EX-99.B(O)asmcp
WADDELL & REED ADVISORS ASSET STRATEGY 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 Asset Strategy 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 September 12, 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 5.75% 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.
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
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: July 14, 1995
As Amended: December 6, 1995, Effective: December 31, 1995
As Amended: February 10, 1999, Effective: September 1, 1999
As Amended: May 17, 2000, Effective: June 30, 2000
