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SPECIAL MONEY MARKET FUND, INC.
(the Fund)
PLAN PURSUANT TO RULE 18F-3
The Fund hereby adopts this plan pursuant to Rule 18f-3 under the
Investment Company Act of 1940 (the 1940 Act), setting forth the separate
arrangement and expense allocation of each class of shares in the Fund. Any
material amendment to this plan is subject to prior approval of the Board of
Directors, including a majority of the independent Directors.
CLASS CHARACTERISTICS
CLASS A SHARES: Class A shares are not subject to either an initial or
contingent deferred sales charge but are subject to a
distribution and/or service fee pursuant to Rule 12b-1 under
the 1940 Act (Rule 12b-1 fee) not to exceed .125 of 1% per
annum of the average daily net assets of the class. Class A
shares shall initially be available only through the
exchange of Class A shares of other investment companies
identified in the Fund's current prospectus.
CLASS B/C SHARES: Class B/C shares are not subject to either an initial or
contingent deferred sales charge, nor are they subject to
any Rule 12b-1 fee.
CLASS Z SHARES: Class Z shares are not subject to either an initial or
contingent deferred sales charge, nor are they subject to
any Rule 12b-1 fee. Class Z shares shall initially be
available only through the exchange of Class Z shares of
other investment companies identified in the Fund's current
prospectus.
INCOME AND EXPENSE ALLOCATIONS
Income, any realized and unrealized capital gains and losses, and expenses
not allocated to a particular class of the Fund will be allocated to each
class of the Fund on the basis of relative net assets (settled shares).
"Relative net assets (settled shares)" are net assets valued in accordance
with generally accepted accounting principles but excluding the value of
subscriptions receivable in relation to the net assets of the Fund.
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DIVIDENDS AND DISTRIBUTIONS
Dividends and other distributions paid by the Fund to each class of shares,
to the extent paid, will be paid on the same day and at the same time, and
will be determined in the same manner and will be in the same amount,
except that the amount of the dividends and other distributions declared
and paid by a particular class of the Fund may be different from that paid
by another class of the Fund because of Rule 12b-1 fees and other expenses
borne exclusively by that class.
EXCHANGE PRIVILEGE
Holders of Class A shares, Class B/C shares and Class Z shares shall have
such exchange privileges as set forth in the Fund's current prospectus.
Exchange privileges may vary among classes and among holders of a class.
GENERAL
A. Each class of shares shall have exclusive voting rights on any matter
submitted to shareholders that relates solely to its arrangement and shall
have separate voting rights on any matter submitted to shareholders in
which the interests of one class differ from the interests of any other
class.
B. On an ongoing basis, the Directors, pursuant to their fiduciary
responsibilities under the 1940 Act and otherwise, will monitor the Fund
for the existence of any material conflicts among the interests of its
several classes. The Directors, including a majority of the independent
Directors, shall take such action as is reasonably necessary to eliminate
any such conflicts that may develop. Prudential Investments Fund Management
LLC, the Fund's Manager, will be responsible for reporting any potential or
existing conflicts to the Directors.
C. For purposes of expressing an opinion on the financial statements of the
Fund, the methodology and procedures for calculating the net asset value
and dividends/distributions of the Fund's several classes and the proper
allocation of income and expenses among such classes will be examined
annually by the Fund's independent auditors who, in performing such
examination, shall consider the factors set forth in the relevant auditing
standards adopted, from time to time, by the American Institute of
Certified Public Accountants.
Approved: May __, 2000
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