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EX-99.B(o)cimcp
WADDELL & REED ADVISORS CONTINENTAL INCOME FUND, INC.
MULTIPLE CLASS PLAN PURSUANT TO RULE 18f-3
This Multiple Class Plan ("Plan") pursuant to Rule 18f-3 under the
Investment Company Act of 1940, as amended ("1940 Act"), sets forth the multiple
class structure for Waddell & Reed Advisors Continental Income Fund, Inc.
("Fund"). This multiple class structure was approved by the Board of Directors
of the Fund on February 8, 1995 and adopted pursuant to Rule 18f-3 under the
1940 Act. This Plan describes the classes of shares of stock of the Fund --
Class A shares and Class Y shares -- offered to the public on or after August
29, 1995 ("Implementation Date"), and Class B shares and Class C shares -
offered to the public on or after October 4, 1999.
General Description of the Classes:
CLASS A SHARES. Class A shares will be sold to the general public
subject to an initial sales charge. The maximum sales charge is 4.25% of the
amount invested and declines to 0% based on discounts for volume purchases. The
initial sales charge is waived for certain eligible purchasers.
Class A shares also will be subject to distribution and service fees
charged pursuant to a Distribution and Service Plan adopted pursuant to Rule
12b-1 under the 1940 Act ("Rule 12b-1") that provides for a maximum fee of .25%
of the average annual net assets of the Class A shares of the Fund. All of the
shares of the Fund issued pursuant to a Fund prospectus effective prior to the
Implementation Date and that are outstanding on the Implementation Date will be
designated as Class A shares.
CLASS B SHARES. Class B shares will be sold subject to a contingent
deferred sales charge, which will be imposed on the lesser of amount invested or
redemption value. The maximum contingent deferred sales charge will be 5.0% and
will decline 1% per year after the first year after investment to 0% after seven
years, as follows: in the first year, the contingent deferred sales charge will
be 5%; in the second year, 4%; in the third and fourth years, 3%; in the fifth
year, 2%; in the sixth year, 1%; and in the seventh year, 0%. A year is a
12-month period. Solely for purposes of determining the number of months or
years from the time of any payment for the purchase of shares, all payments
during a month are totaled and deemed to have been made on the first day of the
month. Class B shares will also be subject to distribution and service fees
charged pursuant to a Distribution and Service Plan adopted pursuant to Rule
12b-1 that provides for a maximum service fee of 0.25% and a maximum
distribution fee of 0.75% of the average annual net assets of the Class B shares
of the Fund. Class B shares convert automatically into Class A shares eight
years after the month in which the shares were purchased.
CLASS C SHARES. Class C shares will be sold without an initial sales
charge and will be subject to a contingent deferred sales charge of 1% if the
shares are redeemed within twelve months after purchase. Class C shares will be
subject to distribution and service fees charged pursuant to a Distribution and
Service Plan adopted pursuant to Rule 12b-1 that provides for a maximum service
fee of 0.25% and a maximum distribution fee of 0.75% of the average annual net
assets of the Class C shares of the Fund.
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CLASS Y SHARES. Class Y shares will be sold without an initial sales
charge and without a Rule 12b-1 fee. Class Y shares are designed for
institutional investors and will be available for purchase by: (i) participants
of employee benefit plans established under section 403(b) or section 457, or
qualified under section 401, including 401(k) plans, of the Internal Revenue
Code of 1986 ("Code"), when the plan has 100 or more eligible employees and
holds the shares in an omnibus account on the Fund's records; (ii) banks, trust
institutions, investment fund administrators and other third parties investing
for their own accounts or for the accounts of their customers where such
investments for customer accounts are held in an omnibus account on the Fund's
records; (iii) government entities or authorities and corporations whose
investment within the first twelve months after initial investment is $10
million or more; and (iv) certain retirement plans and trusts for employees and
sales representatives of Waddell & Reed, Inc. and its affiliates.
Expense Allocations of Each Class:
In addition to the difference with respect to 12b-1 fees, Class A,
Class B and Class C shares differ from Class Y shares of the Fund with respect
to the applicable shareholder servicing fees. Class A, Class B and Class C
shares, respectivley, pay a monthly shareholder servicing fee of $1.3125 for
each Class A, Class B or Class C shareholder account which was in existence
during the prior month, plus $0.30 for each Class A, Class B or Class C account
on which a dividend or distribution had a record date in that month. Class Y
shares pay a monthly shareholder servicing fee equal to one-twelfth of .15 of 1%
of the average daily net Class Y assets for the preceding month.
Each Class may also pay a different amount of the following other
expenses:
(a) stationery, printing, postage and delivery expenses related
to preparing and distributing materials such as shareholder reports,
prospectuses, and proxy statements to current shareholders of a
specific Class of shares;
(b) Blue Sky registration fees incurred by a specific Class of
shares;
(c) SEC registration fees incurred by a specific Class of shares;
(d) expenses of administrative personnel and services required
to support the shareholders of a specific Class of shares;
(e) Directors' fees or expenses incurred as a result of issues
relating to a specific Class of shares;
(f) accounting expenses relating solely to a specific Class of
shares;
(g) auditors' fees, litigation expenses, and legal fees and
expenses relating to a specific Class of shares; and
(h) expenses incurred in connection with shareholders meetings as
a result of issues relating to a specific Class of shares.
These expenses may, but are not required to, be directly attributed and
charged to a particular Class. The shareholder servicing fees and other expenses
listed above that are attributed and charged to a particular Class are borne on
a pro rata basis by the outstanding shares of that Class.
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Certain expenses that may be attributable to the Fund, but not a
particular Class, are allocated based on the relative daily net assets of that
Class.
Exchange Privileges:
Class A shares of the Fund may be exchanged for Class A shares of any
other fund in the Waddell & Reed Advisors Funds or the W&R Funds, Inc.
Class B shares of the Fund may be exchanged for Class B shares of any
other fund in the Waddell & Reed Advisors Funds or the W&R Funds, Inc.
Class C shares of the Fund may be exchanged for Class C shares of any
other fund in the Waddell & Reed Advisors Funds or the W&R Funds, Inc.
Class Y shares of the Fund may be exchanged for Class Y shares of any
other fund in the Waddell & Reed Advisors Funds or the W&R Funds, Inc. and for
Class A shares of Waddell & Reed Advisors Cash Management, Inc. or Class A
shares of W&R Funds, Inc. Money Market Fund.
These exchange privileges may be modified or terminated by the Fund,
and exchanges may only be made into funds that are legally registered for sale
in the investor's state of residence.
Additional Information:
This Plan is qualified by and subject to the terms of the then current
prospectus for the applicable Class after the Implementation Date; provided,
however, that none of the terms set forth in any such prospectus shall be
inconsistent with the terms of the Classes contained in this Plan. The
prospectus for each Class contains additional information about that Class and
the Fund's multiple class structure.
Adopted: June 30, 1995
As Amended: December 6, 1995, Effective: January 9, 1996
As Amended: February 10, 1999, Effective: September 1, 1999
As Amended: May 17, 2000, Effective: June 30, 2000
