Exhibit (a)(13)
GLOBAL/INTERNATIONAL FUND, INC.
ARTICLES SUPPLEMENTARY
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 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 1,559,993,796 shares, with a par value
of $0.01 per share, for an aggregate par value of $15,599,937.96.
(a) Immediately before the increase effected by these Articles
Supplementary, the total number of shares of capital stock of
all series and classes that the Corporation had the authority
to issue was 1,099,993,796 shares, with a par value of $0.01
per share, for an aggregate par value of $10,999,937.96.
(b) Immediately after the increase effected by these Articles
Supplementary, the total number of shares of capital stock of
all series and classes that the Corporation has the authority
to issue is 1,559,993,796 shares, with a par value of $0.01
per share, for an aggregate par value of $15,599,937.96.
SECOND: Pursuant to the authority expressly vested in the Board of
Directors of the Corporation by Article FIFTH of the Charter of the Corporation,
the Board of Directors has duly designated and classified one hundred-twenty
million (120,000,000) of the four hundred sixty million (460,000,000) shares of
the capital stock of the Corporation resulting from the increase of authorized
capital stock effected by these Articles Supplementary as three new classes of
shares of the "Emerging Markets Income Fund" series of the Corporation's capital
stock, with fifty million (50,000,000) of such shares being designated and
classified as the "Class A shares" of the "Emerging Markets Income Fund" series,
fifty million (50,000,000) of such shares being designated and classified as the
"Class B shares" of the "Emerging Markets Income Fund" series, and twenty
million (20,000,000) of such shares being designated and classified as the
"Class C shares" of the "Emerging Markets Income Fund" series.
THIRD: Pursuant to the authority expressly vested in the Board of
Directors of the Corporation by Article FIFTH of the Charter of the Corporation,
the Board of Directors has duly designated and classified one hundred twenty
million (120,000,000) of the four hundred sixty million (460,000,000) shares of
the capital stock of the Corporation resulting from the increase of authorized
capital stock effected by these Articles Supplementary as three new classes of
shares of the "Global Bond Fund" series of the Corporation's capital stock, with
fifty million (50,000,000) of such shares being
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designated and classified as the "Class A shares" of the "Global Bond Fund"
series, fifty million (50,000,000) of such shares being designated and
classified as the "Class B shares" of the "Global Bond Fund" series, and twenty
million (20,000,000) of such shares being designated and classified as the
"Class C shares" of the "Global Bond Fund " series.
FOURTH: Pursuant to the authority expressly vested in the Board of
Directors of the Corporation by Article FIFTH of the Charter of the Corporation,
the Board of Directors has duly designated and classified one hundred twenty
million (120,000,000) of the four hundred sixty million (460,000,000) shares of
the capital stock of the Corporation resulting from the increase of authorized
capital stock effected by these Articles Supplementary as three new classes of
shares of the "Global Fund" series of the Corporation's capital stock, with
fifty million (50,000,000) of such shares being designated and classified as the
"Class A shares" of the "Global Fund" series, fifty million (50,000,000) of such
shares being designated and classified as the "Class B shares" of the "Global
Fund" series, and twenty million (20,000,000) of such shares being designated
and classified as the "Class C shares" of the "Global Fund" series.
FIFTH: Pursuant to the authority expressly vested in the Board of
Directors of the Corporation by Article FIFTH of the Charter of the Corporation,
the Board of Directors has duly designated and classified one hundred million
(100,000,000) of the four hundred sixty million (460,000,000) shares of the
capital stock of the Corporation resulting from the increase of authorized
capital stock effected by these Articles Supplementary as a new class of shares
of the "Global Discovery Fund" series of the Corporation's capital stock, with
such shares being designated and classified as "AARP shares" of the "Global
Discovery Fund" series.
SIXTH: Immediately before the increase effected by these Articles
Supplementary, the Corporation had the authority to issue 1,099,993,796 shares
of capital stock, $0.01 par value per share, two hundred million (200,000,000)
shares of authorized capital stock being designated as the "Emerging Markets
Income Fund" series, of which one hundred million (100,000,000) shares were
designated as the "Class S shares" class of the "Emerging Markets Income Fund"
series and one hundred million (100,000,000) shares were designated as the "AARP
shares" class of the "Emerging Markets Income Fund" series; four hundred nine
million one hundred fifty-four thousand five hundred seventy five (409,154,575)
shares of authorized capital stock being designated as the "Global Bond Fund"
series, of which three hundred nine million one hundred fifty-four thousand five
hundred seventy five (309,154,575) shares were designated as the "Class S
shares" class of the "Global Bond Fund" series and one hundred million
(100,000,000) shares were designated as the "AARP shares" class of the "Global
Bond Fund" series; two hundred million (200,000,000) shares of authorized
capital stock being designated as the "Global Fund" series, of which one hundred
million (100,000,000) shares were designated as the "Class S shares" class of
the "Global Fund" series and one hundred million (100,000,000) shares were
designated as the "AARP shares" class of the "Global Fund" series; one hundred
million (100,000,000) shares being designated as the "Global Discovery Fund"
series, of which forty million (40,000,000) shares were designated as
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the "Class A shares" class of the "Global Discovery Fund" series, twenty million
(20,000,000) shares were designated as the "Class B shares" class of the "Global
Discovery Fund" series, ten million (10,000,000) shares were designated as the
"Class C shares" class of the "Global Discovery Fund" series, and thirty million
(30,000,000) shares were designated as "Class S shares" or "Scudder shares"
class of the "Global Discovery Fund" series; and one hundred ninety million
eight hundred thirty-nine thousand two hundred twenty-one (190,839,221) shares
of capital stock which were not designated or classified.
Immediately after the increase effected by these Articles
Supplementary, the Corporation will have the authority to issue 1,559,993,796
(1,560,000,000) shares of capital stock, $0.01 par value per share, three
hundred twenty million (320,000,000) shares of authorized capital stock being
designated as the "Emerging Markets Income Fund" series, of which one hundred
million (100,000,000) shares will be designated as the "Class S shares" class of
the "Emerging Markets Income" Fund series, one hundred million (100,000,000)
shares will be designated as the "AARP shares" class of the "Emerging Markets
Income Fund" series, fifty million (50,000,000) shares will be designated as the
"Class A shares" class of the "Emerging Markets Income Fund" series, fifty
million (50,000,000) shares will be designated as the "Class B shares" class of
the "Emerging Markets Income Fund" series, and twenty million (20,000,000)
shares will be designated as the "Class C shares" class of the "Emerging Markets
Income Fund" series; five hundred twenty-nine million one hundred fifty-four
thousand five hundred seventy five (529,154,575) shares of authorized capital
stock being designated as the "Global Bond Fund" series, of which three hundred
nine million one hundred fifty-four thousand five hundred seventy five
(309,154,575) shares will be designated as the "Class S shares" class of the
"Global Bond Fund" series, one hundred million (100,000,000) shares will be
designated as the "AARP shares" class of the "Global Bond Fund" series, fifty
million (50,000,000) shares will be designated as the "Class A shares" class of
the "Global Bond Fund" series, fifty million (50,000,000) shares will be
designated as the "Class B shares" class of the "Global Bond Fund" series, and
twenty million (20,000,000) shares will be designated as the "Class C shares"
class of the "Global Bond Fund" series; three hundred twenty million
(320,000,000) shares of authorized capital stock being designated as the "Global
Fund" series, of which one hundred million (100,000,000) shares will be
designated as the "Class S shares" class of the "Global Fund" series, one
hundred million (100,000,000) shares will be designated as the "AARP shares"
class of the "Global Fund" series, fifty million (50,000,000) shares will be
designated as the "Class A shares" class of the "Global Fund" series, fifty
million (50,000,000) shares will be designated as the "Class B shares" class of
the "Global Fund" series, and twenty million (20,000,000) shares will be
designated as the "Class C shares" class of the "Global Fund" series; two
hundred million (200,000,000) shares being designated as the "Global Discovery
Fund" series, of which forty million (40,000,000) shares will be designated as
the "Class A shares" class of the "Global Discovery Fund" series, twenty million
(20,000,000) shares will be designated as the "Class B shares" class of the
"Global Discovery Fund" series, ten million (10,000,000) shares will be
designated as the "Class C shares" class of the "Global Discovery Fund" series,
thirty million (30,000,000) shares will be designated as
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"Class S shares" or "Scudder shares" class of the "Global Discovery Fund"
series, and one hundred million (100,000,000) shares will be designated as the
"AARP shares" class of the "Global Discovery Fund" series; and one hundred
ninety million eight hundred thirty-nine thousand two hundred twenty-one
(190,839,221) shares of capital stock which will not be designated or
classified.
SEVENTH: A description of the "Class A shares", the "Class B shares"
and the "Class C shares" classes of each of the "Emerging Markets Income Fund,"
"Global Bond Fund" and "Global Fund" series, including the preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends, qualifications and the terms or conditions of redemption of, such
shares, as set by the Board of Directors of the Corporation, is as follows:
(a) Except as provided in the Charter of the Corporation and except as
described in (b) and (c) below, the "Class A shares", the "Class B shares" and
the "Class C shares" classes of each of the "Emerging Markets Income Fund,"
"Global Bond Fund," and "Global Fund" series each shall be identical in all
respects, and shall have the same preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption as, as applicable, the "AARP shares" and the
"Class S shares" classes of each of the "Emerging Markets Income Fund," "Global
Bond Fund," and "Global Fund" series.
(b) The "Class A shares", the "Class B shares" and the "Class C shares"
classes of each of the "Emerging Markets Income Fund," "Global Bond Fund," and
"Global Fund" series may be issued and sold subject to such sales loads or
charges, whether initial, deferred or contingent, or any combination thereof,
and to such expenses and fees (including, without limitation, distribution
expenses under a Rule 12b-1 plan, administrative expenses under an
administrative, or service agreement plan or other arrangement, and other
administrative, recordkeeping, redemption, service or other fees, however
designated), and to such account size requirements, which may be different from
one another, as well as different from the sales loads, charges, expenses, fees
or account size requirements of, as applicable, the "AARP shares" and the "Class
S shares" classes of each of the "Emerging Markets Income Fund," "Global Bond
Fund," and "Global Fund" series, all as the Board of Directors may from time to
time establish in accordance with the Investment Company Act of 1940, as
amended, and other applicable law.
(c) The "Class B shares" class of each of the "Emerging Markets Income
Fund," "Global Bond Fund," and "Global Fund" series shall be convertible into
the "Class A shares" class of, as applicable, the "Emerging Markets Income
Fund," "Global Bond Fund," and "Global Fund" series on such terms and subject to
such provisions as the Board of Directors may from time to time establish in
accordance with the Investment Company Act of 1940, as amended, and other
applicable law.
EIGHTH: A description of the "AARP shares" class of the "Global
Discovery Fund" series, including the preferences, conversion or other rights,
voting powers,
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restrictions, limitations as to dividends, qualifications and the terms or
conditions of redemption of, such shares, as set by the Board of Directors of
the Corporation, is as follows:
(a) Except as provided in the Charter of the Corporation and except as
described in (b) below, the "AARP shares" class of the "Global Discovery Fund"
series shall be identical in all respects, and shall have the same preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption as the "Class A
shares", the "Class B shares", the "Class C shares" and the "Class S shares" or
"Scudder shares" classes of the "Global Discovery Fund." series.
(b) The "AARP" shares class of the "Global Discovery Fund" series may
be issued and sold subject to such sales loads or charges, whether initial,
deferred or contingent, or any combination thereof, and to such expenses and
fees (including, without limitation, distribution expenses under a Rule 12b-1
plan, administrative expenses under an administrative, or service agreement plan
or other arrangement, and other administrative, recordkeeping, redemption,
service or other fees, however designated), and to such account size
requirements, which may be different from the sales loads, charges, expenses,
fees or account size requirements of the "Class A shares", the "Class B shares",
the "Class C shares" and the "Class S shares" or "Scudder shares" classes of the
"Global Discovery Fund" series, all as the Board of Directors may from time to
time establish in accordance with the Investment Company Act of 1940, as
amended, and other applicable law.
NINTH: 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.
TENTH: The Board of Directors of the Corporation, at a meeting duly
called and held, duly authorized and adopted resolutions increasing the
aggregate number of shares of capital stock that the Corporation has authority
to issue and designating and classifying the capital stock of the "Emerging
Markets Income Fund," "Global Bond Fund," "Global Fund" and "Global Discovery
Fund" series as set forth in these Articles Supplementary.
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IN WITNESS WHEREOF, Global/International 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
__th day of November, 2000; and its Vice President acknowledges that these
Articles Supplementary 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 /s/John Millette
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Caroline Pearson John Millette
Assistant Secretary Vice President
