0001105607-09-000011 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • January 28th, 2009 • Waddell & Reed Advisors Small Cap Fund Inc • Kansas

THIS AGREEMENT, effective as of January 30, 2009, 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.

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ASSIGNMENT AND AMENDMENT OF RULE 17F-5 DELEGATION AGREEMENTS
Rule 17f-5 Delegation Assignment Agreement • 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").

ASSIGNMENT AND AMENDMENT OF CUSTODIAN AGREEMENTS
Custodian Agreement • January 28th, 2009 • Waddell & Reed Advisors Small Cap Fund Inc • Missouri

ASSIGNMENT AGREEMENT AND AMENDMENT (the "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").

ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • January 28th, 2009 • Waddell & Reed Advisors Small Cap Fund Inc

THIS AGREEMENT, effective January 30, 2009, is entered into by and between Waddell & Reed Advisors Funds ("Trust"), a Delaware statutory Trust, and Waddell & Reed Services Company, a Missouri corporation ("WRSCO").

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • January 28th, 2009 • Waddell & Reed Advisors Small Cap Fund Inc

THIS AGREEMENT, effective as of January 30, 2009, 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").

SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • January 28th, 2009 • Waddell & Reed Advisors Small Cap Fund Inc • Kansas

THIS AGREEMENT, effective as of January 30, 2009, is entered into by and between Waddell & Reed Advisors Funds (the "Trust") and Waddell & Reed Services Company ("WRSCO").

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