<PAGE>
EX-99.B(o)rsmcp
WADDELL & REED ADVISORS RETIREMENT SHARES, 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 Retirement Shares, 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 October 7, 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
<PAGE>
of 0.75% of the average annual net assets of the Class C shares of the Fund.
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, respectively, 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
<PAGE>
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.
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
