Exhibit (a)(16)
SCUDDER FUND, INC.
ARTICLES SUPPLEMENTARY
TO THE ARTICLES OF INCORPORATION
SCUDDER FUND, INC., a Maryland corporation (which is hereinafter called
the "Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: Pursuant to and in accordance with Section 2-105(c) of the
Maryland General Corporation Law, the aggregate number of shares of capital
stock that the Corporation, which is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended, has the
authority to issue is hereby increased to nineteen billion (19,000,000,000)
shares, with a par value of $0.001 per share, for an aggregate par value of
nineteen million dollars ($19,000,000).
(a) Immediately before the increase effected by these
Articles Supplementary, the total number of shares of
capital stock of all classes that the Corporation had
the authority to issue was fifteen billion
(15,000,000,000) shares with a par value of $0.001
per share, for an aggregate par value of fifteen
million dollars ($15,000,000).
(b) Immediately after the increase effected by these
Articles Supplementary, the total number of shares of
capital stock of all classes that the Corporation has
the authority to issue is nineteen billion
(19,000,000,000) shares, with a par value of $0.001
per share, for an aggregate par value of nineteen
million dollars ($19,000,000).
SECOND: Pursuant to the authority expressly vested in the Board of
Directors of the Corporation by Article V of the Charter of the Corporation, the
Board of Directors has duly classified four billion (4,000,000,000) shares of
the capital stock of the Corporation resulting from the increase of authorized
capital stock effected by these Articles Supplementary as additional shares of
the Institutional Shares class of the Scudder Money Market Series of the
Corporation's capital stock.
Immediately before the increase effected by these Articles
Supplementary, the Corporation had the authority to issue fifteen billion
(15,000,000,000) shares of capital stock, $0.001 par value per share, of which
nine billion seven hundred seventy-five million (9,775,000,000) of such shares
were designated as the Scudder Money Market Series, which is further classified
into eight hundred million (800,000,000) Managed Shares, five billion six
hundred fifteen million (5,615,000,000) Institutional Shares, two billion one
hundred eighty million (2,180,000,000) Premium Money Market Shares and one
billion one hundred eighty million (1,180,000,000) Prime Reserve Money Market
Shares; one billion (1,000,000,000) of such shares were designated as the
Scudder Tax Free Money Market Series, which is further classified into five
hundred million (500,000,000) Managed Shares and five hundred million
(500,000,000) Institutional Shares; three billion (3,000,000,000) of such shares
were designated as the Scudder Government Money Market Series, which is further
classified into one billion five hundred million (1,500,000,000) Managed Shares
and one billion five hundred million (1,500,000,000) Institutional Shares;
twenty-five million (25,000,000) of such shares were designated as the Managed
Federal Securities Fund; and fifty million (50,000,000) of
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such shares were designated to each of the following: the Managed Intermediate
Government Fund, the Managed Municipal Income Fund, the Managed New York
Municipal Income Fund, the Managed Total Return Fund, the Managed Cash Plus
Fund, the Managed Global Equity Fund, the Managed Emerging Markets Equity Fund,
the Managed International Equity Fund, the Managed Global Small Company Equity
Fund, the Managed Latin America Equity Fund, the Managed Japanese Equity Fund,
the Managed Pacific Basin Equity Fund, the Managed Growth and Income Fund, the
Managed Quality Growth Fund, the Managed Value Equity Fund, the Managed Small
Company Equity Fund, the Managed Defensive Limited Volatility Bond Fund, the
Managed Intermediate Limited Volatility Bond Fund, the Managed Active Value Bond
Fund, the Managed Long Duration Bond Fund, the Managed Mortgage Investment Fund,
the Managed Global Bond Fund, the Managed International Bond Fund and the
Managed Emerging Markets Fixed Income Fund (all of such classes being
collectively referred to herein as the "Fifty Million Classes").
Immediately after the increase effected by these Articles
Supplementary, the Corporation will have the authority to issue nineteen billion
(19,000,000,000) shares of capital stock, $0.001 par value per share, thirteen
billion seven hundred seventy-five million (13,775,000,000) of such shares being
designated as the Scudder Money Market Series, which will be further classified
into eight hundred million (800,000,000) Managed Shares, nine billion six
hundred fifteen million (9,615,000,000) Institutional Shares, two billion one
hundred eighty million (2,180,000,000) Premium Money Market Shares and one
billion one hundred eighty million (1,180,000,000) Prime Reserve Money Market
Shares; one billion (1,000,000,000) of such shares being designated as the
Scudder Tax Free Money Market Series, which is further classified into five
hundred million (500,000,000) Managed Shares and five hundred million
(500,000,000) Institutional Shares; three billion (3,000,000,000) of such shares
being designated as the Scudder Government Money Market Series, which is further
classified into one billion five hundred million (1,500,000,000) Managed Shares
and one billion five hundred million (1,500,000,000) Institutional Shares;
twenty-five million (25,000,000) of such shares being designated as the Managed
Federal Securities Fund; and fifty million (50,000,000) of such shares being
designated to each of the Fifty Million Classes.
THIRD: Except as otherwise provided by the express provisions of these
Articles Supplementary, nothing herein shall limit, by inference or otherwise,
the discretionary right of the Board of Directors of the Corporation to classify
and reclassify and issue any unissued shares of any series or class of the
Corporation's capital stock and to fix or alter all terms thereof to the full
extent provided by the Charter of the Corporation.
FOURTH: The Board of Directors of the Corporation duly authorized and
adopted resolutions by unanimous written consent increasing the aggregate number
of shares of capital stock that the Corporation has authority to issue and
classifying the authorized capital stock of the Corporation, as set forth in
these Articles Supplementary.
IN WITNESS WHEREOF, Scudder Fund, Inc. has caused these Articles
Supplementary to be signed and acknowledged in its name and on its behalf by its
Vice President and attested to by its Assistant Secretary on this 11th day of
November 1999; and its Vice President acknowledges that these Articles
Supplementary are the act of Scudder Fund, Inc., and he further acknowledges
that, as to all matters or facts set forth herein which are required to be
verified under oath, such matters and facts are true in all material respects to
the best of his knowledge, information and belief, and that
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this statement is made under the penalties for perjury.
ATTEST: SCUDDER FUND, INC.
/s/Caroline Pearson By: /s/John Millette (SEAL)
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Caroline Pearson, Assistant Secretary John Millette, Vice President
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