As filed with the Securities and Exchange Commission
on March 29, 2000
Securities Act File No. 333-31650
- --------------------------------------------------------------------------------
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, NY 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
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.
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 3, 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 3, 2000.
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 3, 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 under the Investment Company Act of
1940 dated March 14, 2000, filed herewith.
(11) Opinion and Consent of Dechert Price & Rhoads is
incorporated by reference to Exhibit 11 to the
Registrant's Registration Statement on Form N-14
filed with the Securities and Exchange Commission
on March 3, 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 3, 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 3, 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.
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 March 29, 2000
- --------------------- and Assistant Secretary
Kathryn L. Quirk
/s/ Joan E. Spero* Director March 29, 2000
- ------------------
Joan E. Spero
/s/ John R. Hebble Treasurer (Principal March 29, 2000
- ------------------ Financial and Accounting
John R. Hebble Officer)
*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 3, 2000.