Common use of Term of the Agreement; Taking Effect; Amendments Clause in Contracts

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one year and from year to year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended or a new agreement between the Company and the Agent covering the substance of this Agreement may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the Company, including the vote of a majority of the directors who are not "interested persons," as defined in the Act, of either party to this Agreement or of Waddell & Reed Investment Management Company, cast in person at a mxxxxxx calxxx for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director vote." Any disinterested director vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the Company; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one year and from year to year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended or a new agreement between the Company and the Agent covering the substance of this Agreement may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the Company, including the vote of a majority of the directors who are not "interested persons," as defined in the Act, of either party to this Agreement or of Waddell Xxxxxxx & Reed Xxxx Investment Management Company, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director vote." Any disinterested director vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the Company; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one (1) year and from year to year-to-year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended amended, or a new agreement covering the same topics between the Company Fund and the Agent covering the substance of this Agreement WRSCO may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the CompanyFund, including the vote of a majority of the directors who are not "interested persons," as defined in the 1940 Act, of either party to this Agreement Agreement, the agreement to be continued, amendment or of Waddell & Reed Investment Management Companynew agreement, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director vote." Any disinterested director director's vote shall shall, in favor of continuance, amendment or execution of a new agreement, include a determination that that: (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company Fund and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFund; (iii) the Agent WRSCO can provide services services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality. Nothing herein contained shall prevent any disinterested director vote from being conditioned on the favorable vote of the holders of a majority (as defined in or under the 0000 Xxx) of the outstanding shares of the Fund.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one (1) year and from year to year-to-year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended amended, or a new agreement covering the same topics between the Company Fund and the Agent covering the substance of this Agreement may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the CompanyFund, including the vote of a majority of the directors who are not "interested persons," as defined in the Act, of either party to this Agreement Agreement, the agreement to be continued, amendment or of Waddell & Reed Investment Management Companynew agreement, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director vote." Any disinterested director director's vote shall shall, in favor of continuance, amendment or execution of a new agreement, include a determination that that: (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company Fund and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFund; (iii) the Agent can provide services services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality. Nothing herein contained shall prevent any disinterested director vote from being conditioned on the favorable vote of the holders of a majority (as defined in or under the Act) of the outstanding voting securities of the Fund.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one year and from year to year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended or a new agreement between the Company and the Agent covering the substance of this Agreement may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the Company, including the vote of a majority of the directors who are not "interested persons," as defined in the Act, of either party to this Agreement or of Waddell Xxxxxxx & Reed Xxxx Investment Management Company, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director vote." Any disinterested director vote shall include a determination that that: (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the Company; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one (1) year and from year to year-to-year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended amended, or a new agreement covering the same topics between the Company Fund and the Agent covering the substance of this Agreement may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the CompanyFund, including the vote of a majority of the directors who are not "interested persons," as defined in the Act, of either party to this Agreement Agreement, the agreement to be continued, amendment or of Waddell & Reed Investment Management Companynew agreement, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director vote." Any disinterested director director's vote shall shall, in favor of continuance, amendment or execution of a new agreement, include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company Fund and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFund; (iii) the Agent can provide services services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality. Nothing herein contained shall prevent any disinterested director vote from being conditioned on the favorable vote of the holders of a majority (as defined in or under the Act) of the outstanding shares of the Fund.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one (1) year and from year to year-to-year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended amended, or a new agreement covering the same topics between the Company Trust and the Agent covering the substance of this Agreement WRSCO may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors Trustees of the CompanyTrust, including the vote of a majority of the directors trustees who are not "“interested persons," ” as defined in the 1940 Act, of either party to this Agreement Agreement, the agreement to be continued, amendment or of Waddell & Reed Investment Management Companynew agreement, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "“disinterested director trustee vote." ” Any disinterested director trustee’s vote shall shall, in favor of continuance, amendment or execution of a new agreement, include a determination that that: (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company Trust and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFund; (iii) the Agent WRSCO can provide services services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality. Nothing herein contained shall prevent any disinterested trustee vote from being conditioned on the favorable vote of the holders of a majority (as defined in or under the 0000 Xxx) of the outstanding shares of the Funds.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one year and from year to year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended or a new agreement between the Company and the Agent covering the substance of this Agreement may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the Company, including the vote of a majority of the directors who are not "interested persons," as defined in the Act, of either party to this Agreement or of Waddell & Reed, Inc. or Waddell & Reed Investment Management CompanyCompanx, cast xxxx in person xxxson at a mxxxxxx calxxx for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director vote." Any disinterested director vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the Company; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business as to each Fund on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one (1) year and from year to year-to-year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended amended, or a new agreement covering the same topics between the Company Trust and the Agent covering the substance of this Agreement WRSCO may be entered into only as to a Fund if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors Trustees of the CompanyTrust, including the vote of a majority of the directors trustees who are not "interested persons," as defined in the 1940 Act, of either party to this Agreement Agreement, the agreement to be continued, amendment or of Waddell & Reed Investment Management Companynew agreement, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director trustee vote." Any disinterested director trustee's vote shall shall, in favor of continuance, amendment or execution of a new agreement, include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company each affected Fund and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFund; (iii) the Agent WRSCO can provide services services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality. Nothing herein contained shall prevent any disinterested trustee vote from being conditioned on the favorable vote of the holders of a majority of the outstanding voting securities (as defined in or under the 0000 Xxx) of a Fund.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one year and from year to year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended or a new agreement between the Company and the Agent covering the substance of this Agreement may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the Company, including the vote of a majority of the directors who are not "interested persons," as defined in the Act, of either party to this Agreement or of Waddell Xxxxxxx & Reed Xxxx Investment Management CompanyCompany ("disinterested directors"), cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director vote." Any disinterested director vote shall include a determination that that: (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the Company; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one (1) year and from year to year-to-year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended amended, or a new agreement covering the same topics between the Company Corporation and the Agent covering the substance of this Agreement WRSCO may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the CompanyCorporation, including the vote of a majority of the directors who are not "interested persons," as defined in the 1940 Act, of either party to this Agreement Agreement, the agreement to be continued, amendment or of Waddell & Reed Investment Management Companynew agreement, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director vote." Any disinterested director director's vote shall shall, in favor of continuance, amendment or execution of a new agreement, include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company Corporation and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFunds; (iii) the Agent WRSCO can provide services services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality. Nothing herein contained shall prevent any disinterested director vote from being conditioned on the favorable vote of the holders of a majority (as defined in or under the 0000 Xxx) of the outstanding shares of the Funds.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one year and from year to year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended or a new agreement between the Company and the Agent covering the substance of this Agreement may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the Company, including the vote of a majority of the directors who are not "interested persons," as defined in the Act, of either party to this Agreement or of Waddell Xxxxxxx & Reed Xxxx, Inc. or Xxxxxxx & Xxxx Investment Management Company, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director vote." Any disinterested director vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the Company; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one year and from year to year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended or a new agreement between the Company and the Agent covering the substance of this Agreement may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the Company, including the vote of a majority of the directors who are not "interested persons," as defined in the Act, of either party to this Agreement or of Waddell & Reed Investment Management Company, cast in person at a mxxxxxx calxxx x xxxxxng xxxxed for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director vote." Any disinterested director vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the Company; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one year and from year to year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended or a new agreement between the Company and the Agent covering the substance of this Agreement may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the Company, including the vote of a majority of the directors who are not "interested persons," as defined in the Act, of either party to this Agreement or of Waddell & Reed Investment Management Company, cast in person at a mxxxxxx calxxx xxxxxxx caxxxx for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director vote." Any disinterested director vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the Company; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business as to each Fund on the date hereof April 30, 2009 and shall continue, unless terminated as hereinafter provided, for a period of one year and from year to year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended or a new agreement between the Company Trust and the Agent WRSCO covering the substance of this Agreement may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors Trustees of the CompanyTrust, including the vote of a majority of the directors trustees who are not "interested persons," as defined in the Act, of either party to this Agreement or of Waddell & Reed Investment Xxxx Xnvexxxxnt Management Company, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director trustee vote." Any disinterested director trustee vote shall include a determination that that: (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company each affected Fund and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFund; (iii) the Agent WRSCO can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one (1) year and from year to year-to-year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended amended, or a new agreement covering the same topics between the Company Corporation and the Agent covering the substance of this Agreement WRSCO may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the CompanyCorporation, including the vote of a majority of the directors who are not "interested persons," as defined in the Act, of either party to this Agreement Agreement, the agreement to be continued, amendment or of Waddell & Reed Investment Management Companynew agreement, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director vote." Any disinterested director director's vote shall shall, in favor of continuance, amendment or execution of a new agreement, include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company Corporation and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFunds; (iii) the Agent WRSCO can provide services services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality. Nothing herein contained shall prevent any disinterested director vote from being conditioned on the favorable vote of the holders of a majority (as defined in or under the 1900 Xxx) of the outstanding shares of the Funds.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one (1) year and from year to year-to- year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended amended, or a new agreement covering the same topics between the Company Corporation and the Agent covering the substance of this Agreement may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the CompanyCorporation, including the vote of a majority of the directors who are not "interested persons," as defined in the Act, of either party to this Agreement Agreement, the agreement to be continued, amendment or of Waddell & Reed Investment Management Companynew agreement, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director vote." Any disinterested director director's vote shall shall, in favor of continuance, amendment or execution of a new agreement, include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company each Fund and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFunds; (iii) the Agent can provide services services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality. Nothing herein contained shall prevent any disinterested director vote from being conditioned on the favorable vote of the holders of a majority (as defined in or under the Act) of the outstanding shares of the Funds.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective as to each Fund at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one year and from year to year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended or a new agreement between the Company Trust and the Agent WRSCO covering the substance of this Agreement may be entered into as to a Fund only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors Trustees of the CompanyTrust, including the vote of a majority of the directors trustees who are not "“interested persons," ” as defined in the Act, of either party to this Agreement or of Waddell Xxxxxxx & Reed Xxxx Investment Management Company, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "“disinterested director trustee vote." ” Any disinterested director trustee vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company each affected Fund and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFund; (iii) the Agent WRSCO can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective as to each Fund at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one year and from year to year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended or a new agreement between the Company Trust and the Agent WRSCO covering the substance of this Agreement may be entered into as to a Fund only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors Trustees of the CompanyTrust, including the vote of a majority of the directors trustees who are not "“interested persons," ” as defined in the Act, of either party to this Agreement or of Waddell & Reed Ivy Investment Management Company, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director an “independent trustee vote." ” Any disinterested director independent trustee vote shall include a determination that that: (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company each affected Fund and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFunds; (iii) the Agent WRSCO can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one (1) year and from year to year-to-year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended amended, or a new agreement covering the same topics between the Company Fund and the Agent covering the substance of this Agreement may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the CompanyFund, including the vote of a majority of the directors who are not "interested persons," as defined in the Act, of either party to this Agreement Agreement, the agreement to be continued, amendment or of Waddell & Reed Investment Management Companynew agreement, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director vote." Any disinterested director director's vote shall shall, in favor of continuance, amendment or execution of a new agreement, include a determination that that: (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company Fund and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFund; (iii) the Agent can provide services services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality. Nothing herein contained shall prevent any disinterested director vote from being conditioned on the favorable vote of the holders of a majority (as defined in or under the Act) of the outstanding shares of the Fund.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one year and from year to year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended or a new agreement between the Company Trust and the Agent covering the substance of this Agreement may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors Trustees of the CompanyTrust, including the vote of a majority of the directors trustees who are not "interested persons," as defined in the Act, of either party to this Agreement or of Waddell Xxxxxxx & Reed Xxxx Xxx Investment Management Company, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a an "disinterested director independent trustee vote." Any disinterested director independent trustee vote shall include a determination that that: (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company each of the Funds and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFunds; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one (1) year and from year to year-to-year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended amended, or a new agreement covering the same topics between the Company Corporation and the Agent covering the substance of this Agreement WRSCO may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the CompanyCorporation, including the vote of a majority of the directors who are not "interested persons," as defined in the Act, of either party to this Agreement Agreement, the agreement to be continued, amendment or of Waddell & Reed Investment Management Companynew agreement, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director vote." Any disinterested director director's vote shall shall, in favor of continuance, amendment or execution of a new agreement, include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company Corporation and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFunds; (iii) the Agent WRSCO can provide services services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality. Nothing herein contained shall prevent any disinterested director vote from being conditioned on the favorable vote of the holders of a majority (as defined in or under the Act) of the outstanding shares of the Funds.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one year and from year to year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended or a new agreement between the Company and the Agent covering the substance of this Agreement may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the Company, including the vote of a majority of the directors who are not "interested persons," as defined in the Act, of either party to this Agreement or of Waddell & Reed Investment Management CompanyXxxxxxmenx Xxmpany, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director vote." Any disinterested director vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the Company; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one (1) year and from year to year-to-year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended amended, or a new agreement covering the same topics between the Company Trust and the Agent covering the substance of this Agreement WRSCO may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors Trustees of the CompanyTrust, including the vote of a majority of the directors trustees who are not "interested persons," as defined in the 1940 Act, of either party to this Agreement Agreement, the agreement to be continued, amendment or of Waddell & Reed Investment Management Companynew agreement, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director trustee vote." Any disinterested director trustee's vote shall shall, in favor of continuance, amendment or execution of a new agreement, include a determination that that: (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company Trust and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFund; (iii) the Agent WRSCO can provide services services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality. Nothing herein contained shall prevent any disinterested trustee vote from being conditioned on the favorable vote of the holders of a majority (as defined in or under the 1940 Act) of the outstanding shares of the Funds.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one (1) year and from year to year-to-year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended amended, or a new agreement covering the same topics between the Company Fund and the Agent covering the substance of this Agreement WRSCO may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the CompanyFund, including the vote of a majority of the directors who are not "interested persons," as defined in the 1940 Act, of either party to this Agreement Agreement, the agreement to be continued, amendment or of Waddell & Reed Investment Management Companynew agreement, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director vote." Any disinterested director director's vote shall shall, in favor of continuance, amendment or execution of a new agreement, include a determination that that: (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company Fund and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFund; (iii) the Agent WRSCO can provide services services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality. Nothing herein contained shall prevent any disinterested director vote from being conditioned on the favorable vote of the holders of a majority (as defined in or under the 1940 Axx) xx xhe outstanding shares of the Fund.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one year and from year to year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended or a new agreement between the Company Corporation and the Agent covering the substance of this Agreement may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the CompanyCorporation, including the vote of a majority of the directors who are not "interested persons," as defined in the Act, of either party to this Agreement or of Waddell & Reed Investment Management Company, cast in person at a mxxxxxx calxxx xx x xeetxxx called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director vote." Any disinterested director vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company each Fund and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFunds; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business as to each Fund on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one (1) year and from year to year-to-year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended amended, or a new agreement covering the same topics between the Company Trust and the Agent covering the substance of this Agreement WRSCO may be entered into only as to a Fund if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors Trustees of the CompanyTrust, including the vote of a majority of the directors trustees who are not "“interested persons," ” as defined in the 1940 Act, of either party to this Agreement Agreement, the agreement to be continued, amendment or of Waddell & Reed Investment Management Companynew agreement, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "“disinterested director trustee vote." ” Any disinterested director trustee’s vote shall shall, in favor of continuance, amendment or execution of a new agreement, include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company each affected Fund and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFund; (iii) the Agent WRSCO can provide services services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality. Nothing herein contained shall prevent any disinterested trustee vote from being conditioned on the favorable vote of the holders of a majority of the outstanding voting securities (as defined in or under the 0000 Xxx) of a Fund.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one (1) year and from year to year-to-year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended amended, or a new agreement covering the same topics between the Company Fund and the Agent covering the substance of this Agreement may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors Trustees of the CompanyFund, including the vote of a majority of the directors trustees who are not "interested persons," as defined in the Act, of either party to this Agreement Agreement, the agreement to be continued, amendment or of Waddell & Reed Investment Management Companynew agreement, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director trustee vote." Any disinterested director trustee's vote shall shall, in favor of continuance, amendment or execution of a new agreement, include a determination that that: (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company Fund and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFund; (iii) the Agent can provide services services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality. Nothing herein contained shall prevent any disinterested trustee vote from being conditioned on the favorable vote of the holders of a majority (as defined in or under the Act) of the outstanding voting securities of the Fund.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business as to each Fund on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one (1) year and from year to year-to-year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended amended, or a new agreement covering the same topics between the Company Trust and the Agent covering the substance of this Agreement WRSCO may be entered into only as to a Fund if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors Trustees of the CompanyTrust , including the vote of a majority of the directors trustees who are not "interested persons," as defined in the 1940 Act, of either party to this Agreement Agreement, the agreement to be continued, amendment or of Waddell & Reed Investment Management Companynew agreement, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director trustee vote." Any disinterested director trustee's vote shall shall, in favor of continuance, amendment or execution of a new agreement, include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company each affected Fund and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFund; (iii) the Agent WRSCO can provide services services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality. Nothing herein contained shall prevent any disinterested trustee vote from being conditioned on the favorable vote of the holders of a majority of the outstanding voting securities (as defined in or under the 1940 Act) xx x Xxnd.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one year and from year to year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended or a new agreement between the Company Corporation and the Agent covering the substance of this Agreement may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the CompanyCorporation, including the vote of a majority of the directors who are not "interested persons," as defined in the Act, of either party to this Agreement or of Waddell & Reed Investment Management Company, cast in person at pxxxxx xt a mxxxxxx calxxx xxxting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director vote." Any disinterested director vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company each Fund and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFunds; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one (1) year and from year to year-to-year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended amended, or a new agreement covering the same topics between the Company Corporation and the Agent covering the substance of this Agreement WRSCO may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the CompanyCorporation, including the vote of a majority of the directors who are not "interested persons," as defined in the Act, of either party to this Agreement Agreement, the agreement to be continued, amendment or of Waddell & Reed Investment Management Companynew agreement, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director vote." Any disinterested director director's vote shall shall, in favor of continuance, amendment or execution of a new agreement, include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company Corporation and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFunds; (iii) the Agent WRSCO can provide services services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality. Nothing herein contained shall prevent any disinterested director vote from being conditioned on the favorable vote of the holders of a majority (as defined in or under the 0000 Xxx) of the outstanding shares of the Funds.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one year and from year to year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended or a new agreement between the Company and the Agent covering the substance of this Agreement may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the Company, including the vote of a majority of the directors who are not "“interested persons," ” as defined in the Act, of either party to this Agreement or of Waddell Wxxxxxx & Reed Rxxx Investment Management Company, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "“disinterested director vote." ” Any disinterested director vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the Company; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one (1) year and from year to year-to-year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended amended, or a new agreement covering the same topics between the Company Fund and the Agent covering the substance of this Agreement WRSCO may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the CompanyFund, including the vote of a majority of the directors who are not "“interested persons," ” as defined in the 1940 Act, of either party to this Agreement Agreement, the agreement to be continued, amendment or of Waddell & Reed Investment Management Companynew agreement, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "“disinterested director vote." ” Any disinterested director director’s vote shall shall, in favor of continuance, amendment or execution of a new agreement, include a determination that that: (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company Fund and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFund; (iii) the Agent WRSCO can provide services services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality. Nothing herein contained shall prevent any disinterested director vote from being conditioned on the favorable vote of the holders of a majority (as defined in or under the 1000 Xxx) of the outstanding shares of the Fund.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one (1) year and from year to year-to-year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended amended, or a new agreement covering the same topics between the Company and the Agent covering the substance of this Agreement WRSCO may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the Company, including the vote of a majority of the directors who are not "“interested persons," ” as defined in the 1940 Act, of either party to this Agreement Agreement, the agreement to be continued, amendment or of Waddell & Reed Investment Management Companynew agreement, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "“disinterested director vote." ” Any disinterested director director’s vote shall shall, in favor of continuance, amendment or execution of a new agreement, include a determination that that: (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFund; (iii) the Agent WRSCO can provide services services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality. Nothing herein contained shall prevent any disinterested director vote from being conditioned on the favorable vote of the holders of a majority (as defined in or under the 0000 Xxx) of the outstanding shares of the Funds.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one year and from year to year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended or a new agreement between the Company and the Agent covering the substance of this Agreement may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the Company, including the vote of a majority of the directors who are not "interested persons," as defined in the Act, of either party to this Agreement or of Waddell & Reed Investment Management Company, cast in person xxxx xn pxxxxn at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director vote." Any disinterested director vote shall include a determination that that: (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the Company; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one year and from year to year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended or a new agreement between the Company Corporation and the Agent WRSCO covering the substance of this Agreement may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the CompanyCorporation, including the vote of a majority of the directors who are not "interested persons," as defined in the Act, of either party to this Agreement or of Waddell Xxxxxxx & Reed Xxxx Investment Management Company, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director vote." Any disinterested director vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company each Fund and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFunds; (iii) the Agent WRSCO can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one year and from year to year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended or a new agreement between the Company and the Agent covering the substance of this Agreement may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the Company, including the vote of a majority of the directors who are not "“interested persons," ” as defined in the Act, of either party to this Agreement or of Waddell Xxxxxxx & Reed Xxxx Investment Management Company, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "“disinterested director vote." ” Any disinterested director vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the Company; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one year and from year to year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended or a new agreement between the Company and the Agent covering the substance of this Agreement may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the Company, including the vote of a majority of the directors who are not "interested persons," as defined in the Act, of either party to this Agreement or of Waddell & Reed, Inc. or Waddell & Reed Investment Management Invesxxxxx Xanaxxxxnt Company, cast xxxx in person xxxxon at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director vote." Any disinterested director vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the Company; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one (1) year and from year to year-to-year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended amended, or a new agreement covering the same topics between the Company Trust and the Agent covering the substance of this Agreement WRSCO may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors Trustees of the CompanyTrust, including the vote of a majority of the directors trustees who are not "interested persons," as defined in the 1940 Act, of either party to this Agreement Agreement, the agreement to be continued, amendment or of Waddell & Reed Investment Management Companynew agreement, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director trustee vote." Any disinterested director trustee's vote shall shall, in favor of continuance, amendment or execution of a new agreement, include a determination that that: (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company Trust and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFund; (iii) the Agent WRSCO can provide services services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality. Nothing herein contained shall prevent any disinterested trustee vote from being conditioned on the favorable vote of the holders of a majority (as defined in or under the 0000 Xxx) of the outstanding shares of the Funds.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one (1) year and from year to year-to-year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended amended, or a new agreement covering the same topics between the Company Corporation and the Agent covering the substance of this Agreement WRSCO may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the CompanyCorporation, including the vote of a majority of the directors who are not "interested persons," as defined in the 1940 Act, of either party to this Agreement Agreement, the agreement to be continued, amendment or of Waddell & Reed Investment Management Companynew agreement, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director vote." Any disinterested director director's vote shall shall, in favor of continuance, amendment or execution of a new agreement, include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company Corporation and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFunds; (iii) the Agent WRSCO can provide services services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality. Nothing herein contained shall prevent any disinterested director vote from being conditioned on the favorable vote of the holders of a majority (as defined in or under the 1940 Act) of the outstanding shares of the Funds.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one year and from year to year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended or a new agreement between the Company Fund and the Agent WRSCO covering the substance of this Agreement may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the CompanyFund, including the vote of a majority of the directors who are not "interested persons," as defined in the Act, of either party to this Agreement or of Waddell & Reed Investment Management Company, cast in person at a mxxxxxx calxxx x xxxxxng xxxxed for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director vote." Any disinterested director vote shall include a determination that that: (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company Fund and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFund; (iii) the Agent WRSCO can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one (1) year and from year to year-to-year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended amended, or a new agreement covering the same topics between the Company Trust and the Agent covering the substance of this Agreement WRSCO may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors Trustees of the CompanyTrust, including the vote of a majority of the directors trustees who are not "interested persons," as defined in the Act, of either party to this Agreement Agreement, the agreement to be continued, amendment or of Waddell & Reed Investment Management Companynew agreement, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director vote." Any disinterested director director's vote shall shall, in favor of continuance, amendment or execution of a new agreement, include a determination that that: (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company Trust and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFund; (iii) the Agent WRSCO can provide services services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality. Nothing herein contained shall prevent any disinterested director vote from being conditioned on the favorable vote of the holders of a majority (as defined in or under the Act) of the outstanding voting securities of the Fund.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one year and from year to year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended or a new agreement between the Company Trust and the Agent WRSCO covering the substance of this Agreement may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors Trustees of the CompanyTrust, including the vote of a majority of the directors trustees who are not "“interested persons," ” as defined in the Act, of either party to this Agreement or of Waddell Xxxxxxx & Reed Xxxx Xxx Investment Management Company, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director an “independent trustee vote." ” Any disinterested director independent trustee vote shall include a determination that that: (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company each of the Funds and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFunds; (iii) the Agent WRSCO can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one year and from year to year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended or a new agreement between the Company and the Agent covering the substance of this Agreement may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the Company, including the vote of a majority of the directors who are not "interested persons," as defined in the Act, of either party to this Agreement or of Waddell & Reed Investment Management Company, cast in person xxxx xx pexxxx at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director vote." Any disinterested director vote shall include a determination that that: (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the Company; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one year and from year to year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended or a new agreement between the Company and the Agent covering the substance of this Agreement may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors Trustees of the Company, including the vote of a majority of the directors trustees who are not "interested persons," as defined in the Act, of either party to this Agreement or of Waddell Xxxxxxx & Reed Xxxx Xxx Investment Management Company, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director independent trustee vote." Any disinterested director independent trustee vote shall include a determination that that: (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the Company; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one year and from year to year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended or a new agreement between the Company and the Agent covering the substance of this Agreement may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the Company, including the vote of a majority of the directors who are not "interested persons," as defined in the Act, of either party to this Agreement or of Waddell & Reed, Inc. or Waddell & Reed Investment Management Investmxxx Xxxagexxxx Company, cast in person xxxx xx pexxxx at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director vote." Any disinterested director vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the Company; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one year and from year to year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended or a new agreement between the Company Trust and the Agent WRSCO covering the substance of this Agreement may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors Trustees of the CompanyTrust, including the vote of a majority of the directors trustees who are not "interested persons," as defined in the Act, of either party to this Agreement or of Waddell & Reed Ivy Investment Management Company, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a an "disinterested director independent trustee vote." Any disinterested director independent trustee vote shall include a determination that that: (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company each of the Funds and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFunds; (iii) the Agent WRSCO can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one year and from year to year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended or a new agreement between the Company and the Agent covering the substance of this Agreement may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the Company, including the vote of a majority 2majority of the directors who are not "interested persons," as defined in the Act, of either party to this Agreement or of Waddell & Reed Investment Management Company, cast in person xxxx xn pxxxxn at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director vote." Any disinterested director vote shall include a determination that that: (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the Company; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one (1) year and from year to year-to-year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended amended, or a new agreement covering the same topics between the Company and the Agent covering the substance of this Agreement WRSCO may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the Company, including the vote of a majority of the directors who are not "interested persons," as defined in the 1940 Act, of either party to this Agreement Agreement, the agreement to be continued, amendment or of Waddell & Reed Investment Management Companynew agreement, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director vote." Any disinterested director director's vote shall shall, in favor of continuance, amendment or execution of a new agreement, include a determination that that: (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFund; (iii) the Agent WRSCO can provide services services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality. Nothing herein contained shall prevent any disinterested director vote from being conditioned on the favorable vote of the holders of a majority (as defined in or under the 1940 Act) of the outstanding shares of the Funds.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective as to each Fund at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one year and from year to year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended or a new agreement between the Company Trust and the Agent WRSCO covering the substance of this Agreement may be entered into as to a Fund only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors Trustees of the CompanyTrust, including the vote of a majority of the directors trustees who are not "interested persons," as defined in the Act, of either party to this Agreement or of Waddell & Reed Investment Xxxx Xnvexxxxnt Management Company, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director trustee vote." Any disinterested director trustee vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company each affected Fund and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFund; (iii) the Agent WRSCO can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one year and from year to year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended or a new agreement between the Company and the Agent covering the substance of this Agreement may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the Company, including the vote of a majority of the directors who are not "interested persons," as defined in the Act, of either party to this Agreement or of Waddell & Reed Investment Management Company, cast in person xxxx xx pexxxx at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director vote." Any disinterested director vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the Company; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective as to each Fund at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one year and from year to year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended or a new agreement between the Company Trust and the Agent WRSCO covering the substance of this Agreement may be entered into as to a Fund only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors Trustees of the CompanyTrust, including the vote of a majority of the directors trustees who are not "interested persons," as defined in the Act, of either party to this Agreement or of Waddell Xxxxxxx & Reed Xxxx Investment Management Company, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director trustee vote." ". Any disinterested director trustee vote shall include a determination that that: (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company each affected Fund and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFund; (iii) the Agent WRSCO can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one (1) year and from year to year-to-year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended amended, or a new agreement covering the same topics between the Company Trust and the Agent covering the substance of this Agreement WRSCO may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors Trustees of the CompanyTrust, including the vote of a majority of the directors trustees who are not "interested persons," as defined in the 1940 Act, of either party to this Agreement Agreement, the agreement to be continued, amendment or of Waddell & Reed Investment Management Companynew agreement, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director trustee vote." Any disinterested director trustee's vote shall shall, in favor of continuance, amendment or execution of a new agreement, include a determination that that: (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company Trust and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFund; (iii) the Agent WRSCO can provide services services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality. Nothing herein contained shall prevent any disinterested trustee vote from being conditioned on the favorable vote of the holders of a majority (as defined in or under the 1940 Act) xx xxx outstanding shares of the Funds.

Term of the Agreement; Taking Effect; Amendments. This Agreement shall become effective as to each Fund at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one year and from year to year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended or a new agreement between the Company Trust and the Agent WRSCO covering the substance of this Agreement may be entered into as to a Fund only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors Trustees of the CompanyTrust, including the vote of a majority of the directors trustees who are not "“interested persons," ” as defined in the Act, of either party to this Agreement or of Waddell Xxxxxxx & Reed Xxxx Investment Management Company, cast in person at a mxxxxxx calxxx meeting called for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "“disinterested director trustee vote." ”. Any disinterested director trustee vote shall include a determination that that: (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company each affected Fund and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the CompanyFund; (iii) the Agent WRSCO can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality.