Exhibit (m)(4)

|   | **Fund:** | **Scudder Portfolio Trust****(the “Fund”)** |
|--------|-----------|-------------------------------------------------------|

|   | **Series:** | **Scudder Income Fund****(the “Series”)** |
|--------|-------------|-----------------------------------------------------|

|   | **Class:** | **Class A****(the “Class”)** |
|--------|------------|----------------------------------------|

 

 

|   | **RULE 12b-1 PLAN** |
|--------|---------------------|

 

Pursuant to the provisions of Rule 12b-1 under the Investment Company Act of 1940 (the “Act”), this Rule 12b-1 Plan (the “Plan”) has been adopted for the Fund, on behalf of the Series, for the Class (all as noted and defined above) by a majority of the members of the Fund’s Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Fund and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan (the “Qualified Trustees”) at a meeting called for the purpose of voting on this Plan.

 

1.         Services.  Pursuant to the terms of an Administrative Services Agreement (the “Services Agreement”), Kemper Distributors, Inc. (“KDI”) provides information and administrative services for the benefit of the Fund and its shareholders.  This Plan authorizes the Fund to pay KDI the administrative services fee computed at an annual rate of up to 0.25 of 1% of the average daily net assets of the Class, as set forth in the Services Agreement.  As described in the Services Agreement, KDI may use the administrative services fee to compensate various financial services firms (“Firms”) for providing such office space and equipment, telephone facilities, personnel or other services as may be necessary or beneficial for providing information and services to investors inthe Fund.  Such services and assistance may include, but are not limited to, establishing and maintaining accounts and records, processing purchase and redemption transactions, answering routine inquiries regarding the Fund and its special features, assistance to investors in changing dividend and investment options, account designations and addresses, and such other administrative services as the Fund or KDI may reasonably request.  

 

2.         Periodic Reporting.  KDI shall prepare reports for the Board of Trustees of the Fund on a quarterly basis for the Class showing amounts paid to the various Firms pursuant to the Services Agreement and such other information as from time to time shall be reasonably requested by the Board of Trustees.

 

3.         Continuance.  This Plan shall continue in effect indefinitely, provided that such continuance is approved at least annually by a vote of a majority of the Trustees, and of the Qualified Trustees, cast in person at a meeting called for such purpose or by vote of at least a majority of the outstanding voting securities of the Class.

 

4.         Termination.  This Plan may be terminated at any time without penalty with respect to the Class by vote of a majority of the Qualified Trustees or by vote of the majority of the outstanding voting securities of the Class.

 

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