(AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 27, 2005)
INVESTMENT COMPANY ACT FILE NO. 811-06041
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-2
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [_]
AMENDMENT NO. 17 [X]
THE CENTRAL EUROPE AND RUSSIA FUND, INC.
(Exact Name of Registrant as Specified in its Charter)
345 PARK AVENUE, NEW YORK, NEW YORK 10154
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (800) 437-6269
BRUCE A. ROSENBLUM, ESQ.
THE CENTRAL EUROPE AND RUSSIA FUND, INC.
C/O DEUTSCHE ASSET MANAGEMENT
1 SOUTH STREET
BAL01-1806
BALTIMORE, MD 21202
(Name and Address of Agent for Service)
If any securities being registered on this form will be offered on a delayed or
continuous basis in reliance on Rule 415 under the Securities Act of 1933, other
than securities offered in connection with a dividend reinvestment plan, check
the following box. [_]
Itis proposed that this filing will become effective:
[_] when declared effective pursuant to Section 8(c).
The Following boxes should only be included and completed if the registrant is a
registered closed-end management investment company or business development
company which makes periodic repurchase offers under Rule 23c-3 under the
Investment Company Act and is making this filing in accordance with Rule 486
under the Securities Act:
[_] immediately upon filing pursuant to paragraph (b).
[_] on (date) pursuant to paragraph (b).
[_] 60 days after filing pursuant to paragraph (a).
[_] on (date) pursuant to paragraph (a).
If appropriate, check the following box:
[_] This [post-effective] amendment designates a new effective date for a
previously filed [post-effective amendment] [registration statement]
[_] This form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act and the Securities Act
registration statement number of the earlier effective registration statement
for the same offering is ___________.
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PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
Amendment to the Bylaws of the Registrant, as adopted on January 24,
2005 by the Registrant's Board of Directors, is filed herewith as Exhibit
(2)(b). This amendment was previously filed as Amendment No. 16 to the Fund's
Registration Statement on February 3, 2005. Certain text was inadvertently
deleted in the Amendment No. 16 filing.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Baltimore,
and the state of Maryland, on the 27th day of April, 2005.
THE CENTRAL EUROPE AND RUSSIA FUND, INC.
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(REGISTRANT)
By: /s/ Bruce A. Rosenblum
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Bruce A. Rosenblum
Secretary
INDEX TO EXHIBITS
(2)(b) -- Amendment to Bylaws of the Registrant
EXHIBIT (2)(b)
Article III Section 3 was amended by deleting the first paragraph and
replacing it with the following paragraph.
Section 3. Qualifications. Directors need not be stockholders. Each
Director shall hold office until the earlier of: (a) the expiration of his term
and his or her successor shall have been elected and qualifies, (b) his or her
death, (c) his or her resignation, or (d) his or her removal. To be eligible for
nomination as a director a person must, at the time of such person's nomination
by the Board of Directors, (a) have Relevant Experience and Country Knowledge
(as defined below), (b) not have any Conflict of Interest (as defined below) and
(c) not be of an age such that he will attain the age of over 70 years in the
calendar year in which his or her term will end; provided that clause (c) shall
not apply to any person who was a Director on October 15, 1999 or to any person
whom the Nominating Committee (or in the absence of such a Committee, the Board
of Directors) determines to except from that clause on the basis that the
person's prior public or government service or other broad-based activities in
the business community make it essential that the Corporation continue to
receive the benefit of the person's services as a Director. The determination
described in the previous sentence shall be made on or before the time of
nomination. Whether a proposed nominee satisfies the foregoing qualifications
shall be determined by the Nominating Committee or, in the absence of such a
Committee, by the Board of Directors, each in its sole discretion. For purposes
of the following definitions of Relevant Experience and Country Knowledge and
Conflict of Interest, the term "Specified Country" means any one or more of the
following countries: Czech Republic, Hungary, Germany, Poland or Russia.