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EXHIBIT 10
KEMPER MUTUAL FUNDS
AMENDED AND RESTATED
MULTI-DISTRIBUTION SYSTEM PLAN
WHEREAS, each investment company adopting this Amended and Restated Multi-
Distribution System Plan (each a "Fund" and collectively the "Funds") is an
open-end management investment company registered under the Investment Company
Act of 1940, as amended (the "1940 Act");
WHEREAS, Scudder Kemper Investments, Inc. ("Scudder Kemper") serves as
investment adviser and Kemper Distributors, Inc. serves as principal underwriter
for each Fund;
WHEREAS, each Fund has established a Multi-Distribution System enabling
each Fund, 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 Rule 12b-1 plan providing for 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), and 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 (applicable to shares
purchased on or after April 1, 1996 and which may vary among Funds), and a Rule
12b-1 plan providing for a distribution fee and a service fee ("Class C
shares"); (d) for certain Funds, without a front-end sales load, a CDSC, a
distribution fee or a service fee ("Class I shares"); and (e) for certain funds,
without a front-end sales load, a CDSC, a distribution fee or a service fee
("Class S shares"); and
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 of
each class and any related conversion features or exchange privileges;
NOW, THEREFORE, each Fund, wishing to be governed by Rule 18f-3 under the
1940 Act, hereby adopts this Amended and Restated Multi-Distribution System Plan
as follows:
1. Each class of shares will represent interests in the same portfolio of
investments of the Fund (or series thereof, as applicable), 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 account minimums; (d) different class expenses, as defined in Section
2(b) below; (e) different voting rights related to any Rule 12b-1 Plan affecting
a specific class of shares; (f) different exchange privileges; and (g) different
conversion features.
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2. (a) The gross income, realized and unrealized capital gains and
losses and expenses (other than Class Expenses, as defined below) of the Fund or
series thereof, as applicable, shall be allocated to each class on the basis of
its net asset value relative to the net asset value of the Fund or series
thereof, as applicable, pursuant to Rule 18f-3(c)(2)(ii) of the 1940 Act.
Expenses to be so allocated include expenses of the Fund that are not
specifically attributable to a series of the Fund, which shall first be
allocated among the series of the Fund based upon their relative aggregate net
assets ("Fund Expenses") and expenses of the Series not attributable to a
particular class of the Series ("Series Expenses") to the extent that such
expenses are not paid by Scudder Kemper pursuant to the Administrative Services
Agreement between Scudder Kemper and the Fund, as amended (the "Administrative
Services Agreement"). Fund Expenses may include, but are not limited to,
[Trustees'/Directors'] fees and certain legal fees. Series Expenses include,
but are not limited to, the Serieswide Administrative Fee under the
Administrative Services Agreement, advisory fees and other expenses relating to
the management of the series' assets.
(b) Expenses attributable to one or more particular classes, which
are allocated on the basis of the amount incurred on behalf of each class
("Class Expenses"), will include the Class Administrative Fee charged with
respect to each class under the Administrative Services Agreement, and may also
include the following types of expenses to the extent that such expenses are not
paid by Scudder Kemper under the Administrative Services Agreement and to the
extent that such expenses are attributable to a specific class: (a) transfer
agent fees attributable to a specific class; (b) distribution fees or service
fees associated with a 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); (c) printing and postage expenses related to preparing and
distributing material such as shareholder reports, prospectuses and proxy
materials to current shareholders of the Series; (d) registration fees (other
than state filing fees imposed on a Fund-wide basis and Securities and Exchange
Commission registration fees); (e) the expense of administrative personnel and
services as required to support the shareholders of a specific class; (f)
litigation or other legal expenses and audit or other accounting expenses
relating to a specific class; (g) fees of Board members incurred as a result of
issues relating to a specific class; and (h) shareholder or Board meeting costs
that relate to a specific class. All expenses described in clauses (a) through
(h) of this paragraph may be allocated as Class Expenses, but only if the Fund's
President and Treasurer have determined, subject to review by the Board of
[Trustees/Directors] (the "Board"), which expenses will be treated as Class
Expenses, consistent with applicable legal principles under the 1940 Act and the
Internal Revenue Code of 1986, as amended.
In the event that a particular expense is no longer reasonably allocable by
class or to a particular class, it shall be treated as a Fund Expense or Series
Expense, and in the event a Fund Expense or Series Expense becomes allocable at
a different level, including as a Class Expense, it shall be so allocated,
subject to compliance with Rule 18f-3 and to approval or ratification by the
Board.
Any changes in the categories of expenses that will be allocated as Class
Expenses shall be reviewed and approved by the Board, including a majority of
the Board members who are not "interested persons" of the Fund or series, as
defined in the 1940 Act. Any changes to such
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expense allocation shall be set forth in a schedule as amended from time to time
by the Board, including a majority of the Board members who are not "interested
persons" of the Fund, which shall form a part of this Plan.
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
thereof, as applicable, at the relative net asset values of the two classes.
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
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the Class B shares.
4. 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.
5. To the extent exchanges are permitted, shares of any class of the Fund
will be exchangeable with shares of the same class of another Fund, 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.
6. Dividends paid by the Fund or series thereof, as applicable, 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.
7. 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.
8. 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 of the Fund.
The Fund's Board, including a majority of the Board members who are not
interested persons of the Fund, has determined that this Amended and Restated
Multi-Distribution System Plan, including the expense allocation, is in the best
interests of each class of the Fund or series thereof, as applicable, and the
Fund or series as a whole, based on their review of information furnished to
them which they deemed reasonably necessary and sufficient to evaluate the Plan.
For use on or after: January 2001
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