As filed with the Securities and Exchange Commission
on March 29, 2000
Securities Act File No. 333-31816
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
PRE-EFFECTIVE AMENDMENT NO. / 1 / Post-Effective Amendment No. /____/
SCUDDER INTERNATIONAL FUND, INC.
(Exact Name of Registrant as Specified in Charter)
345 Park Avenue, New York, New York 10154
(Address of Principal Executive Offices) (Zip Code)
John Millette
Scudder Kemper Investments, Inc.
Two International Place
Boston, MA 02110-4103
(Name and Address of Agent for Service)
(617) 295-1000
(Registrant's Area Code and Telephone Number)
with copies to:
Caroline Pearson, Esq. Sheldon A. Jones, Esq.
Scudder Kemper Investments, Inc. Dechert Price & Rhoads
Two International Place Ten Post Office Square - South
Boston, MA 02110-4103 Boston, MA 02109-4603
Approximate Date of Proposed Public Offering:
As soon as practicable after this Registration Statement is declared effective.
Title of Securities Being Registered:
Capital Stock ($.01 par value)
of Scudder International Fund, a series of the Registrant
<PAGE>
No filing fee is required because the Registrant has previously registered an
indefinite number of its shares under the Securities Act of 1933, as amended,
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended.
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
Part A: Information required in the Proxy Statement/Prospectus is incorporated
by reference to Part A of the Registrant's Registration Statement on Form N-14
filed with the Commission on March 6, 2000.
Part B: Statement of Additional Information is incorporated by reference to Part
B of the Registrant's Registration Statement on Form N-14 filed with the
Commission on March 6, 2000.
<PAGE>
PART C. OTHER INFORMATION
ITEM 15. INDEMNIFICATION.
A policy of insurance covering Scudder Kemper Investments,
Inc., its affiliates including Scudder Investor Services,
Inc., and all of the registered investment companies advised
by Scudder Kemper Investments, Inc. insures the Registrant's
directors and officers and others against liability arising by
reason of an alleged breach of duty caused by any negligent
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.
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.
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 16. EXHIBITS
(1) (a)(1) Articles of Amendment and Restatement of the
Registrant as of January 24, 1991.
(Incorporated by reference to Post-Effective Amendment No. 56
to the Registrant's Registration Statement on form N-1A, as
amended (the "Registration Statement").)
(a)(2) Articles Supplementary dated September 17, 1992.
(Incorporated by reference to Post-Effective Amendment No. 56
to the Registration Statement.)
(a)(3) Articles Supplementary dated December 1, 1992.
(Incorporated by reference to Post-Effective Amendment No. 56
to the Registration Statement.)
(a)(4) Articles Supplementary dated August 3, 1994.
(Incorporated by reference to Post-Effective Amendment No. 56
to the Registration Statement.)
(a)(5) Articles Supplementary dated February 20, 1996.
(Incorporated by reference to Exhibit 1(e) to Post-Effective
Amendment No. 46 to the Registration Statement.)
(a)(6) Articles Supplementary dated September 5, 1996.
(Incorporated by reference to Exhibit 1(f) to Post-Effective
Amendment No. 52 to the Registration Statement.)
(a)(7) Articles Supplementary dated December 12, 1996.
(Incorporated by reference to Post-Effective Amendment No. 55
to the Registration Statement.)
(a)(8) Articles Supplementary dated March 3, 1997.
(Incorporated by reference to Post-Effective Amendment No. 55
to the Registration Statement.)
(a)(9) Articles Supplementary dated December 23, 1997.
(Incorporated by reference to Post-Effective Amendment No. 65
to the Registration Statement.)
(a)(10) Articles Supplementary dated March 2,1998.
(Incorporated by reference to Post-Effective Amendment No. 65
to the Registration Statement.)
(a)(11) Articles Supplementary dated March 31, 1998.
(Incorporated by reference to Post-Effective Amendment No. 65
to the Registration Statement.)
(a)(12) Articles of Transfer from Scudder Institutional Fund
Inc., dated April 3, 1998. (Incorporated by reference to
Post-Effective Amendment No. 67 to the Registration
Statement.)
(a)(13) Articles Supplementary dated June 7, 1999.
(Incorporated by reference to Post-Effective Amendment No. 72
to the Registration Statement.)
(2) (b)(1) 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)(2) 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.)
(b)(3) 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.)
(b)(4) 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.)
(b)(5) 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) Agreement and Plan of Reorganization is incorporated by
reference to Exhibit A to Part A of the Registrant's
Registration Statement on Form N-14 filed with the Securities
and Exchange Commission on March 6, 2000.
(5) Inapplicable.
(6) (d)(1) Investment Management Agreement between the
Registrant, on behalf of Scudder International Fund, and
Scudder Kemper Investments, Inc. dated September 7, 1998.
(Incorporated by reference to Post-Effective Amendment No. 67
to the Registration Statement.)
(d)(2) Investment Management Agreement between the Registrant,
on behalf of Scudder Latin America Fund, and Scudder Kemper
Investments, Inc. dated September 7, 1998. (Incorporated by
reference to Post-Effective Amendment No. 67 to the
Registration Statement.)
(d)(3) Investment Management Agreement between the Registrant,
on behalf of Scudder Pacific Opportunities Fund, and Scudder
Kemper Investments, Inc. dated September 7, 1998.
(Incorporated by reference to Post-Effective Amendment No. 67
to the Registration Statement.)
(d)(4) Investment Management Agreement between the Registrant,
on behalf of Scudder Greater Europe Growth Fund, and Scudder
Kemper Investments, Inc. dated September 7, 1998.
(Incorporated by reference to Post-Effective Amendment No. 67
to the Registration Statement.)
(d)(5) Investment Management Agreement between the Registrant,
on behalf of Scudder Emerging Markets Growth Fund, and Scudder
Kemper Investments, Inc. dated September 7, 1998.
(Incorporated by reference to Post-Effective Amendment No. 67
to the Registration Statement.)
(d)(6) Investment Management Agreement between the Registrant,
on behalf of Scudder International Growth and Income Fund, and
Scudder Kemper Investments, Inc. dated September 7, 1998.
(Incorporated by reference to Post-Effective Amendment No. 67
to the Registration Statement.)
(d)(7) Investment Management Agreement between the Registrant,
on behalf of Scudder International Value Fund, and Scudder
Kemper Investments, Inc. dated September 7, 1998.
(Incorporated by reference to Post-Effective Amendment No. 67
to the Registration Statement.)
(d)(8) Investment Management Agreement between the Registrant,
on behalf of Scudder International Growth Fund, and Scudder
Kemper Investments, Inc. dated September 7, 1998.
(Incorporated by reference to Post-Effective Amendment No. 67
to the Registration Statement.)
(7) (e)(1) Underwriting Agreement between the Registrant and
Scudder Investor Services, Inc., dated September 7, 1998.
(Incorporated by reference to Post-Effective Amendment No. 67
to the Registration Statement.)
(8) Inapplicable.
(9) (g)(1) 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.)
(g)(2) 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.)
(g)(3) 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.)
(g)(4) 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.)
(g)(5) Fee schedule for Exhibit (9)(g)(4). (Incorporated by
reference to Post-Effective Amendment No. 55 to the
Registration Statement.)
(g)(6) 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.)
(g)(7) Fee schedule for Exhibit (9)(g)(6). (Incorporated by
reference to Post-Effective Amendment No. 56 to the
Registration Statement.)
(g)(8) 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.)
(g)(9) Fee schedule for Exhibit (9)(g)(8). (Incorporated by
reference to Post-Effective Amendment No. 56 to the
Registration Statement.)
(g)(10) 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.)
(g)(11) Fee schedule for Exhibit (9)(g)(10). (Incorporated by
reference to Post-Effective Amendment No. 56 to the
Registration Statement.).
(g)(12) 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.)
(g)(13) Fee schedule for Exhibit (9)(g)(12). (Incorporated by
reference to Post-Effective Amendment No. 56 to the
Registration Statement.)
(g)(14) 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.)
(g)(15) Fee schedule for Exhibit (9)(g)(14). (Incorporated by
reference to Post-Effective Amendment No. 56 to the
Registration Statement.)
(10) (a) Rule 12(b)-1 and Administrative Services Plan with
respect to Scudder International Fund Class R shares.
(Incorporated by reference to Post-Effective Amendment No. 72
to the Registration Statement.)
(b) 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.)
(c) Amended Plan with respect to Scudder International Fund
pursuant to Rule 18f-3 dated June 7, 1999. (Incorporated by
reference to Post-Effective Amendment No. 72 to the
Registration Statement.)
(d) Scudder International Fund, Inc. Amended Plan with respect
to Scudder International Fund pursuant to Rule 18f-3 dated
March 14, 2000, filed herewith.
(11) Opinion and Consent of Dechert Price & Rhoads is
incorporated by reference to Exhibit 11 to the Registrant's
Registration Statement on Form N-14 filed with the Securities
and Exchange Commission on March 6, 2000.
(12) Opinion and Consent of Willkie Farr & Gallagher to be
filed by post-effective amendment.
(13) (h)(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.)
(h)(2) Fee schedule for Exhibit (13)(h)(1). (Incorporated by
reference to Post-Effective Amendment No. 56 to the
Registration Statement.)
(h)(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.)
(h)(4) 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.)
(h)(5) 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.)
(h)(6) 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.)
(h)(7) 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.)
(h)(8) 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.)
(h)(9) Fund Accounting Services Agreement between the
Registrant, on behalf of Scudder 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.)
(h)(10) 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.)
(h)(11) 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.)
(h)(12) 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.)
(h)(13) 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.)
(h)(14) Fund Accounting Services Agreement between the
Registrant, on behalf of Scudder International Growth Fund
dated June 30, 1998. (Incorporated by reference to
Post-Effective Amendment No. 67 to the Registration
Statement.)
(h)(15) Fund Accounting Services Agreement between the
Registrant, on behalf of Scudder International Value Fund
dated June 30, 1998. (Incorporated by reference to
Post-Effective Amendment No. 67 to the Registration
Statement.)
(h)(16) Administrative Services Agreement between Scudder
International Fund, Inc., on behalf of Scudder International
Fund, and Scudder Investors Service Company. (Incorporated by
reference to Post-Effective Amendment No. 72 to the
Registration Statement.)
(h)(17) Fee schedule for Exhibit (13)(h)(16). (Incorporated by
reference to Post-Effective Amendment No. 72 to the
Registration Statement.)
(h)(18) Agency Agreement between Scudder International Fund,
Inc., and Kemper Service Company dated June 7, 1999.
(Incorporated by reference to Post-Effective Amendment No. 72
to the Registration Statement.)
(14) Consents of PricewaterhouseCoopers LLP are incorporated
by reference to Exhibit 14 to the Registrant's Registration
Statement on Form N-14 filed with the Securities and Exchange
Commission on March 6, 2000.
(15) Inapplicable.
(16) Powers of Attorney are incorporated by reference to
Exhibit 16 to the Registrant's Registration Statement on Form
N-14 filed with the Securities and Exchange Commission on
March 6, 2000.
(17) Revised Form of Proxy filed herein.
ITEM 17. UNDERTAKINGS.
(1) The undersigned registrant agrees that prior to any public
reoffering of the securities registered through the use of
a prospectus which is a part of this registration statement
by any person or party who is deemed to be an underwriter
within the meaning of Rule 145(c) of the Securities Act [17
CFR 230.145c], the reoffering prospectus will contain the
information called for by the applicable registration form
for C-8 350 reofferings by persons who may be deemed
underwriters, in addition to the information called for by
the other items of the applicable form.
(2) The undersigned registrant agrees that every prospectus
that is filed under paragraph (1) above will be filed as a
part of an amendment to the registration statement and will
not be used until the amendment is effective, and that, in
determining any liability under the 1933 Act, each
post-effective amendment shall be deemed to be a new
registration statement for the securities offered therein,
and the offering of the securities at that time shall be
deemed to be the initial bona fide offering of them.
(3) The undersigned registrant undertakes to file, by
post-effective amendment, an opinion of counsel supporting
the tax consequences of the proposed reorganization within
a reasonable time after receipt of such opinion.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, Scudder International Fund, Inc. has duly caused
this Registration Statement on Form N-14 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston and the
Commonwealth of Massachusetts on the 29th day of March, 2000.
SCUDDER INTERNATIONAL FUND, INC.
BY: /S/NICHOLAS BRATT
TITLE: PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form N-14 has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/S/ NICHOLAS BRATT President March 29, 2000
- ------------------
Nicholas Bratt
/S/ SHERYLE J. BOLTON* Director March 29, 2000
- ----------------------
Sheryle J. Bolton
/S/ WILLIAM T. BURGIN* Director March 29, 2000
- ----------------------
William T. Burgin
/S/ KEITH R. FOX* Director March 29, 2000
- -----------------
Keith R. Fox
/S/ WILLIAM H. LUERS* Director March 29, 2000
- ---------------------
William H. Luers
/S/ KATHRYN L. QUIRK* Director, Vice President and Assistant March 29, 2000
- --------------------- Secretary
Kathryn L. Quirk
/S/ JOAN E. SPERO* Director March 29, 2000
- ------------------
Joan E. Spero
/S/ JOHN R. HEBBLE Treasurer (Principal Financial and March 29, 2000
- ------------------ Accounting Officer)
John R. Hebble
*BY: /S/ SHELDON A. JONES March 29, 2000
--------------------
Sheldon A. Jones
Attorney-in-fact
*Executed pursuant to powers of attorney filed with the Registrant's
Registration Statement on Form N-14 as filed with the Commission electronically
on March 6, 2000.
EXHIBIT 10(D)
SCUDDER INTERNATIONAL FUND, INC.
(the "Fund")
AMENDED PLAN WITH RESPECT TO
SCUDDER INTERNATIONAL FUND
(the "PORTFOLIO")
PURSUANT TO RULE 18F-3
under the
INVESTMENT COMPANY ACT OF 1940
THE PLAN
1. INTRODUCTION
As required by Rule 18f-3 under the Investment Company Act of 1940, as
amended ("1940 Act"), this Plan describes the multi-class system for the Fund
that will apply to shares of capital stock, $0.01 par value of Scudder
International Fund (the "shares"), including the separate class arrangements for
shareholder and administrative services and the distribution of shares, the
method for allocating expenses, income, gain and loss of the Fund among classes
and, any related exchange privileges and conversion features applicable to the
classes.
Upon the effective date of this Plan, the Fund elects to offer multiple
classes of shares of the Portfolio, as described herein, pursuant to Rule 18f-3
and this Plan.
II. THE MULTI-CLASS SYSTEM
The Portfolio may offer four classes of shares, Class S Shares, Barrett
International Shares, Class R SHARES AND AARP SHARES. SHARES OF EACH CLASS OF
THE PORTFOLIO SHALL REPRESENT AN EQUAL PRO RATA interest in the Portfolio and,
generally, shall have identical voting, dividend, liquidation, and other rights,
preferences, powers, restrictions, limitations, qualifications and terms and
conditions, except that: (a) each class shall have a different designation; (b)
each class of shares shall bear any Class Expenses, as defined by subsection
A.2, below; (c) Class R shares may be subject to a distribution services fee and
an administrative services fee, which shall be paid pursuant to a Rule 12b-1 and
Administrative Services Plan adopted for that class; (d) each class shall have
exclusive voting rights on any matter submitted to shareholders that relates
solely to its shareholder services, administrative services or distribution
arrangements; (e) each class shall have separate voting rights on any matter
submitted to shareholders in which the interests of one class differ from the
interests of any other class; (f) each class may have separate exchange
privileges; (g) each class of shares may have separate account size
requirements; and (h) each class may have different conversion features. In
addition, the following provisions shall apply to the classes authorized hereby.
Barrett Shares shall be offered only to persons who are clients of Barrett
Associates, Inc. and International Shares shall be offered to any investors.
Class R Shares shall be offered to those eligible investors as set forth in the
Portfolio's prospectus or statement of additional information as from time to
time in effect.
A. ALLOCATION OF INCOME AND EXPENSES
1. GENERAL.
The gross income, realized and unrealized capital gains and
losses and expenses (other than Class Expenses, as defined below) of the
Portfolio shall be allocated to each share of the Portfolio, on the basis of its
net asset value relative to the net asset value of the Portfolio. Expenses to be
so allocated include expenses of the Fund that are not attributable to the
Portfolio, any class of the Portfolio or any other series of the Fund ("Fund
Expenses") and expenses of the Portfolio not attributable to a particular class
of the Portfolio ("Portfolio Expenses"). Fund Expenses include, but are not
limited to, Directors' fees, certain insurance costs and certain legal fees.
Portfolio Expenses include, but are not limited to, certain filing fees (i.e.,
state filing fees imposed on a Fund-wide basis and Securities and Exchange
Commission registration fees), custodial fees, advisory fees and other expenses
relating to the management of the Portfolio's assets.
2. CLASS EXPENSES.
Expenses attributable to one or more particular classes, which
are allocated on the basis of the amount incurred on behalf of each class
("Class Expenses") may include: (a) transfer agent fees attributable to a
specific class, (b) printing and postage expenses related to preparing and
distributing material such as shareholder reports, prospectuses and proxy
materials to current Fund shareholders; (c) registration fees (other than those
set forth in sub section A1 above); (d) the expense of administrative personnel
and services as required to support the shareholders of a specific class; (e)
litigation or other legal expenses and audit or other accounting expenses
relating to a specific class; (f) Director's fees incurred as a result of issues
relating to a specific class; and (g) shareholder or Directors' meeting costs
that relate to a specific class. All expenses described in this paragraph may be
allocated as Class Expenses, but only if the Fund's President and Treasurer have
determined, subject to the Board of Directors' approval or ratification, which
of such categories of expenses will be treated as Class Expenses, consistent
with applicable legal principles under the 1940 Act and the Internal Revenue
Code of 1986, as amended ("Code").
In the event that a particular expense is no longer reasonably
allocable by class or to a particular class, it shall be treated as a Fund
Expense or Portfolio Expense, and in the event a Fund Expense or Portfolio
Expense becomes allocable at a different level, including as a Class Expense, it
shall be so allocated, subject to compliance with Rule 18f-3 and to approval or
ratification by the Board of Directors.
The initial determination of expenses that will be allocated as Class
Expenses and any subsequent changes thereto shall be reviewed by the Board of
Directors and approved by such Board and by a majority of the Directors who are
not "interested persons" of the Fund or Portfolio, as defined in the 1940 Act
(the "Independent Directors"). Such expense allocation shall be set forth in a
schedule, as amended from time to time, by the Board of Directors, including a
majority of the Independent Directors, and shall form a part of this plan.
<PAGE>
3. WAIVERS OR REIMBURSEMENTS OF EXPENSES
Expenses may be waived or reimbursed by the Fund's investment
adviser, its principal underwriter, or any other provider of services to the
Portfolio or the Fund without the prior approval of the Board of Directors to
the extent such waiver or reimbursement does not jeopardize the Fund's status as
a "regulated investment company" under the Code.
B. EXCHANGE PRIVILEGES
Shareholders of the multi-class Portfolio (other than the Barrett
class) may exchange shares of their class for shares of a similar class of
another fund in the Scudder family, at the relative net asset values of the
respective shares to be exchanged and with no sales charge, subject to
applicable law, and to the applicable requirements, if any, as to minimum
amount.
C. CONVERSION PRIVILEGES
Upon the direction of a holder of Class S shares or Class AARP shares
of the Series, such shares will be converted to AARP shares or Class S shares of
the Series, respectively, at the relative net asset values of the two classes.
Any conversion of shares of one Class to shares of another Class is subject to
the continuing availability of a ruling of the Internal Revenue Service or an
opinion of counsel to the effect that the conversion of shares should not
constitute a taxable event under federal income tax law. Any such conversion may
be suspended if such a ruling or opinion is no longer available.
D. BOARD REVIEW
1. INITIAL APPROVAL
The Board of Directors, including a majority of the
Independent Directors, at a meeting held March 14, 2000 approved the Plan based
on a determination that the Plan, including the expense allocation, is in the
best interests of each class individually and of the Portfolio and the Fund.
Their determination was based on their review of information furnished to them
which they deemed reasonably necessary and sufficient to evaluate the Plan.
2. APPROVAL OF AMENDMENTS
The Plan may not be amended materially unless the Board of Directors,
including a majority of the Independent Directors, has found that the proposed
amendment, including any proposed related expense allocation, is in the best
interests of each class individually and of the Portfolio and the Fund. Such
finding shall be based on information requested by, and furnished to, the Board
that the Board deems reasonably necessary to evaluate the proposed amendment.
<PAGE>
3. PERIODIC REVIEW
The Board shall review reports of expense allocations and such other
information as they request at such times, or pursuant to such schedule, as they
may determine consistent with applicable legal requirements.
E. CONTRACTS
Any Agreement related to the multi-class system shall require
the parties thereto to furnish to the Board of Directors, upon their request,
such information as is reasonably necessary to permit the Directors to evaluate
the plan or any proposed amendment.
F. EFFECTIVE DATE
The Plan, having been reviewed and approved by the Board of Directors
and by a majority of the Independent Directors as indicated in subsection D1 of
Section II of the Plan, shall take effect as of the implementation of the
multi-class system, except that allocation of Class Expenses shall not occur
until the effective date of the Fund's post-effective amendment to its
registration statement containing disclosure concerning the multi-class system.
G. AMENDMENTS
The Plan may not be amended to modify materially its terms unless such
amendment has been approved in the manner specified in subsection D2 of Section
II of the Plan.
<PAGE>
Schedule to Amended Multi-Distribution System Plan
Allocation of Class Expenses
CLASS R SHARES
1. Transfer agent fees attributable to Class R Shares;
2. Printing and postage expenses related to preparing and distributing
material such as shareholder reports, prospectuses and proxy materials
to current holders of Class R Shares;
3. Registration fees (other than State registration fees imposed on a
Fund-wide basis and Securities and Exchange Commission registration
Fees) for Class R Shares;
4. Litigation or other legal expenses relating solely to Class R Shares;
5. Trustees' fees incurred as a result of issues relating solely to Class
R Shares;
6. The expense of holding meetings solely for holders of Class R Shares;
and
7. Any expenses incurred as a result of being an Underlying Fund of
Scudder Pathway Series under the Special Servicing Agreement dated
November 15, 1996.
CLASS S SHARES
1. Transfer agent fees attributable to Class S Shares;
2. Printing and postage expenses related to preparing and distributing
material such as shareholder reports, prospectuses and proxy materials
to current holders of Class S Shares;
3. Registration fees (other than State registration fees imposed on a
Fund-wide basis and Securities and Exchange Commission registration
Fees) for Class S Shares;
4. Litigation or other legal expenses relating solely to Class S Shares;
5. Trustees' fees incurred as a result of issues relating solely to Class
S Shares;
6. The expense of holding meetings solely for holders of Class S Shares;
and
7. Any expenses incurred as a result of being an Underlying Fund of
Scudder Pathway Series under the Special Servicing Agreement dated
November 15, 1996.
<PAGE>
AARP SHARES
1. Transfer agent fees attributable to AARP Shares;
2. Printing and postage expenses related to preparing and distributing
material such as shareholde reports, prospectuses and proxy materials
to current holders of AARP Shares;
3. Registration fees (other than State registration fees imposed on a
Fund-wide basis and Securities and Exchange Commission registration
Fees) for AARP Shares;
4. Litigation or other legal expenses relating solely to AARP Shares;
5. Trustees' fees incurred as a result of issues relating solely to AARP
Shares;
6. The expense of holding meetings solely for holders of AARP Shares; and
7. Any expenses incurred as a result of being an Underlying Fund of
Scudder Pathway Series under the Special Servicing Agreement dated
November 15, 1996.
BARRETT INTERNATIONAL SHARES
1. Transfer agent fees attributable to AARP Shares;
2. Printing and postage expenses related to preparing and distributing
material such as shareholder reports, prospectuses and proxy materials
to current holders of AARP Shares;
3. Registration fees (other than State registration fees imposed on a
Fund-wide basis and Securities and Exchange Commission registration
Fees) for AARP Shares;
4. Litigation or other legal expenses relating solely to AARP Shares;
5. Trustees' fees incurred as a result of issues relating solely to AARP
Shares;
6. The expense of holding meetings solely for holders of AARP Shares; and
7. Any expenses incurred as a result of being an Underlying Fund of
Scudder Pathway Series under the Special Servicing Agreement dated
November 15, 1996.
