Exhibit (b)(2)
SCUDDER FUND, INC.
On February 8, 2000, the Board of Directors of Scudder Fund, Inc., a
Maryland corporation (the "Corporation") adopted the following resolutions
amending the By-Laws of the Corporation to read as follows:
RESOLVED, that the second paragraph of Article I, Section 6 of
the Fund's By-Laws shall be amended to read as follows
(additions are underlined, and deletions are [struckout]):
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Section 6. Voting. With respect to all Shares having voting
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rights (a) a stockholder may vote the Shares owned by him/her
as of the record date determined pursuant to Section 3 of
Article V either in person or by proxy [executed in writing]
by the stockholder or by his/her duly authorized
attorney-in-fact, provided that no proxy shall be valid after
eleven months from its date unless otherwise provided in the
proxy and (b) in all elections for directors every stockholder
shall have the right to vote, in person or by proxy, the
Shares owned by him/her as of the record date determined
pursuant to Section 3 of Article V, for as many persons as
there are directors to be elected and for whose election
he/she has a right to vote.
FURTHER RESOLVED, that Article I, Section 11 of the Fund's
By-Laws shall be added and read as follows:
Section 11. Proxy Instructions Transmitted by Telephonic or
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Electronic Means. The placing of a Shareholder's name on a
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proxy pursuant to telephonic or electronically transmitted
instructions obtained pursuant to procedures reasonably
designed to verify that such instructions have been authorized
by such Shareholder shall constitute the proxy of such
Shareholder.
