Exhibit 10.25

                          DISTRIBUTION AND SERVICE PLAN
                               FOR CLASS A SHARES

                          (Adopted on October 1, 1993,
                        Restated on February 8, 1995 and
                            amended on July 29, 1997)


This Plan is adopted by _____________________ (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 A shares, provision of personal services to the
Fund's Class A shareholders and/or maintenance of its Class A 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 AND 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 the Class A shares as either (1) a
"distribution fee" to finance the distribution of the Fund's Class A shares, or
(2) a "service fee" to finance shareholder servicing by W&R, its affiliated
companies, broker-dealers who may sell Class A shares and other third-parties to
encourage and foster the maintenance of Class A shareholder accounts, or as a
combination of the two fees. The amounts shall be payable to W&R monthly or at
such other intervals as the board of directors may determine to reimburse W&R
for costs and expenses incurred.

NASD DEFINITION
For purposes of this Plan, the "distribution fee" may be considered as a sales
charge that is deducted from the Class A 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 A 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 at least
a majority of the outstanding Class A voting securities of the Fund (as defined
in the Act) and 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 A 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 A shares or service
Class A shareholder accounts.

AMENDMENTS
This Plan may not be amended to increase materially the amount to be spent for
distribution of Class A shares,



personal service and/or maintenance of shareholder accounts without approval of
the Class A shareholders, and all material amendments of this Plan must be
approved in the manner prescribed for the adoption of the Plan as provided
hereinabove.

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.