As filed with the Securities and Exchange Commission
on March 29, 2000
Securities Act File No. 333-31844
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /___ /
Pre-Effective Amendment No. / 1 / Post-Effective Amendment No. /____/
GLOBAL/INTERNATIONAL FUND, INC.
(Exact Name of Registrant as Specified in Charter)
345 Park Avenue, New York, New York 10154
(Address of Principal Executive Offices) (Zip Code)
John Millette
Scudder Kemper Investments, Inc
Two International Place
Boston, MA 02110-4103
(Name and Address of Agent for Service)
(617) 295-1000
(Registrant's Area Code and Telephone Number)
with copies to:
Caroline Pearson, Esq. Sheldon A. Jones, Esq.
Scudder Kemper Investments, Inc. Dechert Price & Rhoads
Two International Place Ten Post Office Square - South
Boston, MA 02110-4103 Boston, MA 02109-4603
Approximate Date of Proposed Public Offering:
As soon as practicable after this Registration Statement is declared effective.
Title of Securities Being Registered:
Capital Stock ($.01 par value)
of Scudder Global Bond Fund, a series of the Registrant
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 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.
PART C. OTHER INFORMATION
Item 15. Indemnification.
A policy of insurance covering Scudder Kemper Investments,
Inc., its subsidiaries including Scudder Investor Services,
Inc., and all of the registered investment companies advised
by Scudder Kemper Investments, Inc. insures the Registrant's
Directors and officers and others against liability arising by
reason of an alleged breach of duty caused by any negligent
error or accidental omission in the scope of their duties.
Article Tenth of Registrant's Articles of Incorporation state as
follows:
TENTH: Liability and Indemnification
To the fullest extent permitted by the Maryland General Corporation Law
and the Investment Company Act of 1940, no director or officer of the
Corporation shall be liable to the Corporation or to its stockholders for
damages. This limitation on liability applies to events occurring at the time a
person serves as a director or officer of the Corporation, whether or not such
person is a director or officer at the time of any proceeding in which liability
is asserted. No amendment to these Articles of Amendment and Restatement or
repeal of any of its provisions shall limit or eliminate the benefits provided
to directors and officers under this provision with respect to any act or
omission which occurred prior to such amendment or repeal.
The Corporation, including its successors and assigns, shall indemnify
its directors and officers and make advance payment of related expenses to the
fullest extent permitted, and in accordance with the procedures required by
Maryland law, including Section 2-418 of the Maryland General Corporation Law,
as may be amended from time to time, and the Investment Company Act of 1940. The
By-laws may provide that the Corporation shall indemnify its employees and/or
agents in any manner and within such limits as permitted by applicable law. Such
indemnification shall be in addition to any other right or claim to which any
director, officer, employee or agent may otherwise be entitled.
The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or is or was serving at the request of the Corporation as a director, officer,
partner, trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise or employee benefit plan
against any liability asserted against and incurred by such person in any such
capacity or arising out of such person's position, whether or not the
Corporation would have had the power to indemnify against such liability.
The rights provided to any person by this Article shall be enforceable
against the Corporation by such person who shall be presumed to have relied upon
such rights in serving or continuing to serve in the capacities indicated
herein. No amendment of these Articles of Amendment and Restatement shall impair
the rights of any person arising at any time with respect to events occurring
prior to such amendment.
Nothing in these Articles of Amendment and Restatement shall be deemed
to (i) require a waiver of compliance with any provision of the Securities Act
of 1933, as amended, or the Investment Company Act of 1940, as amended, or of
any valid rule, regulation or order of the Securities and Exchange Commission
under those Acts or (ii) protect any director or officer of the Corporation
against any liability to the Corporation or its stockholders to which he would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of his or her duties or by reason of his or her
reckless disregard of his or her obligations and duties hereunder.
Item 16. Exhibits:
1. (a)(1) Articles of Amendment and Restatement, dated December
13, 1990, is incorporated by reference to Post-Effective
Amendment No. 8 to the Registration Statement of
Global/International Fund, Inc. on Form N-1A, as amended
(the "Registration Statement")
(a)(2) Articles of Amendment, dated December 29, 1997, is
incorporated by reference to Post-Effective Amendment No. 34
to the Registration Statement.
(a)(3) Articles of Amendment, dated May 29, 1998, is incorporated
by reference to Post-Effective Amendment No. 34 to the
Registration Statement.
(a)(4) Articles Supplementary, dated February 14, 1991, is
incorporated by reference to Post-Effective Amendment No. 9
to the Registration Statement.
(a)(5) Articles Supplementary, dated July 11, 1991, is
incorporated by reference to Post-Effective Amendment No. 12
to the Registration Statement.
(a)(6) Articles Supplementary, dated November 24, 1992, is
incorporated by reference to Post-Effective Amendment No. 18
to the Registration Statement.
(a)(7) Articles Supplementary, dated October 20, 1993, is
incorporated by reference to Post-Effective Amendment No. 19
to the Registration Statement.
(a)(8) Articles Supplementary, dated December 14, 1995, is
incorporated by reference to Post-Effective Amendment No. 26
to the Registration Statement.
(a)(9) Articles Supplementary, dated March 6, 1996, is
incorporated by reference to Post-Effective Amendment No. 28
to the Registration Statement.
(a)(10) Articles Supplementary, dated April 15, 1998 is
incorporated by reference to Post-Effective Amendment No. 34
to the Registration Statement.
2. (b)(1) By-Laws, dated May 15, 1986, are incorporated by reference
to the original Registration Statement.
(b)(2) Amendment, dated May 4, 1987, to the By-Laws is
incorporated by reference to Post-Effective Amendment No. 2
to the Registration Statement.
(b)(3) Amendment to the By-Laws, dated September 14, 1987, is
incorporated by reference to Post-Effective Amendment No. 5
to the Registration Statement.
(b)(4) Amendment to the By-Laws, dated July 27, 1988, is
incorporated by reference to Post-Effective Amendment No. 5
to the Registration Statement.
(b)(5) Amendment to the By-Laws, dated September 15, 1989, is
incorporated by reference to Post-Effective Amendment No. 7
to the Registration Statement.
(b)(6) Amended and Restated By-Laws, dated March 4, 1991, are
incorporated by reference to Post-Effective Amendment No. 12
to the Registration Statement.
(b)(7) Amendment to the By-Laws, dated September 20, 1991, is
incorporated by reference to Post-Effective Amendment No. 15
to the Registration Statement.
(b)(8) Amendment to the By-Laws, dated December 12, 1991, is
incorporated by reference to Post-Effective Amendment No. 23
to the Registration Statement.
(b)(9) Amendment to the By-Laws, dated October 1, 1996, is
incorporated by reference to Post-Effective Amendment No. 27
to the Registration Statement.
(b)(10) Amendment to the By-Laws, dated December 3, 1997, is
incorporated by reference to Post-Effective Amendment No. 34
to the Registration Statement.
3. Inapplicable.
4. Agreement and Plan of Reorganization is incorporated by
reference to Exhibit A to Part A of the Registrant's
Registration Statement on Form N-14 filed with the
Securities and Exchange Commission on March 6, 2000.
5. (e)(1) Specimen Share Certificate representing shares of
capital stock of $.01 par value of Scudder Global Fund is
incorporated by reference to Post-Effective Amendment No. 6
to the Registration Statement.
(e)(2) Specimen Share Certificate representing shares of capital
stock of $.01 par value of Scudder International Bond Fund
is incorporated by reference to Post-Effective Amendment No.
6 to the Registration Statement.
6. (f)(1) Investment Management Agreement between the
Registrant (on behalf of Scudder Global Fund) and Scudder
Kemper Investments, Inc. dated September 7, 1998 is
incorporated by reference to Post-Effective Amendment No. 36
to the Registration Statement.
(f)(2) Investment Management Agreement between the Registrant (on
behalf of Scudder International Bond Fund) and Scudder
Kemper Investments, Inc., dated September 7, 1998, is
incorporated by reference to Post-Effective Amendment No. 36
to the Registration Statement.
(f)(3) Investment Management Agreement between the Registrant (on
behalf of Scudder Global Bond Fund) and Scudder Kemper
Investments, Inc., dated September 7, 1998, is incorporated
by reference to Post-Effective Amendment No. 36 to the
Registration Statement.
(f)(4) Investment Management Agreement between the Registrant (on
behalf of Scudder Global Discovery Fund) and Scudder Kemper
Investments, Inc., dated September 7, 1998, is incorporated
by reference to Post Effective Amendment No. 36 to the
Registration Statement.
(f)(5) Investment Management Agreement between the Registrant (on
behalf of Scudder Emerging Markets Income Fund) and Scudder
Kemper Investments, Inc., dated September 7, 1998 is
incorporated by reference to Post-Effective Amendment No. 36
to the Registration Statement.
7. (g)(1) Underwriting Agreement between the Registrant and
Scudder Investor Services, Inc., dated September 7, 1998, is
incorporated by reference to Post-Effective Amendment No. 36
to the Registration Statement.
(g)(2) Underwriting and Distribution Services Agreement between the
Registrant (on behalf of Global Discovery Fund) and Kemper
Distributors, Inc., dated August 6, 1998 incorporated by
reference to Post Effective Amendment 36 to the Registration
Statement.
(g)(3) Underwriting and Distribution Services Agreement between the
Registrant, (on behalf of Global Discovery Fund) and Kemper
Distributors, Inc., dated September 7, 1998, is incorporated
by reference to Post Effective Amendment No. 37 to the
Registration Statement.
8. Inapplicable.
9. (i)(1) Custodian Agreement between the Registrant and State
Street Bank and Trust Company, dated July 24, 1986, is
incorporated by reference to Post-Effective Amendment No. 1
to the Registration Statement.
(i)(2) Fee schedule for Exhibit (g)(1) is incorporated by reference
to Post-Effective Amendment No. 4 to the Registration
Statement.
(i)(3) Custodian Agreement between the Registrant (on behalf of
Scudder International Bond Fund) and Brown Brothers Harriman
& Co., dated July 1, 1988, is incorporated by reference to
Post-Effective Amendment No. 5 to the Registration
Statement.
(i)(4) Fee schedule for Exhibit 8(g)(3) is incorporated by
reference to Post-Effective Amendment No. 5 to the
Registration Statement.
(i)(5) Amendment, dated September 16, 1988, to the Custodian
Contract between the Registrant and State Street Bank and
Trust Company dated July 24, 1986 is Incorporated by
reference to Post-Effective Amendment No. 6 to the
Registration Statement.
(i)(6) Amendment, dated December 7, 1988, to the Custodian Contract
between the Registrant and State Street Bank and Trust
Company dated July 24, 1986 is incorporated by reference to
Post-Effective Amendment No. 6 to the Registration
Statement.
(i)(7) Amendment, dated November 30, 1990, to the Custodian
Contract between the Registrant and State Street Bank and
Trust Company, dated July 24, 1986, is incorporated by
reference to Post-Effective Amendment No. 10 to the
Registration Statement.
(i)(8) Custodian Agreement between the Registrant (on behalf of
Scudder Short Term Global Income Fund) and Brown Brothers
Harriman & Co., dated February 28, 1991, is incorporated by
reference to Post-Effective Amendment No. 15 to the
Registration Statement.
(i)(9) Custodian Agreement between the Registrant (on behalf of
Scudder Global Small Company Fund) and Brown Brothers
Harriman & Co., dated August 30, 1991, is incorporated by
reference to Post-Effective Amendment No. 16 to the
Registration Statement.
(i)(10) Custodian Agreement between the Registrant (on behalf of
Scudder Emerging Markets Income Fund) and Brown Brothers
Harriman & Co., dated December 31, 1993, is incorporated by
reference to Post-Effective Amendment No. 23 to the
Registration Statement.
(i)(11) Amendment (on behalf of Scudder Global Fund) dated October
3, 1995 to the Custodian Agreement between the Registrant
and Brown Brothers Harriman & Co., dated March 7, 1995, is
incorporated by reference to Post-Effective Amendment No. 24
to the Registration Statement.
(i)(12) Amendment, dated September 29, 1997, to the Custodian
Contract between the Registrant and Brown Brothers Harriman
& Co. dated, March 7, 1995, is incorporated by reference to
Post-Effective Amendment No. 32 to the Registration
Statement.
(i)(13) Amendment (on behalf of Scudder International Bond Fund),
dated April 16, 1998, to the Custodian Agreement between the
Registrant and Brown Brothers Harriman & Co., dated March 7,
1995, is incorporated by reference to Post-Effective
Amendment No. 34 to the Registration Statement.
(i)(14) Amendment (on behalf of Scudder Global Discovery Fund),
dated April 16, 1998, to the Custodian Agreement between the
Registrant and Brown Brothers Harriman & Co., dated March 7,
1998, is incorporated by reference to Post-Effective
Amendment No. 34 to the Registration Statement.
(i)(15) Amendment (on behalf of Scudder Emerging Markets Income
Fund), dated June 17, 1998, to the Custodian Agreement
between the Registrant and Brown Brothers Harriman & Co.,
dated March 7, 1995, is incorporated by reference to
Post-Effective Amendment No. 34 to the Registration
Statement.
10. (j)(1) Amended and Restated Rule 12b-1 Plan for Global
Discovery Fund Class B Shares, dated August 6, 1998, is
incorporated by reference to Post Effective Amendment No. 36
to the Registration Statement.
(j)(2) Amended and Restated Rule 12b-1 Plan for Global Discovery
Fund Class C Shares dated August 6, 1998 is incorporated by
reference to Post Effective Amendment No. 36 to the
Registration Statement.
(j)(3) Mutual Funds Multi-Distribution System Plan pursuant to Rule
18f-3 is incorporated by reference to Post-Effective
Amendment No. 33 to the Registration Statement.
(j)(4) Global/International Fund, Inc. Plan with respect to Scudder
Global Bond Fund pursuant to rule 18f-3 under the Investment
Company Act of 1940 dated March 14, 2000, filed herewith.
11. Opinion and consent of Dechert Price & Rhoads is
incorporated by reference to Exhibit 11 to the Registrant's
Registration Statement on Form N-14 filed with the
Securities and Exchange Commission on March 6, 2000.
12. Opinion and consent of Willkie Farr & Gallagher to be filed
by post-effective amendment.
13. (m)(1) Transfer Agency and Service Agreement between the
Registrant and Scudder Service Corporation, dated October 2,
1989, is incorporated by reference to Post-Effective
Amendment No. 7 to the Registration Statement.
(m)(2) Revised fee schedule dated October 1, 1996 for Exhibit
9(a)(1) is incorporated by reference to Post-Effective
Amendment No. 28 to the Registration Statement.
(m)(3) Agency agreement between the Registrant, (on behalf of
Global Discovery Fund) and Kemper Service Company ,dated
April 16,1998, is incorporated by reference to
Post-Effective Amendment No. 35 to the Registration
Statement.
(m)(4) COMPASS Service Agreement between Scudder Trust Company and
the Registrant, dated October 1, 1995, is incorporated by
reference to Post-Effective Amendment No. 26 to the
Registration Statement.
(m)(5) Revised fee schedule, dated October 1, 1996, for Exhibit
9(b)(4) is incorporated by reference to Post-Effective
Amendment No. 28 to the Registration Statement.
(m)(6) Shareholder Services Agreement with Charles Schwab & Co.,
Inc., dated June 1, 1990, is incorporated by reference to
Post-Effective Amendment No. 7 to the Registration
Statement.
(m)(7) Service Agreement between Copeland Associates, Inc. and
Scudder Service Corporation (on behalf of Scudder Global
Fund and Scudder Global Small Company Fund), dated June 8,
1995, is incorporated by reference to Post-Effective
Amendment No. 24 to the Registration Statement.
(m)(8) Administrative Services Agreement between McGladvey &
Pullen, Inc. and the Registrant ,dated September 30, 1995,
is incorporated by reference to Post-Effective Amendment No.
26 to the Registration Statement.
(m)(9) Administrative Services Agreement between the Registrant (on
behalf of Global Discovery Fund) and Kemper Distributors,
Inc., dated April 16, 1998, is incorporated by reference to
Post-Effective Amendment No. 34 to the Registration
Statement.
(m)(10) Fund Accounting Services Agreement between the Registrant
(on behalf of Scudder Global Fund) and Scudder Fund
Accounting Corporation, dated March 14, 1995, is
incorporated by reference to Post-Effective Amendment No. 24
to the Registration Statement.
(m)(11) Fund Accounting Services Agreement between the Registrant
(on behalf of Scudder International Bond Fund) and Scudder
Fund Accounting Corporation, dated August 3, 1995, is
incorporated by reference to Post-Effective Amendment No. 25
to the Registration Statement.
(m)(12) Fund Accounting Services Agreement between the Registrant
(on behalf of Scudder Global Small Company Fund) and Scudder
Fund Accounting Corporation, dated June 15, 1995, is
incorporated by reference to Post-Effective Amendment No. 25
to the Registration Statement.
(m)(13) Fund Accounting Services Agreement between the Registrant
(on behalf of Scudder Global Bond Fund (formerly Scudder
Short Term Global Income Fund)) and Scudder Fund Accounting
Corporation, dated November 29, 1995, is incorporated by to
Post-Effective Amendment No. 26 to the Registration
Statement.
(m)(14) Fund Accounting Services Agreement between the Registrant
(on behalf of Scudder Emerging Markets Income Fund) and
Scudder Fund Accounting Corporation, dated February 1, 1996,
is incorporated by reference to Post-Effective Amendment No.
27 to the Registration Statement.
14. Consents of PricewaterhouseCoopers LLP are incorporated by
reference to Exhibit 14 to the Registrant's Registration
Statement on Form N-14 filed with the Securities and
Exchange Commission on March 6, 2000.
15. Inapplicable.
16. Powers of attorney are incorporated by reference to Exhibit
16 to the Registrant's Registration Statement on Form N-14
filed with the Securities and Exchange Commission on March
6, 2000.
17. Revised Form of Proxy filed herein.
Item 17. Undertakings.
(1) The undersigned registrant agrees that prior to any public reoffering
of the securities registered through the use of a prospectus which is
a part of this registration statement by any person or party who is
deemed to be an underwriter within the meaning of Rule 145(c) of the
Securities Act [17 CFR 230.145c], the reoffering prospectus will
contain the information called for by the applicable registration form
for C-8 350 reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of the
applicable form.
(2) The undersigned registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as a part of an amendment to
the registration statement and will not be used until the amendment is
effective, and that, in determining any liability under the 1933 Act,
each post-effective amendment shall be deemed to be a new registration
statement for the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona fide
offering of them.
(3) The undersigned registrant undertakes to file, by post-effective
amendment, an opinion of counsel supporting the tax consequences of
the proposed reorganization within a reasonable time after receipt of
such opinion.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, Global/International Fund, Inc. has duly caused this
Registration Statement on Form N-14 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston and the
Commonwealth of Massachusetts on the 29th day of March, 2000.
GLOBAL/INTERNATIONAL FUND, INC.
By: /s/ Nicholas Bratt
Title: President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form N-14 has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Nicholas Bratt President March 29, 2000
- ------------------
Nicholas Bratt
/s/ Sheryle J. Bolton* Director March 29, 2000
- ----------------------
Sheryle J. Bolton
/s/ William T. Burgin* Director March 29, 2000
- ----------------------
William T. Burgin
/s/ Keith R. Fox* Director March 29, 2000
- -----------------
Keith R. Fox
/s/ William H. Luers* Director March 29, 2000
- ---------------------
William H. Luers
/s/ Kathryn L. Quirk* Director, Vice President and March 29, 2000
- --------------------- Assistant Secretary
Kathryn L. Quirk
/s/ Joan E. Spero* Director March 29, 2000
- ------------------
Joan E. Spero
/s/ John R. Hebble Treasurer (Principal Financial March 29, 2000
- ------------------ and Accounting Officer)
John R. Hebble
*By: /s/ Sheldon A. Jones March 29, 2000
--------------------
Sheldon A. Jones
Attorney-in-fact
*Executed pursuant to powers of attorney filed with the Registrant's
Registration Statement on Form N-14 as filed with the Commission electronically
on March 6, 2000.