Filed electronically with the Securities and Exchange
Commission on February 5, 1998
File No. 2-14400
File No. 811-642
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
------
Post-Effective Amendment No. 60
------
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 40
------
Scudder International Fund, Inc.
--------------------------------
(Exact Name of Registrant as Specified in Charter)
345 Park Avenue, New York, NY 10154
-----------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (617) 295-2567
Thomas F. McDonough
Scudder Kemper Investments, Inc.
Two International Place, Boston, MA 02110-4103
----------------------------------------------
(Name and Address of Agent for Service)
It is proposed that this filing will become effective
immediately upon filing pursuant to paragraph (b)
--------
on ________________________ pursuant to paragraph (b)
--------
X 60 days after filing pursuant to paragraph (a)(i)
--------
on ________________ pursuant to paragraph (a)(i)
--------
75 days after filing pursuant to paragraph (a)(ii)
--------
on ____________________ pursuant to paragraph (a)(ii) of Rule 485
--------
If appropriate, check the following:
this post-effective amendment designates a new effective date
-------- for a previously filed post-effective amendment
<PAGE>
SCUDDER INTERNATIONAL FUND, INC.
SCUDDER LATIN AMERICA FUND
CROSS-REFERENCE SHEET
Items Required By Form N-1A
---------------------------
<TABLE>
<CAPTION>
PART A
- ------
Item No. Item Caption Prospectus Caption
-------- ------------ ------------------
<S> <C> <C>
1. Cover Page COVER PAGE
2. Synopsis EXPENSE INFORMATION
3. Condensed Financial FINANCIAL HIGHLIGHTS
Information DISTRIBUTION AND PERFORMANCE INFORMATION
4. General Description of INVESTMENT OBJECTIVE AND POLICIES
Registrant WHY INVEST IN THE FUND?
LATIN AMERICAN INVESTMENT EXPERIENCE
ADDITIONAL INFORMATION ABOUT POLICIES AND
INVESTMENTS
FUND ORGANIZATION
5. Management of the Fund FINANCIAL HIGHLIGHTS
A MESSAGE FROM SCUDDER'S CHAIRMAN
FUND ORGANIZATION--Investment adviser, Transfer agent
SHAREHOLDER BENEFITS--A team approach to investing
DIRECTORS AND OFFICERS
5A. Management's Discussion of NOT APPLICABLE
Fund Performance
6. Capital Stock and Other DISTRIBUTION AND PERFORMANCE INFORMATION--
Securities Dividends and capital gains distributions
FUND ORGANIZATION
TRANSACTION INFORMATION--Tax Information
SHAREHOLDER BENEFITS--SAIL(TM)--Scudder Automated
Information Line, Dividend reinvestment plan, T.D.D.
service for the hearing impaired
HOW TO CONTACT SCUDDER
7. Purchase of Securities Being PURCHASES
Offered FUND ORGANIZATION--Underwriter
TRANSACTION
INFORMATION--Purchasing shares, Share price,
Processing time, Minimum balances,
Third party transactions
SHAREHOLDER BENEFITS--Dividend reinvestment plan
SCUDDER TAX-ADVANTAGED RETIREMENT PLANS
INVESTMENT PRODUCTS AND SERVICES
8. Redemption or Repurchase EXCHANGES AND REDEMPTIONS
TRANSACTION INFORMATION--Redeeming shares, Tax identification
number, Minimum balances
9. Pending Legal Proceedings NOT APPLICABLE
Cross Reference - Page 1
<PAGE>
SCUDDER LATIN AMERICA FUND
(continued)
PART B
- ------
Caption in Statement of
Item No. Item Caption Additional Information
-------- ------------ ----------------------
10. Cover Page COVER PAGE
11. Table of Contents TABLE OF CONTENTS
12. General Information and History FUND ORGANIZATION
13. Investment Objectives and THE FUND'S INVESTMENT OBJECTIVE AND POLICIES
Policies PORTFOLIO TRANSACTIONS--Brokerage Commissions,
Portfolio Turnover
14. Management of the Fund INVESTMENT ADVISER
DIRECTORS AND OFFICERS
REMUNERATION
15. Control Persons and Principal DIRECTORS AND OFFICERS
Holders of Securities
16. Investment Advisory and Other INVESTMENT ADVISER
Services DISTRIBUTOR
ADDITIONAL INFORMATION--Experts, Other Information
17. Brokerage Allocation PORTFOLIO TRANSACTIONS--Brokerage Commissions,
and Other Practices Portfolio Turnover
18. Capital Stock and Other FUND ORGANIZATION
Securities DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
19. Purchase, Redemption and PURCHASES
Pricing of Securities Being EXCHANGES AND REDEMPTIONS
Offered FEATURES AND SERVICES OFFERED BY THE FUND--
Dividend and Capital Gain Distribution Options
SPECIAL PLAN ACCOUNTS
NET ASSET VALUE
20. Tax Status DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
TAXES
21. Underwriters DISTRIBUTOR
22. Calculation of PERFORMANCE INFORMATION
Performance Data
23. Financial Statements FINANCIAL STATEMENTS
Cross Reference - page 2
<PAGE>
SCUDDER INTERNATIONAL FUND, INC.
SCUDDER PACIFIC OPPORTUNITIES FUND
CROSS-REFERENCE SHEET
Items Required By Form N-1A
---------------------------
PART A
- ------
Item No. Item Caption Prospectus Caption
-------- ------------ ------------------
1. Cover Page COVER PAGE
2. Synopsis EXPENSE INFORMATION
3. Condensed Financial FINANCIAL HIGHLIGHTS
Information DISTRIBUTION AND PERFORMANCE INFORMATION
4. General Description of INVESTMENT OBJECTIVE AND POLICIES
Registrant WHY INVEST IN THE FUND?
INTERNATIONAL INVESTMENT EXPERIENCE
ADDITIONAL INFORMATION ABOUT POLICIES AND INVESTMENTS
FUND ORGANIZATION
5. Management of the Fund FINANCIAL HIGHLIGHTS
A MESSAGE FROM SCUDDER'S CHAIRMAN
FUND ORGANIZATION--Investment adviser, Transfer agent
SHAREHOLDER BENEFITS--A team approach to investing
DIRECTORS AND OFFICERS
5A. Management's Discussion NOT APPLICABLE
of Fund Performance
6. Capital Stock and Other DISTRIBUTION AND PERFORMANCE INFORMATION--
Securities Dividends and capital gains distributions
FUND ORGANIZATION
TRANSACTION INFORMATION--Tax Information
SHAREHOLDER BENEFITS--SAIL(TM)--Scudder Automated
Information Line, Dividend reinvestment plan, T.D.D.
service for the hearing impaired
HOW TO CONTACT SCUDDER
7. Purchase of Securities PURCHASES
Being Offered FUND ORGANIZATION--Underwriter
TRANSACTION INFORMATION--Purchasing shares, Share price,
Processing time, Minimum balances, Third party transactions
SHAREHOLDER BENEFITS--Dividend reinvestment plan
SCUDDER TAX-ADVANTAGED RETIREMENT PLANS
INVESTMENT PRODUCTS AND SERVICES
8. Redemption or EXCHANGES AND REDEMPTIONS
Repurchase TRANSACTION INFORMATION--Redeeming shares, Tax
identification number, Minimum balances
9. Pending Legal NOT APPLICABLE
Proceedings
Cross Reference - Page 3
<PAGE>
SCUDDER PACIFIC OPPORTUNITIES FUND
(continued)
PART B
- ------
Caption in Statement of
Item No. Item Caption Additional Information
-------- ------------ ----------------------
10. Cover Page COVER PAGE
11. Table of Contents TABLE OF CONTENTS
12. General Information and History FUND ORGANIZATION
13. Investment Objectives and THE FUND'S INVESTMENT OBJECTIVE AND POLICIES
Policies PORTFOLIO TRANSACTIONS--Brokerage Commissions,
Portfolio Turnover
14. Management of the Fund INVESTMENT ADVISER
DIRECTORS AND OFFICERS
REMUNERATION
15. Control Persons and Principal DIRECTORS AND OFFICERS
Holders of Securities
16. Investment Advisory and Other INVESTMENT ADVISER
Services DISTRIBUTOR
ADDITIONAL INFORMATION--Experts, Other Information
17. Brokerage Allocation PORTFOLIO TRANSACTIONS--Brokerage Commissions,
and Other Practices Portfolio Turnover
18. Capital Stock and Other FUND ORGANIZATION
Securities DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
19. Purchase, Redemption and PURCHASES
Pricing of Securities Being EXCHANGES AND REDEMPTIONS
Offered FEATURES AND SERVICES OFFERED BY THE FUND--
Dividend and Capital Gain Distribution Options
SPECIAL PLAN ACCOUNTS
NET ASSET VALUE
20. Tax Status DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
TAXES
21. Underwriters DISTRIBUTOR
22. Calculation of PERFORMANCE INFORMATION
Performance Data
23. Financial Statements FINANCIAL STATEMENTS
Cross Reference - Page 4
<PAGE>
SCUDDER INTERNATIONAL FUND, INC.
SCUDDER GREATER EUROPE GROWTH FUND
CROSS-REFERENCE SHEET
Items Required By Form N-1A
---------------------------
PART A
- ------
Item No. Item Caption Prospectus Caption
-------- ------------ ------------------
1. Cover Page COVER PAGE
2. Synopsis EXPENSE INFORMATION
3. Condensed Financial FINANCIAL HIGHLIGHTS
Information DISTRIBUTION AND PERFORMANCE INFORMATION
4. General Description of INVESTMENT OBJECTIVE AND POLICIES
Registrant WHY INVEST IN THE FUND?
INTERNATIONAL INVESTMENT EXPERIENCE
ADDITIONAL INFORMATION ABOUT POLICIES AND INVESTMENTS
RISK CONSIDERATIONS
FUND ORGANIZATION
5. Management of the Fund FINANCIAL HIGHLIGHTS
A MESSAGE FROM SCUDDER'S CHAIRMAN
FUND ORGANIZATION--Investment adviser, Transfer agent
SHAREHOLDER BENEFITS--A team approach to investing
DIRECTORS AND OFFICERS
5A. Management's Discussion of NOT APPLICABLE
Fund Performance
6. Capital Stock and Other DISTRIBUTION AND PERFORMANCE INFORMATION--Dividends and capital
Securities gains distributions
FUND ORGANIZATION
TRANSACTION INFORMATION--Tax information
SHAREHOLDER BENEFITS--SAIL(TM)--Scudder Automated Information Line,
Dividend reinvestment plan, T.D.D. service for the hearing
impaired
HOW TO CONTACT SCUDDER
7. Purchase of Securities Being PURCHASES
Offered FUND ORGANIZATION--Underwriter
TRANSACTION INFORMATION--Purchasing shares,
Share price, Processing time, Minimum balances, Third party
transactions
SHAREHOLDER BENEFITS--Dividend reinvestment plan
SCUDDER TAX-ADVANTAGED RETIREMENT PLANS
INVESTMENT PRODUCTS AND SERVICES
8. Redemption or Repurchase EXCHANGES AND REDEMPTIONS
TRANSACTION INFORMATION--Redeeming shares, Tax
identification number, Minimum balances
9. Pending Legal Proceedings NOT APPLICABLE
Cross Reference - page 5
<PAGE>
SCUDDER GREATER EUROPE GROWTH FUND
(continued)
PART B
- ------
Caption in Statement of
Item No. Item Caption Additional Information
-------- ------------ ----------------------
10. Cover Page COVER PAGE
11. Table of Contents TABLE OF CONTENTS
12. General Information and History FUND ORGANIZATION
13. Investment Objectives and THE FUNDS' INVESTMENT OBJECTIVE AND POLICIES
Policies PORTFOLIO TRANSACTIONS -- Brokerage Commissions,
Portfolio Turnover
14. Management of the Fund INVESTMENT ADVISER
DIRECTORS AND OFFICERS
REMUNERATION
15. Control Persons and Principal DIRECTORS AND OFFICERS
Holders of Securities
16. Investment Advisory and Other INVESTMENT ADVISER
Services DISTRIBUTOR
ADDITIONAL INFORMATION--Experts, Other Information
17. Brokerage Allocation PORTFOLIO TRANSACTIONS--Brokerage Commissions,
and Other Practices Portfolio Turnover
18. Capital Stock and Other FUND ORGANIZATION
Securities DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
19. Purchase, Redemption and PURCHASES
Pricing of Securities Being EXCHANGES AND REDEMPTIONS
Offered FEATURES AND SERVICES OFFERED BY THE FUND--Dividend and Capital
Gain Distribution Options
SPECIAL PLAN ACCOUNTS
NET ASSET VALUE
20. Tax Status DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
TAXES
21. Underwriters DISTRIBUTOR
22. Calculation of PERFORMANCE INFORMATION
Performance Data
23. Financial Statements FINANCIAL STATEMENTS
Cross Reference - Page 6
<PAGE>
SCUDDER INTERNATIONAL FUND, INC.
SCUDDER EMERGING MARKETS GROWTH FUND
CROSS-REFERENCE SHEET
Items Required By Form N-1A
---------------------------
PART A
- ------
Item No. Item Caption Prospectus Caption
-------- ------------ ------------------
1. Cover Page COVER PAGE
2. Synopsis EXPENSE INFORMATION
3. Condensed Financial NOT APPLICABLE
Information
4. General Description of INVESTMENT OBJECTIVE AND POLICIES
Registrant WHY INVEST IN THE FUND?
INTERNATIONAL INVESTMENT EXPERIENCE
ADDITIONAL INFORMATION ABOUT POLICIES AND INVESTMENTS
RISK CONSIDERATIONS
FUND ORGANIZATION
5. Management of the Fund A MESSAGE FROM SCUDDER'S CHAIRMAN
FUND ORGANIZATION--Investment adviser, Transfer agent
SHAREHOLDER BENEFITS--A team approach to investing
DIRECTORS AND OFFICERS
5A. Management's Discussion of NOT APPLICABLE
Fund Performance
6. Capital Stock and Other DISTRIBUTION AND PERFORMANCE INFORMATION--Dividends and capital
Securities gains distributions
FUND ORGANIZATION
TRANSACTION INFORMATION--Tax information
SHAREHOLDER BENEFITS--SAIL(TM)--Scudder Automated Information Line,
Dividend reinvestment plan, T.D.D. service for the hearing
impaired
HOW TO CONTACT SCUDDER
7. Purchase of Securities Being PURCHASES
Offered FUND ORGANIZATION--Underwriter
TRANSACTION INFORMATION--Purchasing shares, Share price,
Processing time, Minimum balances, Third party
transactions
SHAREHOLDER BENEFITS--Dividend reinvestment plan
SCUDDER TAX-ADVANTAGED RETIREMENT PLANS
INVESTMENT PRODUCTS AND SERVICES
8. Redemption or Repurchase EXCHANGES AND REDEMPTIONS
TRANSACTION INFORMATION--Redeeming shares, Tax
identification number, Minimum balances
9. Pending Legal Proceedings NOT APPLICABLE
Cross Reference - Page 7
<PAGE>
SCUDDER EMERGING MARKETS GROWTH FUND
(continued)
PART B
- ------
Caption in Statement of
Item No. Item Caption Additional Information
-------- ------------ ----------------------
10. Cover Page COVER PAGE
11. Table of Contents TABLE OF CONTENTS
12. General Information and History FUND ORGANIZATION
13. Investment Objectives and THE FUNDS' INVESTMENT OBJECTIVE AND POLICIES
Policies PORTFOLIO TRANSACTIONS -- Brokerage Commissions, Portfolio
Turnover
14. Management of the Fund INVESTMENT ADVISER
DIRECTORS AND OFFICERS
REMUNERATION
15. Control Persons and Principal DIRECTORS AND OFFICERS
Holders of Securities
16. Investment Advisory and Other INVESTMENT ADVISER
Services DISTRIBUTOR
ADDITIONAL INFORMATION--Experts, Other Information
17. Brokerage Allocation PORTFOLIO TRANSACTIONS--Brokerage Commissions,
and Other Practices Portfolio Turnover
18. Capital Stock and Other FUND ORGANIZATION
Securities DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
19. Purchase, Redemption and PURCHASES
Pricing of Securities Being EXCHANGES AND REDEMPTIONS
Offered FEATURES AND SERVICES OFFERED BY THE FUND--
Dividend and Capital Gain Distribution Options
SPECIAL PLAN ACCOUNTS
NET ASSET VALUE
20. Tax Status DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
TAXES
21. Underwriters DISTRIBUTOR
22. Calculation of PERFORMANCE INFORMATION
Performance Data
23. Financial Statements FINANCIAL STATEMENTS
Cross Reference - Page 8
<PAGE>
SCUDDER INTERNATIONAL FUND, INC.
SCUDDER INTERNATIONAL GROWTH AND INCOME FUND
CROSS-REFERENCE SHEET
Items Required By Form N-1A
---------------------------
PART A
- ------
Item No. Item Caption Prospectus Caption
-------- ------------ ------------------
1. Cover Page COVER PAGE
2. Synopsis EXPENSE INFORMATION
3. Condensed Financial NOT APPLICABLE
Information
4. General Description of INVESTMENT OBJECTIVE AND POLICIES
Registrant INVESTMENT PROCESS
WHY INVEST IN THE FUND?
INTERNATIONAL INVESTMENT EXPERIENCE
ADDITIONAL INFORMATION ABOUT POLICIES AND INVESTMENTS
RISK CONSIDERATIONS
FUND ORGANIZATION
5. Management of the Fund A MESSAGE FROM SCUDDER'S CHAIRMAN
FUND ORGANIZATION--Investment adviser, Transfer agent
SHAREHOLDER BENEFITS--A team approach to investing
DIRECTORS AND OFFICERS
5A. Management's Discussion of NOT APPLICABLE
Fund Performance
6. Capital Stock and Other DISTRIBUTION AND PERFORMANCE INFORMATION--Dividends and capital
Securities gains distributions
FUND ORGANIZATION
TRANSACTION INFORMATION--Tax information
SHAREHOLDER BENEFITS--SAIL(TM)--Scudder Automated Information Line,
Dividend reinvestment plan, T.D.D. service for the hearing
impaired
HOW TO CONTACT SCUDDER
7. Purchase of Securities Being PURCHASES
Offered FUND ORGANIZATION--Underwriter
TRANSACTION INFORMATION--Purchasing shares, Share price,
Processing time, Minimum balances, Third party transactions
SHAREHOLDER BENEFITS--Dividend reinvestment plan
SCUDDER TAX-ADVANTAGED RETIREMENT PLANS
INVESTMENT PRODUCTS AND SERVICES
8. Redemption or Repurchase EXCHANGES AND REDEMPTIONS
TRANSACTION INFORMATION--Redeeming shares, Tax identification
number, Minimum balances
9. Pending Legal Proceedings NOT APPLICABLE
Cross Reference - Page 9
<PAGE>
SCUDDER INTERNATIONAL GROWTH AND INCOME FUND
(continued)
PART B
- ------
Caption in Statement of
Item No. Item Caption Additional Information
-------- ------------ ----------------------
10. Cover Page COVER PAGE
11. Table of Contents TABLE OF CONTENTS
12. General Information and History FUND ORGANIZATION
13. Investment Objectives and THE FUNDS' INVESTMENT OBJECTIVE AND POLICIES
Policies PORTFOLIO TRANSACTIONS -- Brokerage Commissions,
Portfolio Turnover
14. Management of the Fund INVESTMENT ADVISER
DIRECTORS AND OFFICERS
REMUNERATION
15. Control Persons and Principal DIRECTORS AND OFFICERS
Holders of Securities
16. Investment Advisory and Other INVESTMENT ADVISER
Services DISTRIBUTOR
ADDITIONAL INFORMATION--Experts, Other Information
17. Brokerage Allocation PORTFOLIO TRANSACTIONS--Brokerage Commissions,
and Other Practices Portfolio Turnover
18. Capital Stock and Other FUND ORGANIZATION
Securities DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
19. Purchase, Redemption and PURCHASES
Pricing of Securities Being EXCHANGES AND REDEMPTIONS
Offered FEATURES AND SERVICES OFFERED BY THE FUND-- Dividend and Capital
Gain Distribution Options
SPECIAL PLAN ACCOUNTS
NET ASSET VALUE
20. Tax Status DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
TAXES
21. Underwriters DISTRIBUTOR
22. Calculation of PERFORMANCE INFORMATION
Performance Data
23. Financial Statements FINANCIAL STATEMENTS
Cross Reference - Page 10
<PAGE>
SCUDDER INTERNATIONAL FUND, INC.
SCUDDER INTERNATIONAL FUND
CROSS-REFERENCE SHEET
Items Required By Form N-1A
---------------------------
PART A
- ------
Item No. Item Caption Prospectus Caption
-------- ------------ ------------------
1. Cover Page COVER PAGE
2. Synopsis EXPENSE INFORMATION
3. Condensed Financial NOT APPLICABLE
Information
4. General Description of INVESTMENT OBJECTIVE AND POLICIES
Registrant INVESTMENT PROCESS
WHY INVEST IN THE FUND?
INTERNATIONAL INVESTMENT EXPERIENCE
ADDITIONAL INFORMATION ABOUT POLICIES AND INVESTMENTS
RISK CONSIDERATIONS
FUND ORGANIZATION
5. Management of the Fund A MESSAGE FROM SCUDDER'S CHAIRMAN
FUND ORGANIZATION--Investment adviser, Transfer agent
SHAREHOLDER BENEFITS--A team approach to investing
DIRECTORS AND OFFICERS
5A. Management's Discussion of NOT APPLICABLE
Fund Performance
6. Capital Stock and Other DISTRIBUTION AND PERFORMANCE INFORMATION--Dividends and capital
Securities gains distributions
FUND ORGANIZATION
TRANSACTION INFORMATION--Tax information
SHAREHOLDER BENEFITS--SAIL(TM)--Scudder Automated Information Line,
Dividend reinvestment plan, T.D.D. service for the hearing
impaired
HOW TO CONTACT SCUDDER
7. Purchase of Securities Being PURCHASES
Offered FUND ORGANIZATION--Underwriter
TRANSACTION INFORMATION--Purchasing shares, Share price,
Processing time, Minimum balances, Third party transactions
SHAREHOLDER BENEFITS--Dividend reinvestment plan
SCUDDER TAX-ADVANTAGED RETIREMENT PLANS
INVESTMENT PRODUCTS AND SERVICES
8. Redemption or Repurchase EXCHANGES AND REDEMPTIONS
TRANSACTION INFORMATION--Redeeming shares, Tax identification
number, Minimum balances
9. Pending Legal Proceedings NOT APPLICABLE
Cross Reference - Page 11
<PAGE>
SCUDDER INTERNATIONAL FUND
(continued)
PART B
- ------
Caption in Statement of
Item No. Item Caption Additional Information
-------- ------------ ----------------------
10. Cover Page COVER PAGE
11. Table of Contents TABLE OF CONTENTS
12. General Information and History FUND ORGANIZATION
13. Investment Objectives and THE FUNDS' INVESTMENT OBJECTIVE AND POLICIES
Policies PORTFOLIO TRANSACTIONS -- Brokerage Commissions, Portfolio
Turnover
14. Management of the Fund INVESTMENT ADVISER
DIRECTORS AND OFFICERS
REMUNERATION
15. Control Persons and Principal DIRECTORS AND OFFICERS
Holders of Securities
16. Investment Advisory and Other INVESTMENT ADVISER
Services DISTRIBUTOR
ADDITIONAL INFORMATION--Experts, Other Information
17. Brokerage Allocation PORTFOLIO TRANSACTIONS--Brokerage Commissions,
and Other Practices Portfolio Turnover
18. Capital Stock and Other FUND ORGANIZATION
Securities DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
19. Purchase, Redemption and PURCHASES
Pricing of Securities Being EXCHANGES AND REDEMPTIONS
Offered FEATURES AND SERVICES OFFERED BY THE FUND-- Dividend and Capital
Gain Distribution Options
SPECIAL PLAN ACCOUNTS
NET ASSET VALUE
20. Tax Status DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
TAXES
21. Underwriters DISTRIBUTOR
22. Calculation of PERFORMANCE INFORMATION
Performance Data
23. Financial Statements FINANCIAL STATEMENTS
</TABLE>
Cross Reference - Page 12
<PAGE>
Part A
Part A of this Post-Effective Amendment No. 60 to the Registration Statement is
incorporated by reference in its entirety to Scudder International Fund, Inc.'s
current Post- Effective Amendment No. 58 on Form N-1A filed on December 4, 1997.
<PAGE>
Part B
Part B of this Post-Effective Amendment No. 60 to the Registration Statement is
incorporated by reference in its entirety to Scudder International Fund, Inc.'s
current Post- Effective Amendment No. 58 on Form N-1A filed on December 4, 1997.
<PAGE>
PART C. OTHER INFORMATION
<TABLE>
<CAPTION>
Item 24. Financial Statements and Exhibits
- -------- ---------------------------------
<S> <C> <C> <C>
a. Financial Statements
Included in Part A of this Registration Statement:
For Scudder International Fund:
Financial highlights for the ten fiscal years ended March 31, 1997
(Incorporated by reference to Post-Effective Amendment No. 56
to the Registration Statement.)
For Scudder Latin America Fund:
Financial highlights for the period December 8, 1992 (commencement of
operations) to October 31, 1993 and for the four fiscal
years ended October 31, 1997
To be filed by amendment.
For Scudder Pacific Opportunities Fund:
Financial highlights for the period December 8, 1992 (commencement of
operations) to October 31, 1993 and for the four fiscal
years ended October 31, 1997
To be filed by amendment.
For Scudder Greater Europe Growth Fund:
Financial highlights for the period October 10, 1994 (commencement of
operations) to October 31, 1994 and for the three fiscal
years ended October 31, 1997
To be filed by amendment.
For Scudder Emerging Markets Growth Fund:
Financial highlights for the period May 8,
1996 (commencement of operations) to October 31, 1996 and for the fiscal year ended
October 31, 1997
To be filed by amendment.
For Scudder International Growth and Income Fund:
Financial highlights for the period June 30, 1997 (commencement of
operations) to August 31, 1997
(Incorporated by reference to Post-Effective Amendment No. 57 to the
Registration Statement.)
Included in Part B of this Registration Statement:
For Scudder International Fund:
Investment Portfolio as of March 31, 1997
Statement of Assets and Liabilities as of March 31, 1997
Statement of Operations for the fiscal year ended March 31, 1997
Part C - Page 1
<PAGE>
Statements of Changes in Net Assets for the two fiscal years ended
March 31, 1997
Financial Highlights for the ten fiscal years ended March 31, 1997
Notes to Financial Statements
Report of Independent Accountants
(Incorporated by reference to Post-Effective Amendment No. 56 to the
Registration Statement.)
For Scudder Latin America Fund:
Investment Portfolio as of October 31, 1997
Statement of Assets and Liabilities as of October 31, 1997
Statement of Operations for the fiscal year ended October 31, 1997
Statements of Changes in Net Assets for the two fiscal years ended
October 31, 1997
Financial Highlights for the period December 8, 1992 (commencement of
operations) to October 31, 1993 and for the four fiscal
years ended October 31, 1997
Notes to Financial Statements
Report of Independent Accountants
To be filed by amendment.
For Scudder Pacific Opportunities Fund:
Investment Portfolio as of October 31, 1997
Statement of Assets and Liabilities as of October 31, 1997
Statement of Operations for the fiscal year ended October 31, 1997
Statements of Changes in Net Assets for the two fiscal years ended
October 31, 1997
Financial Highlights for the period December 8, 1992 (commencement of
operations) to October 31, 1993 and for the four fiscal
years ended October 31, 1997
Notes to Financial Statements
Report of Independent Accountants
To be filed by amendment.
For Scudder Greater Europe Growth Fund:
Investment Portfolio as of October 31, 1997
Statement of Assets and Liabilities as of October 31, 1997
Statement of Operations for the fiscal year ended October 31, 1997
Statement of Changes in Net Assets for the two fiscal years ended
October 31, 1997
Financial Highlights for the period October 10, 1994 (commencement of
operations) to October 31, 1994 and for the three fiscal
years ended October 31, 1997
Notes to Financial Statements
Report of Independent Accountants
To be filed by amendment.
For Scudder Emerging Markets Growth Fund:
Investment Portfolio as of October 31, 1997
Statement of Assets and Liabilities as of October 31, 1997
Statement of Operations for the fiscal year ended October 31, 1997
Part C - Page2
<PAGE>
Statement of Changes in Net Assets for the period May 8, 1996
(commencement of operations) to October 31, 1996 and the fiscal year
ended October 31, 1997
Financial Highlights for the period May 8, 1996 (commencement of
operations) to October 31, 1996 and the fiscal year ended October
31, 1997
Notes to Financial Statements
Report of Independent Accountants
To be filed by amendment.
For Scudder International Growth and Income Fund:
Statement of Assets and Liabilities as of May 23, 1997 and related notes
Investment Portfolio as of August 31, 1997
Statement of Assets and Liabilities as of August 31, 1997
Statement of Operations for the period ended August 31, 1997
Statements of Changes in Net Assets for the period ended August 31,
1997
Financial Highlights for the period June 30, 1997 (commencement of
operations) to August 31, 1997
Notes to Financial Statements
(Incorporated by reference to Post-Effective Amendment No. 55 to the
Registration Statement.)
b. Exhibits:
1. (a) Articles of Amendment and Restatement of the Registrant as of
January 24, 1991.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
(b) Articles Supplementary dated September 17, 1992.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
(c) Articles Supplementary dated December 1, 1992.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
(d) Articles Supplementary dated August 3, 1994.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
(e) Articles Supplementary dated February 20, 1996.
(Incorporated by reference to Exhibit 1(e) to Post-Effective
Amendment No. 46 to the Registration Statement.)
(f) Articles Supplementary dated September 5, 1996.
(Incorporated by reference to Exhibit 1(f) to Post-Effective
Amendment No. 52 to the Registration Statement.)
(g) Articles Supplementary dated December 12, 1996.
(Incorporated by reference to Post-Effective Amendment No. 55 to
the Registration Statement.)
(h) Articles Supplementary dated March 3, 1997.
(Incorporated by reference to Post-Effective Amendment No. 55 to
the Registration Statement.)
Part C - Page 3
<PAGE>
2. (a) Amended and Restated By-Laws of the Registrant dated March 4, 1991.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
(b) Amended and Restated By-Laws of the Registrant dated September 20,
1991.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
(c) Amended and Restated By-Laws of the Registrant dated December 12, 1991.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
(d) Amended and Restated By-Laws of the Registrant dated September
4, 1996.
(Incorporated by reference to Post-Effective Amendment No. 55 to
the Registration Statement.)
(e) Amended and Restated By-Laws of the Registrant dated December 3,
1997.
(Incorporated by reference to Post-Effective Amendment No.
59 to the Registration Statement.)
3. Inapplicable.
4. Specimen certificate representing shares of Common Stock ($.01 par
value) for Scudder International Fund.
(Incorporated by reference to Exhibit 4 to Post-Effective
Amendment No. 31 to the Registration Statement.)
5. (a) Investment Management Agreement between the Registrant, on behalf
of Scudder International Fund, and Scudder, Stevens & Clark, Inc.
dated December 14, 1990.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
(b) Investment Management Agreement between the Registrant, on
behalf of Scudder Latin America Fund, and Scudder, Stevens &
Clark, Inc. dated December 7, 1992.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
(c) Investment Management Agreement between the Registrant, on
behalf of Scudder Pacific Opportunities Fund, and Scudder,
Stevens & Clark, Inc. dated December 7, 1992.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
(d) Investment Management Agreement between the Registrant, on
behalf of Scudder Greater Europe Growth Fund, and Scudder,
Stevens & Clark, Inc. dated October 10, 1994.
(Incorporated by reference to Post-Effective Amendment No. 44 to
the Registration Statement.)
Part C - page 4
<PAGE>
(e) Investment Management Agreement between the Registrant on behalf
of Scudder International Fund, and Scudder, Stevens & Clark, Inc.
dated September 8, 1994.
(Incorporated by reference to Post-Effective Amendment No. 45 to
the Registration Statement.)
(f) Investment Management Agreement between the Registrant on behalf
of Scudder Emerging Markets Growth Fund and Scudder, Stevens &
Clark, Inc. dated May 8, 1996.
(Incorporated by reference to Post-Effective Amendment No. 48 to
the Registration Statement.)
(g) Investment Management Agreement between the Registrant, on
behalf of Scudder International Growth and Income Fund, and
Scudder, Stevens & Clark, Inc. dated June 10, 1997.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
(h) Investment Management Agreement between the Registrant, on
behalf of Scudder International Fund, and Scudder, Stevens &
Clark, Inc. dated September 5, 1996.
(Incorporated by reference to Post-Effective Amendment No. 55 to
the Registration Statement.)
(i) Investment Management Agreement between the Registrant, on behalf
of Scudder Latin America Fund, and Scudder, Stevens & Clark, Inc.,
dated September 11, 1997.
(Incorporated by reference to Post-Effective Amendment No. 59 to
the Registration Statement.)
(j) Investment Management Agreement between the Registrant, on behalf
of Scudder International Fund, and Scudder Kemper Investments,
Inc. to be filed by amendment.
(k) Investment Management Agreement between the Registrant, on
behalf of Scudder Emerging Markets Growth Fund, and Scudder
Kemper Investments, Inc., dated December 31, 1997 to be filed by
amendment.
(l) Investment Management Agreement between the Registrant, on
behalf of Scudder Greater Europe Growth Fund, and Scudder Kemper
Investments, Inc., dated December 31, 1997 to be filed by
amendment.
(m) Investment Management Agreement between the Registrant, on
behalf of Scudder Pacific Opportunities Fund, and Scudder
Kemper Investments, Inc., dated December 31, 1997 to be filed by
amendment.
(n) Investment Management Agreement between the Registrant, on
behalf of Scudder Latin America Fund, and Scudder Kemper
Investments, Inc., dated December 31, 1997 to be filed by
amendment.
Part C - Page 5
<PAGE>
6. (a) Underwriting Agreement between the Registrant and Scudder Investor
Services, Inc., formerly Scudder Fund Distributors, Inc., dated
July 15, 1985.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
(b) Underwriting Agreement between the Registrant and Scudder Investor
Services, Inc. dated September 17, 1992.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
7. Inapplicable.
8. (a)(1) Custodian Contract between the Registrant and Brown
Brothers Harriman & Co. dated April 14, 1986.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
(a)(2) Custodian Contract between the Registrant, on behalf of Scudder
Latin America Fund, and Brown Brothers Harriman & Co. dated
November 25, 1992.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
(a)(3) Custodian Contract between the Registrant, on behalf of Scudder
Pacific Opportunities Fund, and Brown Brothers Harriman & Co.
dated November 25, 1992.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
(a)(4) Custodian Contract between the Registrant, on behalf of Scudder
Greater Europe Growth Fund, and Brown Brothers Harriman & Co.
dated October 10, 1994.
(Incorporated by reference to Post-Effective Amendment No. 44 to
the Registration Statement.)
(a)(5) Fee schedule for Exhibit 8(a)(1).
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
(a)(6) Revised fee schedule for Exhibit 8(a)(1).
(Incorporated by reference to Post-Effective Amendment No. 45 to
the Registration Statement.)
(a)(7) Custodian Contract between the Registrant and Brown Brothers
Harriman & Co. dated March 7, 1995.
(Incorporated by reference to Post-Effective Amendment No. 55 to
the Registration Statement.)
(a)(8) Fee schedule for Exhibit 8(a)(7).
(Incorporated by reference to Post-Effective Amendment No. 55 to
the Registration Statement.)
Part C - Page6
<PAGE>
(b)(1) Master Subcustodian Agreement between Brown Brothers Harriman &
Co. and Morgan Guaranty Trust Company of New York, Tokyo office,
dated November 8, 1976.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
(b)(2) Fee schedule for Exhibit 8(b)(1).
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
(c)(1) Master Subcustodian Agreement between Brown Brothers Harriman &
Co. and Morgan Guaranty Trust Company of New York, Brussels
office, dated November 15, 1976.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
(c)(2) Fee schedule for Exhibit 8(c)(l).
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
(d)(1) Subcustodian Agreement between Brown Brothers Harriman & Co. and
The Bank of New York, London office, dated January 30, 1979.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
(d)(2) Fee schedule for Exhibit 8(d)(1).
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
(e)(1) Master Subcustodian Agreement between Brown Brothers Harriman &
Co. and The Chase Manhattan Bank, N.A., Singapore office, dated
June 9, 1980.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
(e)(2) Fee schedule for Exhibit 8(e)(1).
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.).
(f)(1) Master Subcustodian Agreement between Brown Brothers Harriman &
Co. and The Chase Manhattan Bank, N.A., Hong Kong office, dated
June 4, 1979.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
(f)(2) Fee schedule for Exhibit 8(f)(1).
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
(g)(1) Master Subcustodian Agreement between Brown Brothers Harriman &
Co. and Citibank, N.A. New York office, dated July 16, 1981.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
Part C - Page 7
<PAGE>
(g)(2) Fee schedule for Exhibit 8(g)(1).
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
9. (a)(1) Transfer Agency and Service Agreement between the
Registrant and Scudder Service Corporation dated October 2, 1989.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
(a)(2) Fee schedule for Exhibit 9(a)(1).
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
(a)(3) Service Agreement between Copeland Associates, Inc. and Scudder
Service Corporation dated June 8, 1995.
(Incorporated by reference to Post-Effective Amendment No. 45 to
the Registration Statement.)
(b) Letter Agreement between the Registrant and Cazenove, Inc. dated
January 23, 1978, with respect to the pricing of securities.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
(c)(1) COMPASS Service Agreement between the Registrant and
Scudder Trust Company dated January 1, 1990.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
(c)(2) Fee schedule for Exhibit (9)(c)(1).
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
(c)(3) COMPASS and TRAK 2000 Service Agreement between the Registrant
and Scudder Trust Company dated October 1, 1995.
(Incorporated by reference to Exhibit 9(c)(3) to Post-Effective
Amendment No. 47 to the Registration Statement.)
(d)(1) Shareholder Services Agreement between the Registrant and Charles
Schwab & Co., Inc. dated June 1, 1990.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
(d)(2) Administrative Services Agreement between the Registrant and
McGladrey & Pullen, Inc. dated September 30, 1995.
(Incorporated by reference to Exhibit 9(d)(2) to Post-Effective
Amendment No. 47 to the Registration Statement.)
(e)(1) Fund Accounting Services Agreement between the
Registrant, on behalf of Scudder Greater Europe Growth Fund, and
Scudder Fund Accounting Corporation dated October 10, 1994.
(Incorporated by reference to Post-Effective Amendment No. 44 to
the Registration Statement.)
Part C - Page 8
<PAGE>
(e)(2) Fund Accounting Services Agreement between the Registrant, on behalf
of Scudde International Fund, and Scudder Fund Accounting Corporation
dated April 12, 1995 is filed herein.
(Incorporated by reference to Post-Effective Amendment No. 45 to
the Registration Statement.)
(e)(3) Fund Accounting Services Agreement between the
Registrant, on behalf of Scudder Latin America Fund, dated May
17, 1995.
(Incorporated by reference to Exhibit 9(e)(3) to Post-Effective
Amendment No. 47 to the Registration Statement.)
(e)(4) Fund Accounting Services Agreement between the
Registrant, on behalf of Scudder Pacific Opportunities Fund,
dated May 5, 1995.
(Incorporated by reference to Exhibit 9(e)(4) to Post-Effective
Amendment No. 47 to the Registration Statement.)
(e)(5) Fund Accounting Services Agreement between the
Registrant, on behalf of Scudder Emerging Markets Growth Fund
dated May 8, 1996.
(Incorporated by reference to Exhibit 9(e)(5) to Post-Effective
Amendment No. 49 to the Registration Statement.)
(e)(6) Fund Accounting Services Agreement between the Registrant, on
behalf of Scudder International Growth and Income Fund dated June
3, 1997.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
10. Inapplicable.
11. Inapplicable.
12. Inapplicable.
13. Inapplicable.
14. (a) Scudder Flexi-Plan for Corporations and Self-Employed Individuals.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
(b) Scudder Individual Retirement Plan.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
(c) Scudder Funds 403(b) Plan.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
(d) Scudder Employer - Select 403(b) Plan.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
Part C - Page 9
<PAGE>
(e) Scudder Cash or Deferred Profit Sharing Plan under Section 401(k).
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
(f) Scudder Roth IRA Plan to be filed by amendment.
15. Inapplicable.
16. Schedule for Computation of Performance Quotations.
(Incorporated by reference to Post-Effective Amendment No. 56 to
the Registration Statement.)
17. Financial Data Schedule for Scudder International Fund. To
be filed by amendment.
18. Plan with respect to Scudder International Fund pursuant to
Rule 18f-3.
(Incorporated by reference to Post-Effective Amendment No. 58 to
the Registration Statement.)
Power of Attorney for Nicholas Bratt, Paul Bancroft III, Thomas J. Devine, William H.
Gleysteen, Jr., William H. Luers, Wilson Nolen, Juris Padegs, Daniel Pierce, and
Gordon Shillinglaw is incorporated by reference to the signature page of
Post-Effective Amendment No. 35.
Power of Attorney for Keith R. Fox is incorporated by reference to the Signature Page
of Post-Effective Amendment No. 47.
Power of Attorney for Kathryn L. Quirk is incorporated by reference to the signature
page of Post-Effective Amendment No. 54.
Power of Attorney for David S. Lee is incorporated by reference to the signature page
of Post-Effective Amendment No. 56.
Power of Attorney for Sheryle J. Bolton and William T. Burgin is incorporated by
reference to the Signature Page of Post-Effective Amendment No. 58.
Item 25. Persons Controlled by or under Common Control with Registrant.
- -------- --------------------------------------------------------------
None
Item 26. Number of Holders of Securities (as of February 2, 1998).
- -------- ---------------------------------------------------------
(1) (2)
Title of Class Number of Shareholders
-------------- ----------------------
Capital Stock ($.01 par value per share)
Scudder International Fund 159,692
Scudder Latin America Fund 70,128
Scudder Pacific Opportunities Fund 23,494
Scudder Greater Europe Growth Fund 15,376
Scudder Emerging Markets Growth Fund 17,042
Scudder International Growth and Income Fund 6,571
</TABLE>
Part C - Page 10
<PAGE>
Item 27. Indemnification.
- -------- ----------------
A policy of insurance covering Scudder, Stevens & Clark, Inc.,
its affiliates including Scudder Investor Services, Inc., and
all of the registered investment companies advised by Scudder,
Stevens & Clark, 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 act, 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.
The 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.
Part C - Page 11
<PAGE>
Article V of Registrant's Amended and Restated By-Laws states
as follows:
ARTICLE V
INDEMNIFICATION AND INSURANCE
SECTION 1. Indemnification of Directors and Officers. Any person who
was or is a party or is threatened to be made a party in any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that such person is a current or former
Director or officer of the Corporation, or is or was serving while a Director or
officer of the Corporation at the request of the Corporation as a Director,
officer, partner, trustee, employee, agent or fiduciary or another corporation,
partnership, joint venture, trust, enterprise or employee benefit plan, shall be
indemnified by the Corporation against judgments, penalties, fines, excise
taxes, settlements and reasonable expenses (including attorneys' fees) actually
incurred by such person in connection with such action, suit or proceeding to
the fullest extent permissible under the Maryland General Corporation Law, the
Securities Act of 1933 and the 1940 Act, as such statutes are now or hereafter
in force, except that such indemnity shall not protect any such person against
any liability to the Corporation or any stockholder thereof to which such person
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office ("disabling conduct").
SECTION 2. Advances. Any current or former Director or officer of the
Corporation claiming indemnification within the scope of this Article V shall be
entitled to advances from the Corporation for payment of the reasonable expenses
incurred by him in connection with proceedings to which he is a party in the
manner and to the fullest extent permissible under the Maryland General
Corporation Law, the Securities Act of 1933 and the 1940 Act, as such statutes
are now or hereafter in force; provided however, that the person seeking
indemnification shall provide to the Corporation a written affirmation of his
good faith belief that the standard of conduct necessary for indemnification by
the Corporation has been met and a written undertaking by or on behalf of the
Director to repay any such advance if it is ultimately determined that he is not
entitled to indemnification, and provided further that at least one of the
following additional conditions is met: (1) the person seeking indemnification
shall provide a security in form and amount acceptable to the Corporation for
his undertaking; (2) the Corporation is insured against losses arising by reason
of the advance; or (3) a majority of a quorum of Directors of the Corporation
who are neither "interested persons" as defined in Section 2(a)(19) of the 1940
Act, as amended, nor parties to the proceeding ("disinterested non-party
Directors") or independent legal counsel, in a written opinion, shall determine,
based on a review of facts readily available to the Corporation at the time the
advance is proposed to be made, that there is reason to believe that the person
seeking indemnification will ultimately be found to be entitled to
indemnification.
SECTION 3. Procedure. At the request of any current or former Director
or officer, or any employee or agent whom the Corporation proposes to indemnify,
the Board of Directors shall determine, or cause to be determined, in a manner
consistent with the Maryland General Corporation Law, the Securities Act of 1933
and the 1940 Act, as such statutes are now or hereafter in force, whether the
standards required by this Article V have been met; provided, however, that
indemnification shall be made only following: (1) a final decision on the merits
by a court or other body before whom the proceeding was brought that the person
to be indemnified was not liable by reason of disabling conduct or (2) in the
absence of such a decision, a reasonable determination, based upon a review of
the facts, that the person to be indemnified was not liable by reason of
disabling conduct, by (a) the vote of the majority of a quorum of disinterested
non-party Directors or (b) an independent legal counsel in a written opinion.
SECTION 4. Indemnification of Employees and Agents. Employees and
agents who are not officers or Directors of the Corporation may be indemnified,
and reasonable expenses may be advanced to such employees or agents, in
accordance with the procedures set forth in this Article V to the extent
permissible under the Maryland General Corporation Law, the Securities Act of
1933 and the 1940 Act, as such statutes are now or hereafter in force, and to
such further extent, consistent with the foregoing, as may be provided by action
of the Board of Directors or by contract.
Part C - Page 12
<PAGE>
SECTION 5. Other Rights. The indemnification provided by this Article V
shall not be deemed exclusive of any other right, in respect of indemnification
or otherwise, to which those seeking such indemnification may be entitled under
any insurance or other agreement, vote of stockholders or disinterested
Directors or otherwise, both as to action by a Director or officer of the
Corporation in his official capacity and as to action by such person in another
capacity while holding such office or position, and shall continue as to a
person who has ceased to be a Director or officer and shall inure to the benefit
of the heirs, executors and administrators of such a person.
SECTION 6. Constituent, Resulting or Surviving Corporations. For the
purposes of this Article V, references to the "Corporation" shall include all
constituent corporations absorbed in a consolidation or merger as well as the
resulting or surviving corporation so that any person who is or was a Director,
officer, employee or agent of a constituent corporation or is or was serving at
the request of a constituent corporation as a Director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise shall stand in the same position under this Article V with respect to
the resulting or surviving corporation as he would if he had served the
resulting or surviving corporation in the same capacity.
Item 28. Business or Other Connections of Investment Adviser
- -------- ---------------------------------------------------
Scudder Kemper Investments, Inc. has stockholders and
employees who are denominated officers but do not as such have
corporation-wide responsibilities. Such persons are
not considered officers for the purpose of this Item 28.
<TABLE>
<CAPTION>
Business and Other Connections of Board
Name of Directors of Registrant's Adviser
---- ------------------------------------
<S> <C>
Stephen R. Beckwith Treasurer and Chief Financial Officer, Scudder Kemper Investments, Inc.**
Vice President and Treasurer, Scudder Fund Accounting Corporation*
Director, Scudder Stevens & Clark Corporation**
Director and Chairman, Scudder Defined Contribution Services, Inc.**
Director and President, Scudder Capital Asset Corporation**
Director and President, Scudder Capital Stock Corporation**
Director and President, Scudder Capital Planning Corporation**
Director and President, SS&C Investment Corporation**
Director and President, SIS Investment Corporation**
Director and President, SRV Investment Corporation**
Lynn S. Birdsong Director and Vice President, Scudder Kemper Investments, Inc.**
Director, Scudder, Stevens & Clark (Luxembourg) S.A.#
Laurence W. Cheng Director, Scudder Kemper Investments, Inc.**
Member, Corporate Executive Board, Zurich Insurance Company of Switzerland##
Director, ZKI Holding Corporation xx
Steven Gluckstern Director, Scudder Kemper Investments, Inc.**
Member, Corporate Executive Board, Zurich Insurance Company of Switzerland##
Director, Zurich Holding Company of Americao
Rolf Huppi Director, Chairman of the Board, Scudder Kemper Investments, Inc.**
Member, Corporate Executive Board, Zurich Insurance Company of Switzerland##
Director, Chairman of the Board, Zurich Holding Company of Americao
Director, ZKI Holding Corporation xx
Kathryn L. Quirk Director, Chief Legal Officer, Chief Compliance Officer and Secretary, Scudder Kemper
Investments, Inc.**
Director, Senior Vice President & Assistant Clerk,
Scudder Investor Services, Inc.* Director, Vice
President & Secretary, Scudder Fund Accounting
Corporation*
Part C - Page 13
<PAGE>
Director, Vice President & Secretary,
Scudder Realty Holdings Corporation* Director &
Assistant Clerk, Scudder Service Corporation*
Director, SFA, Inc.*
Vice President, Director & Assistant Secretary,
Scudder Precious Metals, Inc.*** Director, Scudder,
Stevens & Clark Japan, Inc.*** Director, Vice
President and Secretary, Scudder, Stevens & Clark of
Canada, Ltd.*** Director, Vice President and
Secretary, Scudder Canada Investor Services
Limited*** Director, Vice President and Secretary,
Scudder Realty Advisers, Inc. x Director and
Secretary, Scudder, Stevens & Clark Corporation**
Director and Secretary, Scudder, Stevens & Clark
Overseas Corporationoo Director and Secretary, SFA,
Inc.* Director, Vice President and Secretary, Scudder
Defined Contribution Services, Inc.** Director, Vice
President and Secretary, Scudder Capital Asset
Corporation** Director, Vice President and Secretary,
Scudder Capital Stock Corporation** Director, Vice
President and Secretary, Scudder Capital Planning
Corporation** Director, Vice President and Secretary,
SS&C Investment Corporation** Director, Vice
President and Secretary, SIS Investment Corporation**
Director, Vice President and Secretary, SRV
Investment Corporation** Director, Vice President and
Secretary, Scudder Brokerage Services, Inc.*
Director, Korea Bond Fund Management Co., Ltd.+
Markus Rohrbasser Director, Scudder Kemper Investments, Inc.**
Member Corporate Executive Board, Zurich Insurance Company of Switzerland##
President, Director, Chairman of the Board, ZKI Holding Corporation xx
Cornelia M. Small Vice President, Scudder Kemper Investments, Inc.**
Edmond D. Villani Director, President and Chief Executive Officer, Scudder Kemper Investments, Inc.**
Director, Scudder, Stevens & Clark Japan, Inc.###
President and Director, Scudder, Stevens & Clark Overseas Corporationoo
President and Director, Scudder, Stevens & Clark Corporation**
Director, Scudder Realty Advisors, Inc.x
Director, IBJ Global Investment Management S.A. Luxembourg, Grand-Duchy of Luxembourg
* Two International Place, Boston, MA
x 333 South Hope Street, Los Angeles, CA
** 345 Park Avenue, New York, NY
# Societe Anonyme, 47, Boulevard Royal, L-2449 Luxembourg, R.C. Luxembourg B 34.564
*** Toronto, Ontario, Canada
xxx Grand Cayman, Cayman Islands, British West Indies
oo 20-5, Ichibancho, Chiyoda-ku, Tokyo, Japan
### 1-7, Kojimachi, Chiyoda-ku, Tokyo, Japan
xx 222 S. Riverside, Chicago, IL
o Zurich Towers, 1400 American Ln., Schaumburg, IL
+ P.O. Box 309, Upland House, S. Church St., Grand Cayman, British West Indies
## Mythenquai-2, P.O. Box CH-8022, Zurich, Switzerland
</TABLE>
Item 29. Principal Underwriters.
- -------- -----------------------
(a)
Scudder Investor Services, Inc. acts as principal underwriter of the
Registrant's shares and also acts as principal underwriter for other
funds managed by Scudder Kemper Investments, Inc.
(b)
Part C - Page 14
<PAGE>
The Underwriter has employees who are denominated officers of an
operational area. Such persons do not have corporation-wide
responsibilities and are not considered officers for the purpose of
this Item 29.
<TABLE>
<CAPTION>
(1) (2) (3)
Name and Principal Position and Offices with Positions and
Business Address Scudder Investor Services, Inc. Offices with Registrant
---------------- ------------------------------- -----------------------
<S> <C> <C>
William S. Baughman Vice President None
Two International Place
Boston, MA 02110
Lynn S. Birdsong Senior Vice President None
345 Park Avenue
New York, NY 10154
Mary Elizabeth Beams Vice President None
Two International Place
Boston, MA 02110
Mark S. Casady Director, President and Assistant None
Two International Place Treasurer
Boston, MA 02110
Linda Coughlin Director and Senior Vice President None
Two International Place
Boston, MA 02110
Richard W. Desmond Vice President Assistant Secretary
345 Park Avenue
New York, NY 10154
Paul J. Elmlinger Senior Vice President and Assistant None
345 Park Avenue Clerk
New York, NY 10154
Philip S. Fortuna Vice President None
101 California Street
San Francisco, CA 94111
William F. Glavin Vice President None
Two International Place
Boston, MA 02110
Margaret D. Hadzima Assistant Treasurer None
Two International Place
Boston, MA 02110
Thomas W. Joseph Director, Vice President, Treasurer Vice President
Two International Place and Assistant Clerk
Boston, MA 02110
Part C - Page 15
<PAGE>
Name and Principal Position and Offices with Positions and
Business Address Scudder Investor Services, Inc. Offices with Registrant
---------------- ------------------------------- -----------------------
Thomas F. McDonough Clerk Vice President, Secretary
Two International Place and Treasurer
Boston, MA 02110
Daniel Pierce Director, Vice President Director
Two International Place and Assistant Treasurer
Boston, MA 02110
Kathryn L. Quirk Director, Senior Vice President and Director, Vice President
345 Park Avenue Assistant Clerk and Assistant Secretary
New York, NY 10154
Robert A. Rudell Vice President None
Two International Place
Boston, MA 02110
William M. Thomas Vice President None
Two International Place
Boston, MA 02110
Benjamin Thorndike Vice President None
Two International Place
Boston, MA 02110
Sydney S. Tucker Vice President None
Two International Place
Boston, MA 02110
Linda J. Wondrack Vice President None
Two International Place
Boston, MA 02110
(c)
(1) (2) (3) (4) (5)
Net Underwriting Compensation on
Name of Principal Discounts and Redemptions Brokerage Other
Underwriter Commissions and Repurchases Commissions Compensation
----------- ----------- --------------- ----------- ------------
Scudder Investor None None None None
Services, Inc.
</TABLE>
Item 30. Location of Accounts and Records.
- -------- ---------------------------------
Certain accounts, books and other documents required to be
maintained by Section 31(a) of the 1940 Act and the Rules
promulgated thereunder are maintained by Scudder, Stevens &
Clark, Inc., 345 Park Avenue, New York, New York 10154.
Records relating to the duties of the Registrant's custodian
are maintained by Brown Brothers Harriman & Co., 40 Water
Street, Boston, Massachusetts. Records relating to the duties
of the Registrant's transfer agent are maintained by Scudder
Service Corporation, Two International Place, Boston,
Massachusetts 02110-4103.
Item 31. Management Services.
- -------- --------------------
Inapplicable.
Item 32. Undertakings
- -------- ------------
Inapplicable.
Part C - Page 16
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this amendment to its Registration Statement
pursuant to Rule 485(a) under the Securities Act of 1933 and has duly caused
this amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Boston and the Commonwealth
of Massachusetts on the 5th day of February, 1998.
SCUDDER INTERNATIONAL FUND, INC.
By/s/Thomas F. McDonough
-------------------------------------------
Thomas F. McDonough,
Treasurer, Vice President and Secretary
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this amendment
to its Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
SIGNATURE TITLE DATE
/s/Paul Bancroft
- --------------------------------------
Paul Bancroft, III* Director February 5, 1998
/s/Sheryle J. Bolton
- --------------------------------------
Sheryle J. Bolton* Director February 5, 1998
/s/William T. Burgin
- --------------------------------------
William T. Burgin* Director February 5, 1998
/s/Thomas J. Devine
- --------------------------------------
Thomas J. Devine* Director February 5, 1998
/s/Keith R. Fox
- --------------------------------------
Keith R. Fox* Director February 5, 1998
/s/William H. Gleysteen, Jr.
- --------------------------------------
William H. Gleysteen, Jr.* Director February 5, 1998
/s/William H. Luers
- --------------------------------------
William H. Luers* Director February 5, 1998
<PAGE>
SIGNATURE TITLE DATE
/s/Wilson Nolen*
- --------------------------------------
Wilson Nolen* Director February 5, 1998
/s/Daniel Pierce
- --------------------------------------
Daniel Pierce* Chairman of the Board and Director February 5, 1998
/s/Kathryn L. Quirk
- --------------------------------------
Kathryn L. Quirk* Director, Vice President and February 5, 1998
Assistant Secretary
</TABLE>
*By:/s/Thomas F. McDonough
----------------------
Thomas F. McDonough,
Attorney-in-Fact pursuant to a power of attorney contained in the
signature page of Post-Effective Amendment Nos. 35, 47, 49, 54, 56 and
58 to the Registration Statement, filed October 8, 1992, February 27,
1996, July 17, 1996, June 2, 1997, July 31, 1997 and December 4, 1997,
respectively.
2
<PAGE>
File No. 2-14400
File No. 811-642
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM N-1A
POST-EFFECTIVE AMENDMENT No. 60
TO REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AND
AMENDMENT NO. 40
TO REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
SCUDDER INTERNATIONAL FUND, INC.
<PAGE>
SCUDDER INTERNATIONAL FUND, INC.
EXHIBIT INDEX
