Exhibit (b)(6)
SCUDDER INTERNATIONAL FUND, INC.
On February 7, 2000, the Board of Directors of Scudder International
Fund, Inc. adopted the following amending the By-Laws of the corporation to read
as follows:
RESOLVED, that the first sentence of the second paragraph of
Article I, Section 8 of the Fund's By-Laws shall be amended to
read as follows (additions are underlined, and deletions are
----------
[struckout]):
Section 8. Voting. Each stockholder entitled to vote at any
------------------
meeting of stockholders may authorize another person or
persons to act for him by a proxy [signed] by the stockholder
or his attorney-in-fact.
FURTHER RESOLVED, that Article I, Section 12 of the Fund's
By-Laws shall be added and read as follows:
Section 12. Proxy Instructions Transmitted by Telephonic or
-----------------------------------------------------------
Electronic Means. The placing of a Shareholder's name on a
-----------------
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.
