EXHIBIT 10(D)
SCUDDER INTERNATIONAL FUND, INC.
(the "Fund")
AMENDED PLAN WITH RESPECT TO
SCUDDER INTERNATIONAL FUND
(the "PORTFOLIO")
PURSUANT TO RULE 18F-3
under the
INVESTMENT COMPANY ACT OF 1940
THE PLAN
1. INTRODUCTION
As required by Rule 18f-3 under the Investment Company Act of 1940, as
amended ("1940 Act"), this Plan describes the multi-class system for the Fund
that will apply to shares of capital stock, $0.01 par value of Scudder
International Fund (the "shares"), including the separate class arrangements for
shareholder and administrative services and the distribution of shares, the
method for allocating expenses, income, gain and loss of the Fund among classes
and, any related exchange privileges and conversion features applicable to the
classes.
Upon the effective date of this Plan, the Fund elects to offer multiple
classes of shares of the Portfolio, as described herein, pursuant to Rule 18f-3
and this Plan.
II. THE MULTI-CLASS SYSTEM
The Portfolio may offer four classes of shares, Class S Shares, Barrett
International Shares, Class R SHARES AND AARP SHARES. SHARES OF EACH CLASS OF
THE PORTFOLIO SHALL REPRESENT AN EQUAL PRO RATA interest in the Portfolio and,
generally, shall have identical voting, dividend, liquidation, and other rights,
preferences, powers, restrictions, limitations, qualifications and terms and
conditions, except that: (a) each class shall have a different designation; (b)
each class of shares shall bear any Class Expenses, as defined by subsection
A.2, below; (c) Class R shares may be subject to a distribution services fee and
an administrative services fee, which shall be paid pursuant to a Rule 12b-1 and
Administrative Services Plan adopted for that class; (d) each class shall have
exclusive voting rights on any matter submitted to shareholders that relates
solely to its shareholder services, administrative services or distribution
arrangements; (e) each class shall have separate voting rights on any matter
submitted to shareholders in which the interests of one class differ from the
interests of any other class; (f) each class may have separate exchange
privileges; (g) each class of shares may have separate account size
requirements; and (h) each class may have different conversion features. In
addition, the following provisions shall apply to the classes authorized hereby.
Barrett Shares shall be offered only to persons who are clients of Barrett
Associates, Inc. and International Shares shall be offered to any investors.
Class R Shares shall be offered to those eligible investors as set forth in the
Portfolio's prospectus or statement of additional information as from time to
time in effect.
A. ALLOCATION OF INCOME AND EXPENSES
1. GENERAL.
The gross income, realized and unrealized capital gains and
losses and expenses (other than Class Expenses, as defined below) of the
Portfolio shall be allocated to each share of the Portfolio, on the basis of its
net asset value relative to the net asset value of the Portfolio. Expenses to be
so allocated include expenses of the Fund that are not attributable to the
Portfolio, any class of the Portfolio or any other series of the Fund ("Fund
Expenses") and expenses of the Portfolio not attributable to a particular class
of the Portfolio ("Portfolio Expenses"). Fund Expenses include, but are not
limited to, Directors' fees, certain insurance costs and certain legal fees.
Portfolio Expenses include, but are not limited to, certain filing fees (i.e.,
state filing fees imposed on a Fund-wide basis and Securities and Exchange
Commission registration fees), custodial fees, advisory fees and other expenses
relating to the management of the Portfolio's assets.
2. CLASS EXPENSES.
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") may include: (a) transfer agent fees attributable to a
specific class, (b) printing and postage expenses related to preparing and
distributing material such as shareholder reports, prospectuses and proxy
materials to current Fund shareholders; (c) registration fees (other than those
set forth in sub section A1 above); (d) the expense of administrative personnel
and services as required to support the shareholders of a specific class; (e)
litigation or other legal expenses and audit or other accounting expenses
relating to a specific class; (f) Director's fees incurred as a result of issues
relating to a specific class; and (g) shareholder or Directors' meeting costs
that relate to a specific class. All expenses described in this paragraph may be
allocated as Class Expenses, but only if the Fund's President and Treasurer have
determined, subject to the Board of Directors' approval or ratification, which
of such categories of 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 ("Code").
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 Portfolio Expense, and in the event a Fund Expense or Portfolio
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 of Directors.
The initial determination of expenses that will be allocated as Class
Expenses and any subsequent changes thereto shall be reviewed by the Board of
Directors and approved by such Board and by a majority of the Directors who are
not "interested persons" of the Fund or Portfolio, as defined in the 1940 Act
(the "Independent Directors"). Such expense allocation shall be set forth in a
schedule, as amended from time to time, by the Board of Directors, including a
majority of the Independent Directors, and shall form a part of this plan.
3. WAIVERS OR REIMBURSEMENTS OF EXPENSES
Expenses may be waived or reimbursed by the Fund's investment
adviser, its principal underwriter, or any other provider of services to the
Portfolio or the Fund without the prior approval of the Board of Directors to
the extent such waiver or reimbursement does not jeopardize the Fund's status as
a "regulated investment company" under the Code.
B. EXCHANGE PRIVILEGES
Shareholders of the multi-class Portfolio (other than the Barrett
class) may exchange shares of their class for shares of a similar class of
another fund in the Scudder family, at the relative net asset values of the
respective shares to be exchanged and with no sales charge, subject to
applicable law, and to the applicable requirements, if any, as to minimum
amount.
C. CONVERSION PRIVILEGES
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.
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 should 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.
D. BOARD REVIEW
1. INITIAL APPROVAL
The Board of Directors, including a majority of the
Independent Directors, at a meeting held March 14, 2000 approved the Plan based
on a determination that the Plan, including the expense allocation, is in the
best interests of each class individually and of the Portfolio and the Fund.
Their determination was based on their review of information furnished to them
which they deemed reasonably necessary and sufficient to evaluate the Plan.
2. APPROVAL OF AMENDMENTS
The Plan may not be amended materially unless the Board of Directors,
including a majority of the Independent Directors, has found that the proposed
amendment, including any proposed related expense allocation, is in the best
interests of each class individually and of the Portfolio and the Fund. Such
finding shall be based on information requested by, and furnished to, the Board
that the Board deems reasonably necessary to evaluate the proposed amendment.
3. PERIODIC REVIEW
The Board shall review reports of expense allocations and such other
information as they request at such times, or pursuant to such schedule, as they
may determine consistent with applicable legal requirements.
E. CONTRACTS
Any Agreement related to the multi-class system shall require
the parties thereto to furnish to the Board of Directors, upon their request,
such information as is reasonably necessary to permit the Directors to evaluate
the plan or any proposed amendment.
F. EFFECTIVE DATE
The Plan, having been reviewed and approved by the Board of Directors
and by a majority of the Independent Directors as indicated in subsection D1 of
Section II of the Plan, shall take effect as of the implementation of the
multi-class system, except that allocation of Class Expenses shall not occur
until the effective date of the Fund's post-effective amendment to its
registration statement containing disclosure concerning the multi-class system.
G. AMENDMENTS
The Plan may not be amended to modify materially its terms unless such
amendment has been approved in the manner specified in subsection D2 of Section
II of the Plan.
Schedule to Amended Multi-Distribution System Plan
Allocation of Class Expenses
CLASS R SHARES
1. Transfer agent fees attributable to Class R 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 R Shares;
3. Registration fees (other than State registration fees imposed on a
Fund-wide basis and Securities and Exchange Commission registration
Fees) for Class R Shares;
4. Litigation or other legal expenses relating solely to Class R Shares;
5. Trustees' fees incurred as a result of issues relating solely to Class
R Shares;
6. The expense of holding meetings solely for holders of Class R Shares;
and
7. Any expenses incurred as a result of being an Underlying Fund of
Scudder Pathway Series under the Special Servicing Agreement dated
November 15, 1996.
CLASS S SHARES
1. Transfer agent fees attributable to Class S 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 S Shares;
3. Registration fees (other than State registration fees imposed on a
Fund-wide basis and Securities and Exchange Commission registration
Fees) for Class S Shares;
4. Litigation or other legal expenses relating solely to Class S Shares;
5. Trustees' fees incurred as a result of issues relating solely to Class
S Shares;
6. The expense of holding meetings solely for holders of Class S Shares;
and
7. Any expenses incurred as a result of being an Underlying Fund of
Scudder Pathway Series under the Special Servicing Agreement dated
November 15, 1996.
AARP SHARES
1. Transfer agent fees attributable to AARP Shares;
2. Printing and postage expenses related to preparing and distributing
material such as shareholde reports, prospectuses and proxy materials
to current holders of AARP Shares;
3. Registration fees (other than State registration fees imposed on a
Fund-wide basis and Securities and Exchange Commission registration
Fees) for AARP Shares;
4. Litigation or other legal expenses relating solely to AARP Shares;
5. Trustees' fees incurred as a result of issues relating solely to AARP
Shares;
6. The expense of holding meetings solely for holders of AARP Shares; and
7. Any expenses incurred as a result of being an Underlying Fund of
Scudder Pathway Series under the Special Servicing Agreement dated
November 15, 1996.
BARRETT INTERNATIONAL SHARES
1. Transfer agent fees attributable to 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 AARP Shares;
3. Registration fees (other than State registration fees imposed on a
Fund-wide basis and Securities and Exchange Commission registration
Fees) for AARP Shares;
4. Litigation or other legal expenses relating solely to AARP Shares;
5. Trustees' fees incurred as a result of issues relating solely to AARP
Shares;
6. The expense of holding meetings solely for holders of AARP Shares; and
7. Any expenses incurred as a result of being an Underlying Fund of
Scudder Pathway Series under the Special Servicing Agreement dated
November 15, 1996.