EX-99.A.10 2 exa10-int.htm ARTICLES SUPPLEMENTARY exa10-int.htm
Exhibit (a)(10)
 
DWS INTERNATIONAL FUND, INC.
ARTICLES SUPPLEMENTARY

DWS International Fund, Inc., a Maryland corporation registered as an open-end investment company under the Investment Company Act of 1940 (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 the Charter of the Corporation and Sections 2-208, 2-208.1 and 2-105(c) of the Maryland General Corporation Law, the Board of Directors has:

(a)           increased the aggregate number of shares of authorized capital stock of the Corporation by 500,000,000 shares, from 2,447,923,888 shares to 2,947,923,888 shares; and

(b)           designated and classified 50,000,000 of the authorized but undesignated shares of the capital stock of the Corporation as additional shares of the Corporation’s DWS International Fund Series, with such 50,000,000 shares being designated as a new Class of the Corporation’s DWS International Fund Series, such Class being designated as the “Class R6” shares of the DWS International Fund Series.

(c)           designated and classified 50,000,000 of the authorized but undesignated shares of the capital stock of the Corporation as additional shares of the Corporation’s DWS World Dividend Fund Series, with such 50,000,000 shares being designated as a new Class of the Corporation’s DWS World Dividend Fund Series, such Class being designated as the “Class R6” shares of the DWS World Dividend Fund Series.

(d)           designated and classified the AARP share Class of each of the DWS International Fund, the DWS Latin America Equity Fund, the DWS World Dividend Fund and the DWS Emerging Markets Equity Fund, all of which are unissued, into undesignated shares of the capital stock of the Corporation.

(e)           designated and classified the Class M share Class of the DWS Latin America Equity Fund, all of which are unissued, into undesignated shares of the capital stock of the Corporation.

SECOND:  (a) Immediately prior to the filing of these Articles Supplementary, the Corporation had the authority to issue 2,447,923,888 shares of capital stock, with a par value of $0.01 per share, for an aggregate par value of $24,479,238.88, which shares were designated and classified into the following Series, which Series were subdivided into the following Classes:
 
 
 
 

 

 
 
Series Classes Number of Shares
     
 DWS International Fund
 
 
 620,595,597
 
 
Class A shares
Class B shares
Class C shares
Class S shares 
Class AARP shares
Institutional Class shares
Investment Class shares
100,000,000
50,000,000
20,000,000
200,595,597
100,000,000
50,000,000
100,000,000
 
                                                                                                            

DWS Latin America Equity Fund
 
340,000,000
     
 
Class A shares
Class B shares
Class C shares
Class M shares
Class S shares
Class AARP shares
50,000,000
50,000,000
20,000,000
20,000,000
100,000,000
100,000,000

DWS World Dividend Fund
 
420,000,000
     
 
Class A shares
Class B shares
Class C shares
Class S shares
Class AARP shares
Institutional Class shares
50,000,000
50,000,000
20,000,000
100,000,000
100,000,000
100,000,000

DWS Emerging Markets Equity Fund
 
420,000,000
     
 
Class A shares
Class B shares
Class C shares
Class S shares
Class AARP shares
Institutional Class shares
50,000,000
50,000,000
20,000,000
100,000,000
100,000,000
100,000,000

DWS International Value Fund
 
320,000,000
     
 
Class A shares
Class C shares
80,000,000
80,000,000
 
 
 
 

 
 
 
 
Institutional Class shares
Class S shares
80,000,000
80,000,000

DWS Global Equity Fund
 
300,000,000
     
 
Class A shares
Class B shares
Class C shares
Class R shares
Class S shares
Institutional Class shares
50,000,000
50,000,000
50,000,000
50,000,000
50,000,000
50,000,000

Undesignated
 
27,328,291
 
 
(b)  Immediately after the filing of these Articles Supplementary, the Corporation will have the authority to issue 2,947,923,888 shares of capital stock, with a par value of $0.01 per share, for an aggregate par value of $29,479,238.88, which shares will be designated and classified into the following Series, which Series will be subdivided into the following Classes:

 
Series Classes Number of Shares
     
 DWS International Fund
 
 
670,595,597
 
 
Class A shares
Class B shares
Class C shares
Class S shares 
Institutional Class shares
Investment Class shares
Class R6
100,000,000
50,000,000
20,000,000
200,595,597
50,000,000
100,000,000
50,000,000
 
                                                                                                            

DWS Latin America Equity Fund
 
340,000,000
     
 
Class A shares
Class B shares
Class C shares
Class S shares
50,000,000
50,000,000
20,000,000
100,000,000

DWS World Dividend Fund
 
420,000,000
     
 
Class A shares
Class B shares
Class C shares
Class S shares
50,000,000
50,000,000
20,000,000
100,000,000
 
 
 
 

 
 

 
Institutional Class Shares
Class R6 shares
100,000,000
50,000,000

DWS Emerging Markets Equity Fund
 
420,000,000
     
 
Class A shares
Class B shares
Class C shares
Class S shares
Institutional Class shares
50,000,000
50,000,000
20,000,000
100,000,000
100,000,000

DWS International Value Fund
 
320,000,000
     
 
Class A shares
Class C shares
Institutional Class shares
Class S shares
80,000,000
80,000,000
80,000,000
80,000,000
 
DWS Global Equity Fund
 
300,000,000
     
 
Class A shares
Class B shares
Class C shares
Class R shares
Class S shares
Institutional Class shares
50,000,000
50,000,000
50,000,000
50,000,000
50,000,000
50,000,000

Undesignated
 
847,328,291
 
THIRD:  A description of the “Class R6” shares of the Corporation’s DWS International 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) below, the “Class R6” shares of the Corporation’s DWS International 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, as applicable, the “Class A”, “Class B”, “Class C”, “Class S” “Institutional Class”, and “Investment Class” shares of the Corporation’s DWS International Fund Series.
 
 
 
 

 

 
(b)  Each “Class R6” share of the Corporation’s DWS International Fund Series may be issued and sold subject to such sales loads or charges, whether initial, deferred or contingent, or any combination thereof, or any other type of sales load or charge; to such expenses and fees (including, without limitation, distribution expenses, administrative expenses under an administrative or service agreement, plan or other arrangement, and other administrative, record keeping, redemption, service or other fees, however designated); to such account size requirements; and to such other rights and provisions; which may the same or different from each of the other classes of the Corporation’s DWS International 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.

FOURTH:  A description of the “Class R6” shares of the Corporation’s DWS World Dividend 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) below, the “Class R6” shares of the Corporation’s DWS World Dividend 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, as applicable, the “Class A”, “Class B”, “Class C”, “Class S”, and “Institutional Class” shares of the Corporation’s DWS World Dividend Fund Series.

(b)  Each “Class R6” share of the Corporation’s DWS World Dividend Fund Series may be issued and sold subject to such sales loads or charges, whether initial, deferred or contingent, or any combination thereof, or any other type of sales load or charge; to such expenses and fees (including, without limitation, distribution expenses, administrative expenses under an administrative or service agreement, plan or other arrangement, and other administrative, record keeping, redemption, service or other fees, however designated); to such account size requirements; and to such other rights and provisions; which may the same or different from each of the other classes of the Corporation’s DWS World Dividend 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.


FIFTH:  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 the Corporation’s capital stock and to fix or alter all terms thereof to the full extent provided by the Charter of the Corporation.

SIXTH:  The Board of Directors of the Corporation, acting at a meeting duly called and held on July 9, 2014, duly authorized and adopted resolutions increasing, designating and classifying the capital stock of the Corporation as set forth in these Articles Supplementary.

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IN WITNESS WHEREOF, DWS 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 9th day of July, 2014; and its Vice President acknowledges that these Articles Supplementary are the act of DWS 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:   DWS INTERNATIONAL FUND, INC.
   
 
/s/Hepsen Uzcan
Name:   Hepsen Uzcan
Position: Assistant Secretary
/s/John Millette
Name:  John Millette
Position: Vice President