Waddell & Reed Advisors Retirement Shares Inc Sample Contracts

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EX-99.B(e)rsuadel
Principal Underwriting Agreement • October 15th, 2002 • Waddell & Reed Advisors Retirement Shares Inc
RULE 17f-5 DELEGATION AGREEMENT
Delegation Agreement • November 3rd, 2003 • Waddell & Reed Advisors Retirement Shares Inc • New York

By its execution of this Delegation Agreement by and between WADDELL & REED ADVISORS RETIREMENT SHARES, INC. (the Fund), a management investment company registered with the Securities and Exchange Commission (the Commission) under the Investment Company Act of 1940, as amended (the 1940 Act), and UMB BANK, N. A. (the Custodian), the Fund hereby directs the Custodian to appoint Citibank, N.A. as the Approved Foreign Custody Manager under the terms of the Custodian Agreement between the Fund and the Custodian (the Delegate) to perform certain functions with respect to the custody of the Fund's Assets (as defined in Section 13 of this Delegation Agreement) outside the United States of America.

Between
Custodian Agreement • May 30th, 1997 • United Retirement Shares Inc
WITNESSETH:
Investment Management Agreement • October 15th, 2002 • Waddell & Reed Advisors Retirement Shares Inc
INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • October 27th, 2006 • Waddell & Reed Advisors Retirement Shares Inc

United Retirement Shares, Inc. and Waddell & Reed, Inc. ("W&R") entered into an Investment Management Agreement on August 1, 1990. W&R assigned the Investment Management Agreement to Waddell & Reed Investment Management Company ("WRIMCO") on January 8, 1992, and the Investment Management Agreement between Waddell & Reed Advisors Retirement Shares, Inc. ("Fund") and WRIMCO, amended and restated as of August 21, 2002, and further amended effective November 9, 2005, has been approved, annually, by the Board of Directors, including separate approval by the Disinterested Directors, as prescribed by Section 15(c) of the Investment Company Act of 1940, as amended ("1940 Act").

ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • November 3rd, 2003 • Waddell & Reed Advisors Retirement Shares Inc

THIS AGREEMENT, originally made as of the 1st day of October, 1990, by and between United Retirement Shares, Inc. and Waddell & Reed Services Company, is hereby amended and restated and effective July 1, 2003, by and between Waddell & Reed Advisors Retirement Shares, Inc. (f/k/a United Retirement Shares, Inc.) (the "Fund"), a Maryland corporation, and Waddell & Reed Services Company ("WRSCO"), a Missouri corporation,

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