0001193125-17-173760 Sample Contracts

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.

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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
Agreement and Declaration of Trust • 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.

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.

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 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.

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.

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”).

AMENDED AND RESTATED ANNEX I TO FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • May 17th, 2017 • Waddell & Reed Advisors Funds

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

First Amendment to the Accounting and Administrative Services Agreement
Accounting and Administrative Services Agreement • May 17th, 2017 • Waddell & Reed Advisors Funds

This first amendment (“Amendment”) is made and effective as of May 18, 2017 to the Accounting and Administrative Services Agreement dated January 30, 2009, by and between Waddell & Reed Advisors Funds (the “Trust”), a Delaware statutory Trust, and Waddell & Reed Services Company, a Missouri corporation (“WRSCO”)(the “Agreement”).

AMENDED AND RESTATED APPENDIX A TO THE SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • May 17th, 2017 • Waddell & Reed Advisors Funds

This Amended and Restated Appendix A, as amended May 18, 2017 (“Appendix A”), to the Shareholder Servicing Agreement dated January 15, 2009 and as amended May 22, 2012 (the “Agreement”), is effective as of May 18, 2017, and supersedes any prior Appendix A to the Agreement.

AMENDED AND RESTATED EXHIBIT B TO WADDELL & REED ADVISORS SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • May 17th, 2017 • Waddell & Reed Advisors Funds

This Amended and Restated Exhibit B, as amended May 18, 2017 (“Appendix B”), to the Waddell & Reed Advisors Shareholder Servicing Agreement dated January 15, 2009 as Amended May 22, 2012 (the “Agreement”), is effective as of May 18, 2017, and supersedes any prior Exhibit B to the Agreement.

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

This Amended and Restated Appendix A, as amended May 18, 2017 (“Appendix A”), 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 A to the Agreement.

AMENDED AND RESTATED APPENDIX A TO ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • May 17th, 2017 • Waddell & Reed Advisors Funds

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

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