<PAGE>
EX-99.B(h)mhssacomp
WADDELL & REED ADVISORS MUNICIPAL HIGH INCOME FUND, INC.
EXHIBIT B
COMPENSATION
Class A Shares
An amount payable on the first day of each month of $1.6125 for each account of
the Company which was in existence during any portion of the immediately
preceding month.
Class B Shares
An amount payable on the first day of each month of $1.6125 for each account of
the Company which was in existence during any portion of the immediately
preceding month.
Class C Shares
An amount payable on the first day of each month of $1.6125 for each account of
the Company which was in existence during any portion of the immediately
preceding month.
Class Y Shares
An amount payable on the first day of each month equal to 1/12 of .15 of 1% of
the average daily net assets of the Class for the preceding month.
Effective September 1, 2000
<PAGE>
EX-99.B(h)mhssafid
EXHIBIT C
<TABLE>
<CAPTION>
Bond or
Name of Bond Policy No. Insurer
<S> <C> <C> <C>
Investment Company 87015100B ICI
Blanket Bond Form Mutual
Insurance
Company
Fidelity $23,500,000
Audit Expense 50,000
On Premises 23,500,000
In Transit 23,500,000
Forgery or Alteration 23,500,000
Securities 23,500,000
Counterfeit Currency 23,500,000
Uncollectible Items of
Deposit 25,000
Phone-Initiated Transactions 23,500,000
Directors and Officers/ 87015100D ICI
Errors and Omissions Liability Mutual
Insurance Form Insurance
Total Limit $15,000,000 Company
Blanket Lost Instrument Bond (Mail Loss) 30S100639551 Travelers
Blanket Undertaking Lost Instrument
Waiver of Probate 42SUN339806 Hartford
Casualty
Insurance
</TABLE>
<PAGE>
EX-99.B(h)mhasaamend
AMENDMENT TO
ACCOUNTING SERVICES AGREEMENT
THIS AMENDMENT, made as of the 1st day of September, 2000, by and between
Waddell & Reed Advisors Municipal High Income Fund, Inc. (the "Fund"), a
Maryland Corporation and Waddell & Reed Services Company ("Agent"), a Missouri
Corporation, to amend the Accounting Services Agreement dated August 1, 1990
("Agreement") by and between the Fund and Agent,
WITNESSETH:
WHEREAS, the Fund and the Agent agree to amend and restate Section C
COMPENSATION OF THE AGENT to read as follows:
C. COMPENSATION OF THE AGENT
The Fund agrees to pay to the Agent for its services under this Agreement,
an amount payable on the first day of the month as shown in the following table
pertinent to the average daily net assets of the Fund during the prior month:
<TABLE>
<CAPTION>
Fund's Average Daily Monthly Fee
-------------------- -----------
Net Assets for the Month (Millions)
-------------------------
<S> <C>
$0 to $10 None
$10 to $25 $917
$25 to $50 $1,833
$50 to $100 $2,750
$100 to$200 $3,666
$200 to $350 $4,583
$350 to $550 $5,500
$550 to $750 $6,417
$750 to $1,000 $7,792
$1,000 and over $9,167
</TABLE>
In addition, for each class of shares in excess of one, the Fund pays the Agent
a monthly per-class fee equal to 2.5% of the monthly base fee.
All other terms of the Agreement remain in full force and effect.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed on the date and year first above written.
WADDELL & REED ADVISORS
MUNICIPAL HIGH INCOME FUND, INC.
By: /s/Kristen A. Richards
-----------------------------------
Kristen A. Richards, Vice President
ATTEST:
By: /s/Daniel C. Schulte
--------------------------------------
Daniel C. Schulte, Assistant Secretary
WADDELL & REED SERVICES COMPANY
By: /s/Michael D. Strohm
----------------------------
Michael D. Strohm, President
ATTEST:
By: /s/Daniel C. Schulte
--------------------------------------------
Daniel C. Schulte, Secretary
