EX-99.A.17 4 0004.txt ARTICLES SUPPLEMENTARY - SCUDDER INT'L. FUND, INC. Exhibit (a)(17) SCUDDER INTERNATIONAL FUND, INC. ARTICLES SUPPLEMENTARY 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 that: FIRST: 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 all of the authorized shares of the following series of the Corporation's capital stock, all of which are unissued, into undesignated and unclassified shares of the capital stock of the Corporation: the International Growth Fund and the International Value Fund. (1) Immediately prior to the filing of these Articles Supplementary, the Corporation had the authority to issue 2,247,923,888 shares of capital stock, $0.01 par value per share, six hundred seventy million five hundred ninety five thousand five hundred ninety-seven (670,595,597) shares of authorized capital stock being designated as the International Fund, of which one hundred million (100,000,000) shares were designated as the Barrett International shares class of the International Fund, two hundred million five hundred ninety five thousand five hundred ninety-seven (200,595,597) shares were designated as the Class S shares class of the International Fund, one hundred million (100,000,000) shares were designated as the Class R shares class of the International Fund, one hundred million (100,000,000) shares were designated as the Class AARP shares class of the International Fund, fifty million (50,000,000) shares were designated as the Class A shares class of the International Fund, fifty million (50,000,000) shares were designated as the Class B shares class of the International Fund, twenty million (20,000,000) shares were designated as the Class C shares class of the International Fund and fifty million (50,000,000) shares were designated as the Class I shares class of the International Fund; one hundred million (100,000,000) shares of authorized capital stock being designated as the International Growth Fund; one hundred million (100,000,000) shares of authorized capital stock being designated as the International Value Fund; three hundred twenty million (320,000,000) shares of authorized capital stock being designated as the Pacific Opportunities Fund, of which one hundred million (100,000,000) shares were designated as the Class S shares class of Pacific Opportunities Fund, one hundred million (100,000,000) shares were designated as the AARP shares class of Pacific Opportunities, fifty million (50,000,000) shares were designated as the Class A shares class of the Pacific Opportunities Fund, fifty million (50,000,000) shares were designated as the Class B shares class of the Pacific Opportunities Fund and twenty million (20,000,000) shares were designated as the Class C shares class of the Pacific Opportunities Fund; three hundred twenty million (320,000,000) shares of authorized capital stock being designated as the Latin America Fund, of which one hundred million (100,000,000) shares were designated as the Class S shares class of the Latin America Fund, one hundred million (100,000,000) shares were designated as the AARP shares class of the Latin America Fund, fifty million (50,000,000) shares were designated as the Class A shares class of the Latin America Fund, fifty million (50,000,000) shares were designated as the Class B shares class of the Latin America Fund and twenty million (20,000,000) shares were designated as the Class C shares class of the Latin America Fund; three hundred twenty million (320,000,000) shares of authorized capital stock being designated as the Greater Europe Growth Fund, of which one hundred million (100,000,000) shares were designated as the Class S shares class of the Greater Europe Growth Fund, one hundred million (100,000,000) shares were designated as the AARP shares class of Greater Europe Growth Fund, fifty million (50,000,000) shares were designated as the Class A shares class of the Greater Europe Growth Fund, fifty million (50,000,000) shares were designated as the Class B shares class of the Greater Europe Growth Fund and twenty million (20,000,000) shares were designated as the Class C shares class of the Greater Europe Growth Fund; three hundred twenty million (320,000,000) shares of authorized capital stock being designated as the Emerging Markets Growth Fund, of which one hundred million (100,000,000) shares were designated as the Class S shares of the Emerging Markets Growth Fund, one hundred million (100,000,000) shares were designated as the AARP shares class of the Emerging Markets Growth Fund, fifty million (50,000,000) shares were designated as the Class A shares class of the Emerging Markets Growth Fund, fifty million (50,000,000) shares were designated as the Class B shares class of the Emerging Markets Growth Fund and twenty million (20,000,000) shares were designated as the Class C shares class of the Emerging Markets Growth Fund; and ninety seven million three hundred twenty-eight thousand two hundred ninety-one (97,328,291) shares of capital stock which will not be designated or classified. The aggregate par value of all of such shares is $22,479,238.88. (2) Immediately after the filing of these Articles Supplementary, the Corporation will continue to have the authority to issue 2,247,923,888 shares of capital stock, $0.01 par value per share, six hundred seventy million five hundred ninety five thousand five hundred ninety-seven (670,595,597) shares of authorized capital stock being designated as the International Fund, of which one hundred million (100,000,000) shares will be designated as the Barrett International shares class of the International Fund, two hundred million five hundred ninety five thousand five hundred ninety-seven (200,595,597) shares will be designated as the Class S shares class of the International Fund, one hundred million (100,000,000) shares will be designated as the Class R shares class of the International Fund, one hundred million (100,000,000) shares will be designated as the Class AARP shares class of the International Fund, fifty million (50,000,000) shares will be designated as the Class A shares class of the International Fund, fifty million (50,000,000) shares will be designated as the Class B shares class of the International Fund, twenty million (20,000,000) shares will be designated as the Class C shares class of the International Fund and fifty million (50,000,000) shares will be designated as the Class I shares class of the International Fund; three hundred twenty million (320,000,000) shares of authorized capital stock being designated as the Pacific Opportunities Fund, of which one hundred million (100,000,000) shares will be designated as the Class S shares class of Pacific Opportunities Fund, one hundred million (100,000,000) shares will be designated as the AARP shares class of Pacific Opportunities, fifty million (50,000,000) shares will be designated as the Class A shares class of the Pacific Opportunities Fund, fifty million (50,000,000) shares will be designated as the Class B shares class of the Pacific Opportunities Fund and twenty million (20,000,000) shares will be designated as the Class C shares class of the Pacific Opportunities Fund; three hundred twenty million (320,000,000) shares of authorized capital stock being designated as the Latin America Fund, of which one hundred million (100,000,000) shares will be designated as the Class S shares class of the Latin America Fund, one hundred million (100,000,000) shares will be designated as the AARP shares class of the Latin America Fund, fifty million (50,000,000) shares will be designated as the Class A shares class of the Latin America Fund, fifty million (50,000,000) shares will be designated as the Class B shares class of the Latin America Fund and twenty million (20,000,000) shares will be designated as the Class C shares class of the Latin America Fund; three hundred twenty million (320,000,000) shares of authorized capital stock being designated as the Greater Europe Growth Fund, of which one hundred million (100,000,000) shares will be designated as the Class S shares class of the Greater Europe Growth Fund, one hundred million (100,000,000) shares will be designated as the AARP shares class of Greater Europe Growth Fund, fifty million (50,000,000) shares will be designated as the Class A shares class of the Greater Europe Growth Fund, fifty million (50,000,000) shares will be designated as the Class B shares class of the Greater Europe Growth Fund and twenty million (20,000,000) shares will be designated as the Class C shares class of the Greater Europe Growth Fund; three hundred twenty million (320,000,000) shares of authorized capital stock being designated as the Emerging Markets Growth Fund, of which one hundred million (100,000,000) shares will be designated as the Class S shares of the Emerging Markets Growth Fund , one hundred million (100,000,000) shares will be designated as the AARP shares class of the Emerging Markets Growth Fund, fifty million (50,000,000) shares will be designated as the Class A shares class of the Emerging Markets Growth Fund, fifty million (50,000,000) shares will be designated as the Class B shares class of the Emerging Markets Growth Fund and twenty million (20,000,000) shares will be designated as the Class C shares class of the Emerging Markets Growth Fund; and two hundred ninety-seven million three hundred twenty-eight thousand two hundred ninety-one (297,328,291) shares of capital stock which will not be designated or classified. The aggregate par value of all of such shares is $22,479,238.88. SECOND: 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. THIRD: The Board of Directors of the Corporation, at a meeting duly called and held, duly authorized and adopted resolutions which provided for the designation and classification of the shares of capital stock of the Corporation as contemplated by these Articles Supplementary. IN WITNESS WHEREOF, Scudder 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 __ day of November, 2000; and its Vice President acknowledges that these Articles Supplementary 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/Caroline Pearson /s/John Millette ----------------------------- --------------------------- Caroline Pearson John Millette Assistant Secretary Vice President