Exhibit(n)(4)
SCUDDER MUNICIPAL TRUST
(the "Fund")
PLAN WITH RESPECT TO
SCUDDER HIGH YIELD TAX FREE FUND
(the "Series")
PURSUANT TO RULE 18f-3
UNDER THE
INVESTMENT COMPANY ACT OF 1940
The Amended Plan
WHEREAS, the investment company adopting this Amended
Multi-Distribution System Plan (the "Fund") is an open-end management investment
company registered under the Investment Company Act of 1940 (the "1940 Act");
WHEREAS, Scudder Kemper Investments, Inc. serves as investment adviser
and Kemper Distributors, Inc. or Scudder Investor Services, Inc. serves as
principal underwriter for the Fund;
WHEREAS, the Fund has a non-Rule 12b-1 administrative services
agreement providing for a service fee at an annual rate of up to .25% of average
daily net assets;
WHEREAS, the Fund has established a Multi-Distribution System with
respect to certain series of its shares enabling the series, as more fully
reflected in its prospectus, to offer investors the option of purchasing shares
(a) with a front-end sales load (which may vary among Funds) and a service fee
("Class A shares"); (b) without a front-end sales load, but subject to a
contingent deferred sales charge ("CDSC") (which may vary among Funds), a Rule
12b-1 plan providing for a distribution fee, and a service fee ("Class B
shares"); (c) without a front-end sales load, but subject to a CDSC (which may
vary among Funds), a Rule 12b-1 Plan providing for a distribution fee, and a
service fee ("Class C shares"); (d) without a front-end load, a CDSC, a
distribution fee or a service fee ("Class S shares"); and (e) without a
front-end load, a CDSC, a distribution fee or a service fee and with a different
account size requirement ("AARP shares").
WHEREAS, Rule 18f-3 under the 1940 Act permits open-end management
investment companies to issue multiple classes of voting stock representing
interests in the same portfolio notwithstanding Sections 18(f)(1) and 18(i)
under the 1940 Act if, among other things, such investment companies adopt a
written plan setting forth the separate arrangement and expense allocation,
attached hereto as Schedule A, of each class and any related conversion features
or exchange privileges;
NOW, THEREFORE, the Fund, wishing to be governed by Rule 18f-3 under
the 1940 Act, hereby adopts this Amended Multi-Distribution System Plan with
respect to all or certain series of its shares, as follows:
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1. Each class of shares will represent interests in the same portfolio
of investments of the Fund (or series), and be identical in all respects to each
other class, except as set forth below. The only differences among the various
classes of shares of the Fund (or series) will relate solely to: (a) different
distribution fee payments associated with any Rule 12b-1 Plan for a particular
class of shares and any other costs relating to implementing or amending such
Rule 12b-1 Plan (including obtaining shareholder approval of such Rule 12b-1
Plan or any amendment thereto) which will be borne solely by shareholders of
such classes; (b) different service fees; (c) different shareholder servicing
fees; (d) different account minimum; (e) different class expenses, which will be
limited to the following expenses determined by the Fund board to be
attributable to a specific class of shares: (i) printing and postage expenses
related to preparing and distributing materials such as shareholder reports,
prospectuses, and proxy statements to current shareholders of a specific class
and related matters that differ between classes; (ii) Securities and Exchange
Commission registration fees incurred by a specific class; (iii) litigation or
other legal expenses relating to a specific class; (iv) board member fees or
expenses incurred as a result of issues relating to a specific class; (v)
accounting expenses relating to a specific class; and (vi) transfer agency fees
attributable to a certain class; (e) the voting rights related to any Rule 12b-1
Plan affecting a specific class of shares; (f) conversion features; (g) exchange
privileges; and (h) class names or designations. Any additional incremental
expenses not specifically identified above that are subsequently identified and
determined to be properly applied to one class of shares of the Fund (or a
series) shall be so applied upon approval by a majority of the members of the
Fund's board, including a majority of the board members who are not interested
persons of the Fund.
2. Under the Multi-Distribution System, certain expenses may be
attributable to the Fund, but not to a particular series or class thereof. All
such expenses will be borne by each class on the basis of the relative aggregate
net assets of the classes, except that, if the Fund has series, expenses will
first be allocated among series, based upon their relative aggregate net assets.
Expenses that are attributable to a particular series, but not to a particular
class thereof, will be borne by each class of that series on the basis of the
relative aggregate net assets of the classes. Notwithstanding the foregoing, the
underwriter, the investment manager or other provider of services to the Fund
may waive or reimburse the expenses of a specific class or classes to the extent
permitted under Rule 18f-3 under the 1940 Act.
A class of shares may be permitted to bear expenses that are directly
attributable to that class including: (a) any distribution fees associated with
any Rule 12b-1 Plan for a particular class and any other costs relating to
implementing or amending such Rule 12b-1 Plan (including obtaining shareholder
approval of such Rule 12b-1 Plan or any amendment thereto); (b) any service fees
attributable to such class; (c) any shareholder servicing fees attributable to
such class; and (d) any class expenses determined by the Fund board to be
attributable to such class.
3. After a shareholder's Class B shares have been outstanding for six
years, they will automatically convert to Class A shares of the Fund (or series)
at the relative net asset values of the two classes and will thereafter not be
subject to a Rule 12b-1 Plan; provided, however, that any Class B Shares issued
in exchange for shares originally classified as Initial Shares of Kemper
Portfolios, formerly known as Kemper Investment Portfolios ("KP"), whether in
connection with a reorganization with a series of KP or otherwise, shall convert
to Class A shares seven years
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after issuance of such Initial Shares if such Initial Shares were issued prior
to February 1, 1991. Class B shares issued upon reinvestment of income and
capital gain dividends and other distributions will be converted to Class A
shares on a pro rata basis with the Class B shares.
4. Upon the direction of a holder of Class S shares or Class AARP
shares of the Series, such shares will be converted to AARP shares or Class S
shares of the Series, respectively, at the relative net asset values of the two
classes.
5. Any conversion of shares of one class to shares of another class is
subject to the continuing availability of a ruling of the Internal Revenue
Service or an opinion of counsel to the effect that the conversion of shares
does not constitute a taxable event under federal income tax law. Any such
conversion may be suspended if such a ruling or opinion is no longer available.
6. To the extent exchanges are permitted, shares of any class of the
Fund (or series) will be exchangeable with shares of the same class of another
Fund (or series), or with money market fund shares as described in the
applicable prospectus. Exchanges will comply with all applicable provisions of
Rule 11a-3 under the 1940 Act. For purposes of calculating the time period
remaining on the conversion of Class B shares to Class A shares, Class B shares
received on exchange retain their original purchase date.
7. Dividends paid by the Fund (or series) as to each class of its
shares, to the extent any dividends are paid, will be calculated in the same
manner, at the same time, on the same day, and will be in the same amount;
except that any distribution fees, service fees, shareholder servicing fees and
class expenses allocated to a class will be borne exclusively by that class.
8. Any distribution arrangement of the Fund, including distribution
fees, front-end sales loads and CDSCs, will comply with Section 2830 of the
Conduct Rules of the National Association of Securities Dealers, Inc.
9. All material amendments to this Plan must be approved by a majority
of the members of the Fund's board, including a majority of the board members
who are not interested persons, as defined in the 1940 Act, of the Fund.
Any open-end investment company may establish a Multi-Distribution
System and adopt this Amended Multi-Distribution System Plan by approval of a
majority of the members of any such company's governing board, including a
majority of the board members who are not interested persons of such company.
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Schedule to Amended Multi-Distribution System Plan
Allocation of Class Expenses
Class A Shares
1. Transfer agent fees attributable to Class A Shares;
2. Printing and postage expenses related to preparing and distributing
material such as shareholder reports, prospectuses and proxy materials
to current holders of Class A Shares;
3. Registration fees (other than State registration fees imposed on a
Fund-wide basis and Securities and Exchange Commission registration
Fees) for Class A Shares;
4. The expense of administrative personnel and services as required to
support the shareholders of Class A Shares;
5. Litigation or other legal expenses and audit or other accounting
expenses relating solely to Class A Shares;
6. Trustees' fees incurred as a result of issues relating solely to Class
A Shares;
7. Shareholder or Trustees' meeting costs that relate solely to Class S
Shares; and
8. Any expenses incurred as a result of being an Underlying Fund of
Scudder Pathway Series under the Special Servicing Agreement dated
November 15, 1996 attributable to Class A Shares.
Class B Shares
1. Transfer agent fees attributable to Class B Shares;
2. Printing and postage expenses related to preparing and distributing
material such as shareholder reports, prospectuses and proxy materials
to current holders of Class B Shares;
3. Registration fees (other than State registration fees imposed on a
Fund-wide basis and Securities and Exchange Commission registration
Fees) for Class B Shares;
4. The expense of administrative personnel and services as required to
support the shareholders of Class B Shares;
5. Litigation or other legal expenses and audit or other accounting
expenses relating solely to Class B Shares;
6. Trustees' fees incurred as a result of issues relating solely to Class
B Shares;
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7. Shareholder or Trustees' meeting costs that relate solely to Class B
Shares; and
8. Any expenses incurred as a result of being an Underlying Fund of
Scudder Pathway Series under the Special Servicing Agreement dated
November 15, 1996 attributable to Class B Shares.
Class C Shares
1. Transfer agent fees attributable to Class C Shares;
2. Printing and postage expenses related to preparing and distributing
material such as shareholder reports, prospectuses and proxy materials
to current holders of Class C Shares;
3. Registration fees (other than State registration fees imposed on a
Fund-wide basis and Securities and Exchange Commission registration
Fees) for Class C Shares;
4. The expense of administrative personnel and services as required to
support the shareholders of Class C Shares;
5. Litigation or other legal expenses and audit or other accounting
expenses relating solely to Class C Shares;
6. Trustees' fees incurred as a result of issues relating solely to Class
C Shares;
7. Shareholder or Trustees' meeting costs that relate solely to Class C
Shares; and
8. Any expenses incurred as a result of being an Underlying Fund of
Scudder Pathway Series under the Special Servicing Agreement dated
November 15, 1996 attributable to Class C Shares.
AARP Shares
1. Transfer agent fees attributable to Class AARP Shares;
2. Printing and postage expenses related to preparing and distributing
material such as shareholder reports, prospectuses and proxy materials
to current holders of Class AARP Shares;
3. Registration fees (other than State registration fees imposed on a
Fund-wide basis and Securities and Exchange Commission registration
Fees) for Class AARP Shares;
4. The expense of administrative personnel and services as required to
support the shareholders of Class AARP Shares;
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5. Litigation or other legal expenses and audit or other accounting
expenses relating solely to Class AARP Shares;
6. Trustees' fees incurred as a result of issues relating solely to Class
AARP Shares;
7. Shareholder or Trustees' meeting costs that relate solely to Class AARP
Shares; and
8. Any expenses incurred as a result of being an Underlying Fund of
Scudder Pathway Series under the Special Servicing Agreement dated
November 15, 1996 attributable to Class AARP Shares.
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