(a)(15)
ARTICLES OF AMENDMENT
OF
SCUDDER INTERNATIONAL FUND, INC.
SCUDDER 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 Growth
and Income Fund series of the Corporation's capital stock into Class S Shares of
the International Fund series of the Corporation's capital stock, and to cancel
and terminate the International Growth and Income 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 Growth and
Income Fund series of the Corporation's capital stock shall cease to constitute
shares of the International Growth and Income 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 International 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 Growth and Income Fund series shall automatically be changed
and reclassified into that number of full and fractional Class S Shares of the
International Fund series having an aggregate net asset value equal to the
aggregate value of the net assets of the International Growth and Income Fund
series.
The aggregate value of the net assets of the International Growth and
Income Fund series and the International 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 International 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 International Fund series or the International Growth and Income 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
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Directors, accurate appraisal of the value of the net assets with respect to the
shares of the International Fund series or the International Growth and Income
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 Growth and Income Fund series shall be deemed
to own, as of the Closing Date, that number of full and fractional Class S
Shares of the International 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 Growth and Income Fund series prior to the
Closing Date shall, from and after the Closing Date, be deemed to constitute and
shall be allocated to the assets and liabilities of the International Fund
series.
(D) As of the Closing Date, all of the authorized but unissued shares
of the International Growth and Income Fund series shall automatically be
changed and reclassified into authorized but unissued and unclassified shares of
the Corporation's capital stock.
(E) The "Closing Date" shall be 8:59 a.m. EST on August 14, 2000.
THIRD: 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, Scudder International Fund, Inc. has caused these
Articles of Amendment to be signed in its name and on its behalf by its
President and attested to by its Secretary as of this 11th day of August, 2000;
and its President acknowledges that these Articles of Amendment are the act of
Scudder 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: SCUDDER
INTERNATIONAL
FUND, INC.
/s/John Millette /s/William Glavin
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John Millette William Glavin
Secretary Vice President
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