Waddell & Reed Advisors Funds Sample Contracts

WITNESSETH:
Investment Management Agreement • October 1st, 1999 • United Small Cap Fund Inc
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EX-99.B(h)scssadel
Shareholder Servicing Agreement • October 15th, 2002 • Waddell & Reed Advisors Small Cap Fund Inc
RULE 17f-5 DELEGATION AGREEMENT
Delegation Agreement • October 31st, 2003 • Waddell & Reed Advisors Small Cap Fund Inc • New York

By its execution of this Delegation Agreement by and between WADDELL & REED ADVISORS SMALL CAP FUND, 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.

EX-99.B(g)sccadel
Delegation Agreement • October 25th, 2001 • Waddell & Reed Advisors Small Cap Fund Inc • New York
AMENDED & RESTATED SCHEDULE A TO THE MASTER INTERFUND LENDING AGREEMENT
Master Interfund Lending Agreement • May 17th, 2017 • Waddell & Reed Advisors Funds

This Amended and Restated Schedule A, as amended May 18, 2017 (“Schedule A”), to the Master Interfund Lending Agreement dated August 13, 2014 (the “Agreement”), is effective as of May 18, 2017, and supersedes any prior Schedule A to the Agreement.

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • October 27th, 2006 • Waddell & Reed Advisors Small Cap Fund Inc

THIS AGREEMENT, originally made the 18th day of August, 1999, by and between WADDELL & REED ADVISORS SMALL CAP FUND, INC. (f/k/a United Small Cap Fund, Inc.) ("Fund"), and WADDELL & REED INVESTMENT MANAGEMENT COMPANY ("WRIMCO"), and hereby amended and restated 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").

WITNESSETH:
Accounting Services Agreement • October 1st, 1999 • United Small Cap Fund Inc
UNDERWRITING AGREEMENT
Underwriting Agreement • October 26th, 2012 • Waddell & Reed Advisors Funds • Kansas

THIS AGREEMENT, effective as of January 30, 2009 and as amended May 22, 2012, is entered into by and between Waddell & Reed Advisors Funds (hereinafter the “Trust”), a Delaware statutory trust, and Waddell & Reed, Inc. (hereinafter “W&R”), a Delaware corporation.

MASTER INTERFUND LENDING AGREEMENT
Master Interfund Lending Agreement • October 28th, 2014 • Waddell & Reed Advisors Funds • Delaware

This Master Interfund Lending Agreement (the “Master Agreement”), dated as of August 13, 2014 (the “Effective Date”), is by and among the series listed for Ivy Funds, Waddell & Reed Advisors Funds, Ivy Funds Variable Insurance Portfolios, and Invested Portfolios on Schedule A or Schedule B hereto (collectively, the “Trusts,” and each portfolio series of a Trust shall be referred to herein as a “Fund” and collectively as the “Funds”); Ivy Investment Management Company (“IICO”); and Waddell & Reed Investment Management Company (“WRIMCO” and together with IICO, the “Advisers”).

ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • October 31st, 2003 • Waddell & Reed Advisors Small Cap Fund Inc

THIS AGREEMENT, originally made as of the 29th day of September, 1999, by and between United Small Cap Fund, Inc. and Waddell & Reed Services Company, is hereby amended and restated and effective July 1, 2003, by and between Waddell & Reed Advisors Small Cap Fund, Inc. (f/k/a United Small Cap Fund, Inc.) (the "Fund"), a Maryland corporation, and Waddell & Reed Services Company ("WRSCO"), a Missouri corporation,

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • May 17th, 2017 • Waddell & Reed Advisors Funds • Delaware

This Investment Sub-Advisory Agreement (this “Agreement”) is by and between Wilshire Associates Incorporated, a California corporation (the “Sub-Adviser”), and Waddell & Reed Investment Management Company, a Kansas corporation (the “Adviser”), for the Waddell & Reed Advisors Wilshire Global Allocation Fund (the “Fund”), a portfolio of the Waddell & Reed Advisors Funds (the “Trust”), an open-end diversified management investment company organized as a series fund under the laws of the state of Delaware and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and shall be effective as of the 17th day of May, 2017.

CUSTODY AGREEMENT by and between WADDELL & REED ADVISORS FUNDS on behalf of EACH OF THE FUNDS LISTED ON SCHEDULE I HERETO and THE BANK OF NEW YORK MELLON
Custody Agreement • October 26th, 2012 • Waddell & Reed Advisors Funds • New York

CUSTODY AGREEMENT, dated as of March 9, 2012 (“Agreement”) between WADDELL & REED ADVISORS FUNDS, a trust organized under the laws of the State of Delaware (the “Trust”), on behalf of its series identified on Schedule I – List of Funds hereto, as such Schedule may be amended from time to time (each such series and each series made subject to this Agreement in accordance with Section 11.12 below, a “Fund”) and THE BANK OF NEW YORK MELLON, a bank organized under the laws of the state of New York (the “Custodian”).

EXHIBIT B SHAREHOLDER SERVICING AGREEMENT COMPENSATION
Shareholder Servicing Agreement • October 28th, 2015 • Waddell & Reed Advisors Funds

An amount payable on the first day of each month of $1.5042 for each Class A account of the Fund which was in existence during any portion of the immediately preceding month.

EX-99.B(l)scinitcap
United Small Cap Fund Inc • September 22nd, 1999

Waddell & Reed, Inc., in consideration of the issuance and sale to it by United Small Cap Fund, Inc. (Fund) of 10,000 shares of the Fund's Class A common stock for the total payment of $100,000.00, the receipt of which is acknowledged by the Fund, hereby recognizes that said amount was paid to the Fund in order for the Fund to comply with Section 14 of the Investment Company Act of 1940, and agrees that it shall hold said shares for investment and not with a view toward resale or requesting their redemption.

EXHIBIT A AGREEMENT OF REDESIGNATION AND REORGANIZATION
Agreement of Redesignation and Reorganization • April 2nd, 2009 • Waddell & Reed Advisors Funds • Delaware
WITNESSETH:
Accounting Services Agreement • July 8th, 1999 • United Small Cap Fund Inc
AMENDMENT TO CUSTODIAN AGREEMENT BETWEEN UMB BANK, N.A. AND WADDELL & REED ADVISORS FUNDS
Custodian Agreement • January 27th, 2012 • Waddell & Reed Advisors Funds

THIS AMENDMENT (the “Amendment”), dated as of August 31, 2011, is between Waddell & Reed Advisors Funds, a Delaware statutory trust (the “Trust”) and UMB Bank, N.A. (the “Custodian”).

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First Amendment to the Amended and Restated Investment Management Agreement
Investment Management Agreement • October 27th, 2017 • Waddell & Reed Advisors Funds

This first Amendment (“Amendment”) is made and effective as of June 2, 2017 to the Amended and Restated Investment Management Agreement dated May 15, 2017, by and between Waddell & Reed Advisors Funds (the “Trust”) and Waddell & Reed Investment Management Company (“WRIMCO”), with respect to each series of the Trust listed in Appendix A (each, a “Fund” and collectively, the “Funds”)(the “Agreement”).

AMENDED AND RESTATED SCHEDULE I TO WADDELL & REED ADVISORS CUSTODY AGREEMENT
Custody Agreement • May 17th, 2017 • Waddell & Reed Advisors Funds

This Amended and Restated Schedule I, as amended May 18, 2017 (“Schedule I”), to the Waddell & Reed Advisors Custody Agreement dated March 9, 2012 (the “Agreement”) is effective as of May 18, 2017, and supersedes any prior Schedule I to the Agreement.

AMENDED AND RESTATED APPENDIX A TO ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • October 27th, 2017 • Waddell & Reed Advisors Funds

This Amended and Restated Appendix A to the Waddell & Reed Advisors Funds Accounting Services Agreement dated January 30, 2009 (the “Agreement”), is effective as of October 16, 2017, and supersedes any prior Appendix A to the Agreement.

ASSIGNMENT AND AMENDMENT OF RULE 17F-5 DELEGATION AGREEMENTS
Assignment Agreement and Amendment • January 28th, 2009 • Waddell & Reed Advisors Small Cap Fund Inc • New York

ASSIGNMENT AGREEMENT AND AMENDMENT (the "Rule 17f-5 Delegation Assignment Agreement"), dated as of January 30, 2009, among each of the WADDELL & REED ADVISORS INVESTMENT COMPANIES IDENTIFIED AS AN ASSIGNOR SIGNATORY BELOW, each a Maryland corporation (each, an "Assignor"), WADDELL & REED ADVISORS FUNDS, a Delaware statutory trust, on behalf of each of its series ("Assignee"), and UMB BANK, N.A. ("Custodian").

17f-5 Delegation Agreement SCHEDULE A Waddell & Reed Advisors Accumulative Fund Waddell & Reed Advisors Asset Strategy Fund Waddell & Reed Advisors Bond Fund Waddell & Reed Advisors Cash Management Waddell & Reed Advisors Continental Income Fund...
Waddell & Reed Advisors Funds • January 28th, 2015

As revised 07/01/09; Amended and Effective January 1, 2015 with respect to the name change of Waddell & Reed Advisors International Growth Fund to Waddell & Reed Advisors Global Growth Fund.

EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • October 27th, 2017 • Waddell & Reed Advisors Funds

EXPENSE REIMBURSEMENT AGREEMENT, by and between Waddell & Reed Investment Management Company (“WRIMCO”), Waddell & Reed, Inc. (“W&R”), Waddell & Reed Services Company doing business as WI Services Company (“WISC”), and Waddell & Reed Advisors Funds (the “Trust”) on behalf of each series of the Trust set forth below (each a “Fund” and collectively, the “Funds”).

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • May 17th, 2017 • Waddell & Reed Advisors Funds

This Amended and Restated Investment Management Agreement is effective May 15, 2017, by and between Waddell & Reed Advisors Funds (the “Trust”) and Waddell & Reed Investment Management Company (“WRIMCO”, with respect to each series of the Trust listed in Appendix A (each, a “Fund” and collectively, the “Funds”) (the “Agreement”). This Agreement amends and restates in its entirety the Investment Management Agreement, dated as of January 30, 2009, by and between the Trust and WRIMCO and each Fund listed on Appendix A.

Addendum to the Foreign Custody Manager Agreement
Manager Agreement • October 24th, 2013 • Waddell & Reed Advisors Funds

Addendum made as of May 22, 2013, to the Foreign Custody Manager Agreement between Waddell & Reed Advisors Funds (the “Trust”) and The Bank of New York Mellon dated March 9, 2012, as amended (the “Custody Agreement”). This Addendum is made by the Trust on behalf of each of its series listed on Annex I of the Foreign Custody Manager Agreement (each, a “Fund,” and collectively, the “Funds”).

AMENDED AND RESTATED APPENDIX B TO INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • May 17th, 2017 • Waddell & Reed Advisors Funds

This Amended and Restated Appendix B, as amended May 18, 2017 (“Appendix B”) to the Waddell & Reed Advisors Funds Investment Management Agreement dated January 30, 2009, as amended and restated May 15, 2017 (the “Agreement”), is effective as of May 18, 2017, and supersedes any prior Appendix B to the Agreement.

FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • October 26th, 2012 • Waddell & Reed Advisors Funds • New York

AGREEMENT made as of March 9, 2012 by and between Waddell & Reed Advisors Funds, a trust organized under the laws of the State of Delaware (the “Trust”), on behalf of its series identified on Annex I hereto, as such Annex may be amended from time to time (each such series and each series made subject to this Agreement in accordance with Section 10 of Article VI below, a “Fund”), and The Bank of New York Mellon (“BNYM”).

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of WADDELL & REED ADVISORS FUNDS a Delaware Statutory Trust Principal Place of Business: Shawnee Mission, Kansas 66201-9217
Advisors Funds • May 17th, 2017 • Waddell & Reed Advisors Funds • Delaware

THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST is made as of May 18, 2017 for the purpose of continuing the Trust as a Delaware statutory trust in accordance with the provisions hereinafter set forth.

SHAREHOLDER SERVICING AGREEMENT EXHIBIT C
Shareholder Servicing Agreement • January 28th, 2011 • Waddell & Reed Advisors Funds
EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • May 17th, 2017 • Waddell & Reed Advisors Funds

EXPENSE REIMBURSEMENT AGREEMENT, by and between Waddell & Reed Investment Management Company (“WRIMCO”), Waddell & Reed, Inc. (“W&R”), Waddell & Reed Services Company doing business as WI Services Company (“WISC”), and Waddell & Reed Advisors Funds (the “Trust”) on behalf of its series designated Waddell & Reed Advisors Wilshire Global Allocation Fund, (the “Fund”).

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