Exhibit (a)(12)
ARTICLES OF AMENDMENT
OF
GLOBAL/INTERNATIONAL FUND, INC.
GLOBAL/INTERNATIONAL FUND, INC., a Maryland corporation (which is
hereinafter called the "Corporation"), hereby certifies to the State Department
of Assessments and Taxation of Maryland (which is hereinafter referred to as
the "SDAT") that:
FIRST: The Charter of the Corporation is hereby amended to change and
reclassify all of the issued and outstanding shares of the International Bond
Fund series of the Corporation's capital stock into Class S Shares of the Global
Bond Fund series of the Corporation's capital stock, and to cancel and terminate
the International Bond Fund series of the Corporation's capital stock, and from
and after the Closing Date (as hereinafter defined), all of the authorized
shares of the Corporation's capital stock heretofore classified and designated
as shares of the International Bond Fund series of the Corporation's capital
stock shall cease to constitute shares of the International Bond Fund series of
the Corporation's capital stock and, instead, such shares shall constitute
either (i) issued and outstanding shares of the Class S Shares class of the
Global Bond Fund series of the Corporation's capital stock or (ii) authorized
but unissued and unclassified shares of the Corporation's capital stock, as
further described in "SECOND," below.
SECOND: The following provisions shall apply in order to effectuate
the change and reclassification described in Article FIRST above:
(A) As of the Closing Date, all of the issued and outstanding shares of
the International Bond Fund series shall automatically be changed and
reclassified into that number of full and fractional Class S Shares of the
Global Bond Fund series having an aggregate net asset value equal to the
aggregate value of the net assets of the International Bond Fund series.
The aggregate value of the net assets of the International Bond Fund
series and the Global Bond Fund series (and the Class S Shares class thereof),
shall be determined in accordance with the valuation procedures set forth in the
Corporation's charter and the then current prospectus or statement of additional
information of the Global Bond Fund as of the close of regular trading on the
New York Stock Exchange on the business day immediately preceding the Closing
Date (the "Valuation Time").
In the event that immediately prior to the Valuation Time (a) the New
York Stock Exchange or another primary trading market for portfolio securities
of the Global Bond Fund series or the International Bond Fund series is closed
for trading or trading thereupon is restricted, or (b) trading or the reporting
of trading on such exchange or elsewhere shall be disrupted so that, in the
judgment of the Corporation's Board of Directors, accurate appraisal of the
value of the net assets with respect to the shares of the
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Global Bond Fund series or the International Bond Fund series is impracticable,
the Closing Date shall be postponed until the first business day after the day
when trading shall have been fully resumed and reporting shall have been
restored.
(B) Upon the change and reclassification described in (A) above, the
shareholders of the International Bond Fund series shall be deemed to own, as of
the Closing Date, that number of full and fractional Class S Shares of the
Global Bond Fund series as may be allocated to such shareholders on a pro rata
basis.
(C) All of the assets and liabilities of the Corporation allocated or
to be allocated to the International Bond Fund series prior to the effective
date of these Articles of Amendment shall, from and after the effective date of
these Articles of Amendment, be deemed to constitute and shall be allocated to
the assets and liabilities of the Global Bond Fund series.
(D) As of the Closing Date, all of the authorized but unissued shares
of the International Bond Fund series shall automatically be changed and
reclassified into authorized but unissued and unclassified shares of the
Corporation's capital stock.
(E) The date on which these Articles of Amendment are deemed to be
effective pursuant to the Maryland General Corporation Law (the "MGCL") shall be
the "Closing Date."
THIRD: These Articles of Amendment shall become effective at 8:59
a.m. EST on September 25, 2000.
FOURTH: The Board of Directors of the Corporation, pursuant to and in
accordance with the Charter and Bylaws of the Corporation and the MGCL, duly
advised the foregoing amendment and the shareholders of the Corporation entitled
to vote on the foregoing amendment, pursuant to and in accordance with the
Charter and Bylaws of the Corporation and the MGCL, duly approved the foregoing
amendment.
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IN WITNESS WHEREOF, Global/International Fund, Inc. has caused these
Articles of Amendment to be signed in its name and on its behalf by its Vice
President and attested to by its Assistant Secretary as of this 21st day of
September, 2000; and its Vice President acknowledges that these Articles of
Amendment are the act of Global/International 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
this statement is made under the penalties for perjury.
ATTEST: GLOBAL/INTERNATIONAL FUND, INC.
/s/Caroline Pearson By: /s/John Millette, (SEAL)
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Caroline Pearson, John Millette,
Assistant Secretary Vice President
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