EX-99.B(m)mmmdspc
DISTRIBUTION AND SERVICE PLAN
FOR CLASS C SHARES
(Adopted November 15, 2000)
This Plan is adopted by Waddell & Reed Advisors Municipal Money Market Fund,
Inc. (the "Fund"), pursuant to Rule 12b-1 under the Investment Company Act of
1940, as amended (the "Act") to provide for payment by the Fund of certain
expenses in connection with the distribution of the Fund's Class C shares,
provision of personal services to the Fund's Class C shareholders and/or
maintenance of its Class C shareholder accounts. Payments under the Plan are
to be made to Waddell & Reed, Inc. ("W&R") which serves as the principal
underwriter for the Fund under the terms of the Underwriting Agreement
pursuant to which W&R offers and sells the shares of the Fund.
Distribution Fee
The Fund is authorized to pay to W&R an amount not to exceed on an annual
basis .75 of 1% of the Fund's average net assets of its Class C shares as a
"distribution fee" to finance the distribution of the Fund's Class C shares
payable to W&R daily or at such other intervals as the board of directors may
determine to compensate W&R.
Service Fee
The Fund is authorized to pay to W&R an amount not to exceed on an annual
basis .25 of 1% of the Fund's average net assets of its Class C shares as a
"service fee" to finance shareholder servicing by W&R or its affiliated
companies to encourage and foster the maintenance of shareholder accounts of
the Fund's Class C shares. The amounts shall be payable to W&R daily or at
such other intervals as the board of directors may determine to compensate
W&R.
NASD Definition
For purposes of this Plan, the "distribution fee" may be considered as a sales
charge that is deducted from the Class C net assets of the Fund and does not
include the service fee. The "service fee" shall be considered a payment made
by the Fund for personal service and/or maintenance of Class C shareholder
accounts, as such is now defined by the National Association of Securities
Dealers, Inc. ("NASD"), provided, however, if the NASD adopts a definition of
"service fee" for purposes of Rule 2830 of the NASD Conduct Rules that differs
from the definition of "service fee" as presently used, or if the NASD adopts
a related definition intended to define the same concept, the definition of
"service fee" as used herein shall be automatically amended to conform to the
NASD definition.
Quarterly Reports
W&R shall provide to the board of directors of the Fund and the board of
directors shall review at least quarterly a written report of the amounts so
expended of the distribution fee and/or service fee paid or payable to it
under this Plan and the purposes for which such expenditures were made.
Approval of Plan
This Plan shall become effective when it has been approved by a vote of the
board of directors of the Fund and of the directors who are not interested
persons of the Fund and have no direct or indirect financial interest in the
operation of the Plan or any agreement related to this Plan (other than as
directors or shareholders of the Fund) ("independent directors") cast in
person at a meeting called for the purposes of voting on such Plan.
Continuance
This Plan shall continue in effect for a period of one (1) year and thereafter
from year to year only so long as such continuance is approved by the
directors, including the independent directors, as specified hereinabove for
the adoption of the Plan by the directors and independent directors.
Director Continuation
In considering whether to adopt, continue or implement this Plan, the
directors shall have a duty to request and evaluate, and W&R shall have a duty
to furnish, such information as may be reasonably necessary to an informed
determination of whether this Plan should be adopted, implemented or
continued.
Termination
This Plan may be terminated at any time by a vote of a majority of the
independent directors of the Fund or by a vote of the majority of the
outstanding Class C voting securities of the Fund without penalty. On
termination, the payment of all distribution fees and service fees shall
cease, and the Fund shall have no obligation to W&R to reimburse it for any
cost or expenditure it has made or may make to distribute the Class C shares
or service Class C shareholder accounts.
Amendments
This Plan may not be amended to increase materially the amount to be spent for
distribution of Class C shares, personal service and/or maintenance of
shareholder accounts without approval of the Class C shareholders, and all
material amendments of this Plan must be approved in the manner prescribed for
the adoption of the Plan as provided hereinabove. The distribution and
service fees may be reduced by action of the board of directors without
shareholder approval.
Directors
While this Plan is in effect, the selection and nomination of the directors
who are not interested persons of the Fund shall be committed to the
discretion of the directors who are not interested persons of the Fund.
Records
Copies of this Plan, the Underwriting Agreement and reports made pursuant to
this Plan shall be preserved as provided in Rule 12b-1(f) under the Act.