agreement shall terminate automatically in the event of its
assignment.
10. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought, and no amendment of this Agreement shall be
effective until approved in a manner consistent with the 1940 Act and rules and
regulations thereunder and any applicable SEC exemptive order therefrom.
11. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
In interpreting the provisions of this Agreement, the definitions
contained in Section 2(a) of the 1940 Act (particularly the definitions of
"affiliated person," "assignment" and "majority of the outstanding voting
securities"), as from time to time amended, shall be applied, subject, however,
to such exemptions as may be granted by the SEC by any rule, regulation or
order.
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<PAGE>
This Agreement shall be construed in accordance with the laws of the
State of Maryland, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, or in a manner which would cause the Fund to
fail to comply with the requirements of Subchapter M of the Code.
This Agreement shall supersede all prior investment advisory or
management agreements entered into between you and the Corporation on behalf of
the Fund.
If you are in agreement with the foregoing, please execute the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Corporation, whereupon this letter shall become a binding
contract effective as of the date of this Agreement.
Yours very truly,
SCUDDER INTERNATIONAL FUND, INC.,
on behalf of
Scudder International Growth and Income Fund
By: ______________________________
Vice President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS, INC.
By: ______________________________
Managing Director
7
SCUDDER INTERNATIONAL FUND, INC.
345 Park Avenue
New York, New York 10154
September 7, 1998
Scudder Investor Services, Inc.
Two International Place
Boston, Massachusetts 02110
Underwriting Agreement
----------------------
Dear Ladies and Gentlemen:
Scudder International Fund, Inc. (hereinafter called the "Fund") is a
Corporation organized under the laws of Maryland and is engaged in the business
of an investment company. The authorized capital of the Fund consists of shares
of capital stock, with par value of $0.01 per share ("Shares"), currently
divided into eight active series (each a "Series"). The Series and, if
applicable, the classes thereof to which this Agreement applies are included
under Schedule A. Shares may be divided into additional Series of the Fund and
the Series may be terminated from time to time. The Fund has selected you to act
as principal underwriter (as such term is defined in Section 2(a)(29) of the
Investment Company Act of 1940, as amended (the "1940 Act")) of the Shares and
you are willing to act as such principal underwriter and to perform the duties
and functions of underwriter in the manner and on the terms and conditions
hereinafter set forth. Accordingly, the Fund hereby agrees with you as follows:
1. Delivery of Documents. The Fund has furnished you with copies
properly certified or authenticated of each of the following:
(a) Articles of Amendment and Restatement of the Fund, dated
February 21, 1991, as amended to date.
<PAGE>
(b) By-Laws of the Fund as in effect on the date hereof.
(c) Resolutions of the Board of Directors of the Fund selecting
you as principal underwriter and approving this form of
Agreement.
The Fund will furnish you from time to time with copies, properly
certified or authenticated, of all amendments of or supplements to the
foregoing, if any.
The Fund will furnish you promptly with properly certified or
authenticated copies of any registration statement filed by it with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
(the "1933 Act") or the 1940 Act, together with any financial statements and
exhibits included therein, and all amendments or supplements thereto hereafter
filed.
2. Registration and Sale of Additional Shares. The Fund will from time
to time use its best efforts to register under the 1933 Act such number of
Shares not already so registered as you may reasonably be expected to sell on
behalf of the Fund. You and the Fund will cooperate in taking such action as may
be necessary from time to time to comply with requirements applicable to the
sale of Shares by you or the Fund in any states mutually agreeable to you and
the Fund, and to maintain such compliance. This Agreement relates to the issue
and sale of Shares that are duly authorized and registered under the 1933 Act
and available for sale by the Fund, including redeemed or repurchased Shares if
and to the extent that they may be legally sold and if, but only if, the Fund
sees fit to sell them.
3. Sale of Shares. Subject to the provisions of paragraphs 5 and 7
hereof and to such minimum purchase requirements as may from time to time be
currently indicated in the Fund's prospectus or statement of additional
information, you are authorized to sell as agent on behalf of the Fund Shares
authorized for issue and registered under the 1933 Act. You may also purchase as
principal Shares for resale to the public. Such sales will be made by you on
behalf of the Fund by accepting unconditional orders to purchase Shares placed
with you by investors and such purchases will be made by you only after
acceptance by you of such orders. The sales price to the public of Shares shall
be the public offering price as defined in paragraph 6 hereof.
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<PAGE>
4. Solicitation of Orders. You will use your best efforts (but only in
states in which you may lawfully do so) to obtain from investors unconditional
orders for Shares authorized for issue by the Funds and registered under the
1933 Act, provided that you may in your discretion refuse to accept orders for
Shares from any particular applicant.
5. Sale of Shares by the Fund. Unless you are otherwise notified by the
Fund, any right granted to you to accept orders for Shares or to make sales on
behalf of the Fund or to purchase Shares for resale will not apply to (i) Shares
issued in connection with the merger or consolidation of any other investment
company with the Fund or its acquisition, by purchase or otherwise, of all or
substantially all of the assets of any investment company or substantially all
the outstanding shares of any such company, and (ii) to Shares that may be
offered by the Fund to shareholders of the Fund by virtue of their being such
shareholders.
6. Public Offering Price. All Shares sold to investors by you will be
sold at the public offering price. The public offering price for all accepted
subscriptions will be the net asset value per Share, determined, in the manner
provided in the Fund's registration statements as from time to time in effect
under the 1933 Act and the 1940 Act, next after the order is accepted by you.
7. Suspension of Sales. If and whenever the determination of net asset
value is suspended and until such suspension is terminated, no further orders
for Shares shall be accepted by you except unconditional orders placed with you
before you had knowledge of the suspension. In addition, the Fund reserves the
right to suspend sales and your authority to accept orders for Shares on behalf
of the Fund if, in the judgment of a majority of the Board of Directors or a
majority of the Executive Committee of such Board, if such body exists, it is in
the best interests of the Fund to do so, such suspension to continue for such
period as may be determined by such majority; and in that event, no Shares will
be sold by you on behalf of the Fund while such suspension remains in effect
except for Shares necessary to cover unconditional orders accepted by you before
you had knowledge of the suspension.
8. Portfolio Securities. Portfolio securities of any Series of the Fund
may be bought or sold by or through you and you may participate directly or
indirectly in brokerage commissions or
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<PAGE>
"spread" in respect of transactions in portfolio securities of any Series of the
Fund; provided, however, that all sums of money received by you as a result of
such purchases and sales or as a result of such participation must, after
reimbursement of your actual expenses in connection with such activity, be paid
over by you to or for the benefit of the Fund.
9. Expenses. (a) The Fund will pay (or will enter into arrangements
providing that others than you will pay) all fees and expenses:
(1) in connection with the preparation, setting in type and filing
of any registration statement (including a prospectus and
statement of additional information) under the 1933 Act or the
1940 Act, or both, and any amendments or supplements thereto
that may be made from time to time;
(2) in connection with the registration and qualification of
Shares for sale, or compliance with other conditions
applicable to the sale of Shares in the various jurisdictions
in which the Fund shall determine it advisable to sell such
Shares (including registering the Fund as a broker or dealer
or any officer of the Fund or other person as agent or
salesman of the Fund in any such jurisdictions);
(3) of preparing, setting in type, printing and mailing any
notice, proxy statement, report, prospectus or other
communication to shareholders of the Fund in their capacity as
such;
(4) of preparing, setting in type, printing and mailing
prospectuses annually, and any supplements thereto, to
existing shareholders;
(5) in connection with the issue and transfer of Shares resulting
from the acceptance by you of orders to purchase Shares placed
with you by investors, including the expenses of printing and
mailing confirmations of such purchase orders and the expenses
of printing and mailing a prospectus included with the
confirmation of such orders;
(6) of any issue taxes or any initial transfer taxes;
(7) of WATS (or equivalent) telephone lines other than the portion
allocated to you in this paragraph 9;
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<PAGE>
(8) of wiring funds in payment of Share purchases or in
satisfaction of redemption or repurchase requests, unless such
expenses are paid for by the investor or shareholder who
initiates the transaction;
(9) of the cost of printing and postage of business reply
envelopes sent to Fund shareholders;
(10) of one or more CRT terminals connected with the computer
facilities of the transfer agent other than the portion
allocated to you in this paragraph 9;
(11) permitted to be paid or assumed by the Fund pursuant to a plan
("12b-1 Plan"), if any, adopted by the Fund in conformity with
the requirements of Rule 12b-1 under the 1940 Act ("Rule
12b-1") or any successor rule, notwithstanding any other
provision to the contrary herein;
(12) of the expense of setting in type, printing and postage of the
periodic newsletter to shareholders other than the portion
allocated to you in this paragraph 9; and
(13) of the salaries and overhead of persons employed by you as
shareholder representatives other than the portion allocated
to you in this paragraph 9.
b) You shall pay or arrange for the payment of all fees and
expenses:
(1) of printing and distributing any prospectuses or reports
prepared for your use in connection with the offering of
Shares to the public;
(2) of preparing, setting in type, printing and mailing any other
literature used by you in connection with the offering of
Shares to the public;
(3) of advertising in connection with the offering of Shares to
the public;
(4) incurred in connection with your registration as a broker or
dealer or the registration or qualification of your officers,
directors, agents or representatives under Federal and state
laws;
(5) of that portion of WATS (or equivalent) telephone lines,
allocated to you on the basis of use by investors (but not
shareholders) who request information or prospectuses;
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<PAGE>
(6) of that portion of the expenses of setting in type, printing
and postage of the periodic newsletter to shareholders
attributable to promotional material included in such
newsletter at your request concerning investment companies
other than the Fund or concerning the Fund to the extent you
are required to assume the expense thereof pursuant to
paragraph 9(b)(8), except such material which is limited to
information, such as listings of other investment companies
and their investment objectives, given in connection with the
exchange privilege as from time to time described in the
Fund's prospectus;
(7) of that portion of the salaries and overhead of persons
employed by you as shareholder representatives attributable to
the time spent by such persons in responding to requests from
prospective investors and shareholders for information about
the Fund;
(8) of any activity which is primarily intended to result in the
sale of Shares, unless a 12b-1 Plan shall be in effect which
provides that the Fund shall bear some or all of such
expenses, in which case the Fund shall bear such expenses in
accordance with such Plan; and
(9) of that portion of one or more CRT terminals connected with
the computer facilities of the transfer agent attributable to
your use of such terminal(s) to gain access to such of the
transfer agent's records as also serve as your records.
Expenses which are to be allocated between you and the Fund shall be
allocated pursuant to reasonable procedures or formulae mutually agreed upon
from time to time, which procedures or formulae shall to the extent practicable
reflect studies of relevant empirical data.
10. Conformity with Law. You agree that in selling Shares you will duly
conform in all respects with the laws of the United States and any state in
which Shares may be offered for sale by you pursuant to this Agreement and to
the rules and regulations of the National Association of Securities Dealers,
Inc., of which you are a member.
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11. Independent Contractor. You shall be an independent contractor and
neither you nor any of your officers or employees is or shall be an employee of
the Fund in the performance of your duties hereunder. You shall be responsible
for your own conduct and the employment, control and conduct of your agents and
employees and for injury to such agents or employees or to others through your
agents or employees. You assume full responsibility for your agents and
employees under applicable statutes and agree to pay all employee taxes
thereunder.
12. Indemnification. You agree to indemnify and hold harmless the Fund
and each of its Director and officers and each person, if any, who controls the
Fund within the meaning of Section 15 of the 1933 Act, against any and all
losses, claims, damages, liabilities or litigation (including legal and other
expenses) to which the Fund or such Directors, officers, or controlling person
may become subject under such Act, under any other statute, at common law or
otherwise, arising out of the acquisition of any Shares by any person which (i)
may be based upon any wrongful act by you or any of your employees or
representatives, or (ii) may be based upon any untrue statement or alleged
untrue statement of a material fact contained in a registration statement
(including a prospectus or statement of additional information) covering Shares
or any amendment thereof or supplement thereto or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statement therein not misleading if such statement or
omission was made in reliance upon information furnished to the Fund by you, or
(iii) may be incurred or arise by reason of your acting as the Fund's agent
instead of purchasing and reselling Shares as principal in distributing the
Shares to the public, provided, however, that in no case (i) is your indemnity
in favor of a Director or officer or any other person deemed to protect such
Director or officer or other person against any liability to which any such
person would otherwise be subject by reason of willful misfeasance, bad faith,
or gross negligence in the performance of his duties or by reason of his
reckless disregard of obligations and duties under this Agreement or (ii) are
you to be liable under your indemnity agreement contained in this paragraph with
respect to any claim made against the Fund or any person indemnified unless the
Fund or such person, as the case may be, shall have notified you in writing
within a reasonable time after the summons or other first legal process giving
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information of the nature of the claims shall have been served upon the Fund or
upon such person (or after the Fund or such person shall have received notice of
such service on any designated agent), but failure to notify you of any such
claim shall not relieve you from any liability which you may have to the Fund or
any person against whom such action is brought otherwise than on account of your
indemnity agreement contained in this paragraph. You shall be entitled to
participate, at your own expense, in the defense, or, if you so elect, to assume
the defense of any suit brought to enforce any such liability, but if you elect
to assume the defense, such defense shall be conducted by counsel chosen by you
and satisfactory to the Fund, to its officers and Directors, or to any
controlling person or persons, defendant or defendants in the suit. In the event
that you elect to assume the defense of any such suit and retain such counsel,
the Fund, such officers and Directors or controlling person or persons,
defendant or defendants in the suit shall bear the fees and expenses of any
additional counsel retained by them, but, in case you do not elect to assume the
defense of any such suit, you will reimburse the Fund, such officers and
Directors or controlling person or persons, defendant or defendants in such suit
for the reasonable fees and expenses of any counsel retained by them. You agree
promptly to notify the Fund of the commencement of any litigation or proceedings
against it in connection with the issue and sale of any Shares.
The Fund agrees to indemnify and hold harmless you and each of your
directors and officers and each person, if any, who controls you within the
meaning of Section 15 of the 1933 Act, against any and all losses, claims,
damages, liabilities or litigation (including legal and other expenses) to which
you or such directors, officers or controlling person may become subject under
such Act, under any other statute, at common law or otherwise, arising out of
the acquisition of any Shares by any person which (i) may be based upon any
wrongful act by the Fund or any of its employees or representatives, or (ii) may
be based upon any untrue statement or alleged untrue statement of a material
fact contained in a registration statement (including a prospectus or statement
of additional information) covering Shares or any amendment thereof or
supplement thereto or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading if such statement or omission was made in reliance upon
8
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information furnished to you by the Fund; provided, however, that in no case (i)
is the Fund's indemnity in favor of you, a director or officer or any other
person deemed to protect you, such director or officer or other person against
any liability to which any such person would otherwise be subject by reason of
willful misfeasance, bad faith, or gross negligence in the performance of his
duties or by reason of his reckless disregard of obligations and duties under
this Agreement or (ii) is the Fund to be liable under its indemnity agreement
contained in this paragraph with respect to any claims made against you or any
such director, officer or controlling person unless you or such director,
officer or controlling person, as the case may be, shall have notified the Fund
in writing within a reasonable time after the summons or other first legal
process giving information of the nature of the claim shall have been served
upon you or upon such director, officer or controlling person (or after you or
such director, officer or controlling person shall have received notice of such
service on any designated agent), but failure to notify the Fund of any such
claim shall not relieve it from any liability which it may have to the person
against whom such action is brought otherwise than on account of its indemnity
agreement contained in this paragraph. The Fund will be entitled to participate
at its own expense in the defense, or, if it so elects, to assume the defense of
any suit brought to enforce any such liability, but if the Fund elects to assume
the defense, such defense shall be conducted by counsel chosen by it and
satisfactory to you, your directors, officers, or controlling person or persons,
defendant or defendants in the suit. In the event that the Fund elects to assume
the defense of any such suit and retain such counsel, you, your directors,
officers or controlling person or persons, defendant or defendants in the suit,
shall bear the fees and expenses of any additional counsel retained by them,
but, in case the Fund does not elect to assume the defense of any such suit, it
will reimburse you or such directors, officers or controlling person or persons,
defendant or defendants in the suit, for the reasonable fees and expenses of any
counsel retained by them. The Fund agrees promptly to notify you of the
commencement of any litigation or proceedings against it or any of its officers
or directors in connection with the issuance or sale of any Shares.
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13. Authorized Representations. The Fund is not authorized to give any
information or to make any representations on behalf of you other than the
information and representations contained in a registration statement (including
a prospectus or statement of additional information) covering Shares, as such
registration statement and prospectus may be amended or supplemented from time
to time.
You are not authorized to give any information or to make any
representations on behalf of the Fund or in connection with the sale of Shares
other than the information and representations contained in a registration
statement (including a prospectus or statement of additional information)
covering Shares, as such registration statement may be amended or supplemented
from time to time. No person other than you is authorized to act as principal
underwriter (as such term is defined in the 1940 Act) for the Fund.
14. Duration and Termination of this Agreement. This Agreement shall
become effective upon the date first written above and will remain in effect
until September 30, 1999 and from year to year thereafter, but only so long as
such continuance is specifically approved at least annually by the vote of a
majority of the Directors who are not interested persons of you or of the Fund,
cast in person at a meeting called for the purpose of voting on such approval,
and by vote of the Board of Directors or of a majority of the outstanding voting
securities of the Fund. This Agreement may, on 60 days' written notice, be
terminated at any time without the payment of any penalty, by the Board of
Directors of the Fund, by a vote of a majority of the outstanding voting
securities of the Fund, or by you. This Agreement will automatically terminate
in the event of its assignment. In interpreting the provisions of this paragraph
14, the definitions contained in Section 2(a) of the 1940 Act (particularly the
definitions of "interested person", "assignment" and "majority of the
outstanding voting securities"), as modified by any applicable order of the
Securities and Exchange Commission, shall be applied.
15. Amendment of this Agreement. No provisions of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. If the Fund
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should at any time deem it necessary or advisable in the best interests of the
Fund that any amendment of this Agreement be made in order to comply with the
recommendations or requirements of the Securities and Exchange Commission or
other governmental authority or to obtain any advantage under state or federal
tax laws and should notify you of the form of such amendment, and the reasons
therefor, and if you should decline to assent to such amendment, the Fund may
terminate this Agreement forthwith. If you should at any time request that a
change be made in the Fund's Articles of Incorporation or By-laws or in its
methods of doing business, in order to comply with any requirements of federal
law or regulations of the Securities and Exchange Commission or of a national
securities association of which you are or may be a member relating to the sale
of shares of the Fund, and the Fund should not make such necessary change within
a reasonable time, you may terminate this Agreement forthwith.
16. Termination of Prior Agreements. This Agreement upon its
effectiveness terminates and supersedes all prior underwriting contracts between
the parties.
17. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
The name "Scudder International Fund, Inc. is the designation of the
Directors for the time being under Articles of Amendment and Restatement of the
Fund, dated February 21, 1991, as amended from time to time, and all persons
dealing with the Fund must look solely to the property of the Fund for the
enforcement of any claims against the Fund, as neither the Directors, officers,
agents or shareholders assume any personal liability for obligations entered
into on behalf of the Fund.
If you are in agreement with the foregoing, please sign the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Fund, whereupon this letter shall become a binding contract.
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Very truly yours,
SCUDDER INTERNATIONAL FUND, INC.
By:
----------------------------------------
Thomas F. McDonough
Vice President
The foregoing agreement is hereby accepted as of the foregoing date
thereof.
SCUDDER INVESTOR SERVICES, INC.
By:
----------------------------------------
Daniel Pierce
Vice President
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Schedule A
Scudder Emerging Markets Growth Fund
Scudder Greater Europe Growth Fund
Scudder International Fund (International Shares and Barrett Shares)
Scudder International Growth and Income Fund
Scudder International Growth Fund
Scudder International Value Fund
Scudder Latin America Fund
Scudder Pacific Opportunities Fund
13
