Exhibit 10.29


 


 


SHAREHOLDER SERVICING AGREEMENT


 


 


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”).


 


W I T N
E S S E T H :


 


WHEREAS, the Trust wishes to appoint WRSCO to be its
shareholder servicing agent with respect to each of its series listed in
Appendix A (each, a “Fund”) upon, and subject to, the terms and provisions of
this Agreement;


 


NOW THEREFORE, in consideration of the mutual
covenants contained in this Agreement, the parties agree as follows:


 


1.                                    Appointment as Shareholder Servicing Agent;
Acceptance.


 


(1)        The
Trust hereby appoints WRSCO to act as Shareholder Servicing Agent for each Fund
upon, and subject to, the terms and provisions of this Agreement.


 


(2)        WRSCO
hereby accepts the appointment as Shareholder Servicing Agent for each Fund and
agrees to act as such upon, and subject to, the terms and provisions of this
Agreement.


 


(3)        WRSCO
may appoint an entity or entities approved by the Trust in writing to perform
any portion of WRSCO’s duties hereunder (the “Subagent”).


 


2.         Definitions.


 


(1)                              In this Agreement -


 


(a)        The
term the “Act” means the Investment Company Act of 1940 as amended from time to
time;


 


(b)        The
term “account” means the shares of each Fund registered on the books of the
Trust in the name of a shareholder under a particular account registration
number and includes shares subject to instructions by the shareholder with
respect to periodic redemptions and/or reinvestment in additional shares of any
dividends payable on said shares;


 


(c)        The
term “affiliate” of a person shall mean a person controlling, controlled by, or
under common control with that person;


 


(d)        The
term “Class” shall mean each separate sub-class of a class of shares of the
Trust, as may now or in the future exist;


 


(e)        The
term “Fund” shall mean each separate class of shares of the Trust, as may now
or in the future exist;


 


 

















 


(f)         The
term “officers’ instruction” means an instruction given on behalf of the Trust
to WRSCO and signed on behalf of the Trust by any one or more persons
authorized to do so by the Trust’s Board of Trustees;


 


(g)        The
term “prospectus” means the prospectus and statement of additional information
of the applicable Fund or Class from time to time in effect;


 


(h)        The
term “shares” means shares including fractional shares of each Fund, whether or
not such shares are evidenced by an outstanding stock certificate issued by the
Fund;


 


(i)         The
term “shareholder” shall mean the owner of record of shares of a Fund; and


 


(j)         The
term “share certificate” means a certificate representing shares of a Fund in
the form then currently in use by the Fund.


 


3.                                    Duties of WRSCO.


 


WRSCO shall perform such duties as shall be set
forth in this Paragraph 3 and in accordance with the practice stated in Exhibit A
of this Agreement or any amendment thereof, any or all of which duties may be
delegated to or performed by one or more Subagents pursuant to Paragraph (1 )
above.


 


(1)                              Transfers.


 


Subject to the provisions of this Agreement WRSCO
hereby agrees to perform the following functions as transfer agent for each
Fund:


 


(a)        Recording
the ownership, transfer, exchange and cancellation of ownership of shares of
each Fund on the books of the Trust;


 


(b)        Causing
the issuance, transfer, exchange and cancellation of share certificates;


 


(c)        Establishing
and maintaining records of accounts;


 


(d)        Computing
and causing to be prepared and mailed or otherwise delivered to shareholders
payment checks including bank wire transfers and notices of reinvestment in
additional shares of dividends, stock dividends or stock splits declared by
each Fund on shares and of redemption proceeds due by each Fund on redemption
of shares;


 


(e)        Causing
checking accounts to be available and maintained for shareholders who elect to
redeem shares by drawing checks on such accounts, including accepting or
rejecting signatures on all checks drawn on the checking account and notifying
the payor bank to dishonor any check WRSCO deems not to be validly signed;


 


(f)         Furnishing
to shareholders such information as may be reasonably required by the Trust,
including appropriate income tax information;


 


 


2

















 


(g)        Addressing
and mailing to shareholders prospectuses, annual and semi-annual reports and
proxy materials for shareholder meetings prepared by or on behalf of the Funds;


 


(h)        Replacing
allegedly lost, stolen or destroyed share certificates in accordance with and
subject to procedures and conditions agreed upon and set out in officers’
instructions;


 


(i)         Maintaining
such books and records relating to transactions effected by WRSCO pursuant to
this Agreement as are required by the Act, or by rules or regulations
thereunder, or by any other applicable provisions of law, to be maintained by
the Trust or its transfer agent with respect to such transactions; preserving,
or causing to be preserved, any such books and records for such periods as may
be required by any such law, rule or regulation; furnishing the Trust such
information as to such transactions and at such time as may be reasonably
required by it to comply with applicable laws and regulations; and


 


(j)         Providing
such services and carrying out such responsibilities on behalf of the Trust ,
or imposed on WRSCO as the Funds’ transfer agent, not otherwise expressly
provided for in this Paragraph 3, as may be required by or be reasonably
necessary to comply with any statute, act, governmental rule, regulation or
directive or court order, including, without limitation, the requirements
imposed by the Tax Equity and Fiscal Responsibility Act of 1982 and the Income
and Dividend Tax Compliance Act of 1983 relating to the withholding of tax from
distributions to shareholders.


 


(2)                              Correspondence.


 


WRSCO agrees to deal with and answer all
correspondence from or on behalf of shareholders relating to its functions
under this Agreement.


 


(3)                              Anti-Money Laundering Delegation.


 


(a)        Delegation.  Each Fund hereby delegates to WRSCO, as agent
for such Fund, responsibility for the implementation and operation of the
following policies and procedures in connection with the Fund’s Anti-Money
Laundering (“AML”) Program, as applicable to WRSCO’s functions as defined in
the Agreement:  (i) know-your-customer
policies; (ii) monitoring accounts and identifying high risk accounts; (iii) policies
and procedures for reliance on third parties; (iv) policies and procedures
for correspondent accounts for foreign financial institutions and for private
banking accounts for non-U.S. persons; (v) no cash policy; (vi) detecting
and reporting suspicious activity; and (vii) all related recordkeeping
requirements, and WRSCO accepts such delegation.  WRSCO further agrees to cooperate with the
Fund’s AML Compliance Officer in the performance of WRSCO’s responsibilities
under the AML Program.


 


(b)        The
AML Program.  WRSCO hereby represents
and warrants that WRSCO has received a copy of each Fund’s AML Program and
undertakes to perform all responsibilities imposed on WRSCO as a “Service
Provider” thereunder.  Each Fund hereby
agrees to provide to WRSCO any amendment(s) to the AML Program promptly
after adoption of any such amendment(s) by the Fund.


 


(c)        Consent
to Examination.  WRSCO hereby
consents to:  (a) provide to federal
examination authorities information and records relating to the AML Program
maintained by


 


 


3

















 


WRSCO;
and (b) the inspection of WRSCO by federal examination authorities for
purposes of the AML Program.


 


(d)        Anti-Money
Laundering Program.  WRSCO hereby
represents and warrants that WRSCO has implemented and enforces an anti-money
laundering program (“AMLP”) reasonably designed to comply with laws,
regulations and regulatory guidance applicable to the Fund and WRSCO, and
includes, if applicable:


 


a.         know-your-customer
policies;


 


b.         due
diligence policies for correspondent accounts for foreign financial
institutions and for private banking accounts for non-U.S. persons;


 


c.         reasonable
internal procedures and controls to detect and report suspicious activities;


 


d.         monitoring
accounts and identifying high-risk accounts;


 


e.         a
compliance officer or committee with responsibility for the anti-money
laundering program;


 


f.          employee
training, including that:  (i) new
employees receive AML training upon the commencement of their employment; and (ii) existing
employees receive AML training at the time such employees assume duties that
bring them into contact with possible money laundering activities;


 


g.         an
independent audit function; and


 


h.         recordkeeping
requirements.


 


(e)        Delivery
of Documents.  WRSCO agrees to
furnish to each Fund the following documents:


 


a.         a
copy of WRSCO’s AMLP as in effect on the date hereof, and any material
amendment thereto promptly after the adoption of any such amendment;


 


b.         a
copy of any deficiency letter sent by federal examination authorities
concerning WRSCO’s AMLP; and


 


c.         no
less frequently than annually, a report on WRSCO’s anti-money laundering
program that includes a certification to the Fund concerning WRSCO’s


 


implementation
of, and ongoing compliance with, its anti-money laundering program and a copy
of any audit report prepared with respect to WRSCO’s anti-money laundering
program.


 


(f)         Reports.  WRSCO will provide periodic reports
concerning WRSCO’s compliance with WRSCO’s AMLP and/or each Fund’s AML Program
at such times as may be reasonably requested by the Trust’s Board of Trustees
or the Anti-Money Laundering Compliance Officer.


 


 


4

















 


4.                                    Compensation of WRSCO.


 


With respect to each Fund, the Trust agrees to pay
WRSCO for its services under this Agreement in accordance with the schedule as
then in effect set forth in Exhibit B of this Agreement or any amendment
thereof.  In addition, the Trust agrees to
reimburse WRSCO for the following “out-of-pocket” expenses of WRSCO within five
days after receipt of an itemized statement of such expenses, to the extent
that payment of such expenses has not been or is not to be made directly by the
Trust : (i) costs of stationery, appropriate forms, envelopes, checks,
postage, printing and mailing charges, including returned mail and proxies,
incurred by WRSCO with respect to materials and communications sent to
shareholders in carrying out its duties to the Trust under this Agreement, bank
charges for wire transfers pursuant to Section 3(1)(c) herein above,
and maintenance of shareholder checking accounts pursuant to Section 3(1)(e) herein
above; (ii) long distance telephone costs incurred by WRSCO for telephone
communications and microfilm and storage costs for transfer agency records and
documents; (iii) costs of all ancillary and supporting services and
related expenses (other than insurance premiums) reasonably required by and
provided to WRSCO, other than by its employees or employees of an affiliate,
with respect to functions of the Trust being performed by it in its capacity as
shareholder servicing agent hereunder, including legal advice and
representation in litigation to the extent that such payments are permitted
under Paragraph 7 of this Agreement and charges to shareholder servicing agent
made by any Subagent; (iv) costs for special reports or information
furnished on request pursuant to this Agreement and not specifically required
by WRSCO by Paragraph 3 of this Agreement; and (v) reasonable costs and
expenses incurred by WRSCO in connection with the duties of WRSCO described in
Paragraph (3)(1)(i).  In addition, the
Trust agrees to promptly pay over to WRSCO any fees or payment of charges it may
receive from a shareholder for services furnished to the shareholder by WRSCO.


 


Services and operations incident to the sale and
distribution of each Fund’s shares, including sales communications,
confirmations of investments (not including reinvestment of dividends) and the
clearing or collection of payments will not be for the account or at the
expense of the Trust under this Agreement.


 


5.                                    Right of Corporation to Inspect Records, etc.


 


The Trust will have the right under this Agreement
to perform on site inspection of records and accounts and to perform audits
directly pertaining to the Trust’s shareholder accounts serviced by WRSCO
hereunder at WRSCO’s or any Subagent’s facilities in accordance with reasonable
procedures and at the frequency necessary to assure proper administration of
the Agreement.  WRSCO will cooperate with
the Trust’s auditors or representatives of appropriate regulatory agencies and
furnish all reasonably requested records and data.


 


6.                                    Insurance.


 


WRSCO now has the insurance coverage described in Exhibit C,
attached hereto, and WRSCO will not take any action to eliminate or decrease
such coverage during the term of this Agreement without receiving the approval
of the Trust in advance of any change, except WRSCO, after giving reasonable
notice to the Trust, may eliminate or decrease any coverage if the premiums for
such coverage are substantially increased.


 


 


5

















 


Each Fund, at its expense, will include as part of
its insurance coverages maintained pursuant to Section 17(j) of the
Act fidelity insurance with respect to forgery or alteration of checks drawn on
its checking account referred to in Section 3(1)(e) of this Agreement
subject to such deductible for this particular coverage as it may deem appropriate.  WRSCO will maintain at is expense such
insurance coverages with respect to WRSCO’s duties under Section 3(1)(e) for
loss caused by errors or omissions as it deems appropriate.  Any loss to a Fund by reason of the
deductible on coverages maintained by it hereunder shall be paid by WRSCO.


 


7.                                    Standard of Care; Indemnification.


 


WRSCO will at all times exercise due diligence and
good faith in performing its duties hereunder. 
WRSCO will make every reasonable effort and take all reasonably
available measures to assure the adequacy of its personnel and facilities as
well as the accurate performance of all services to be performed by it
hereunder within, at a minimum, the time requirements of any applicable
statutes, rules or regulations or as set forth in the prospectus.


 


WRSCO shall not be responsible for, and the Trust
agrees to indemnify WRSCO for any losses, damages or expenses (including
reasonable counsel fees and expenses) (i) resulting from any claim,
demand, action or suit not resulting from WRSCO’s failure to exercise good
faith or due diligence and arising out of or in connection with WRSCO’s duties
on behalf of the Trust hereunder; (ii) for any delay, error or omission by
reason of circumstances beyond its control, including acts of civil or military
authority, national emergencies, labor difficulties (except with respect to
WRSCO’s employees), fire, mechanical breakdown beyond its control, flood or
catastrophe, acts of God, insurrection, war, riots, terrorist attacks or
failure beyond its control of transportation, communication or power supply; or
(iii) for any action taken or omitted to be taken by WRSCO in good faith
in reliance on (a) the authenticity of any instrument or communication
reasonably believed by it to be genuine and to have been properly made and
signed or endorsed by an appropriate person, (b) the accuracy of any
records or information provided to it by the Trust, (c) any authorization
or instruction contained in any officers’ instruction, or (d) with respect
to the functions performed for the Trust listed under Paragraph 3(1) of
this Agreement, any advice of counsel approved by the Trust who may be
internally employed counsel or outside counsel, in either case for the Trust
and/or WRSCO.


 


In order for the rights to indemnification to apply,
it is understood that if in any case the Trust may be asked to indemnify or
hold WRSCO harmless, the Trust shall be advised of all pertinent facts
concerning the situation in question, and it is further understood that WRSCO
will use reasonable care to identify and notify the Trust promptly concerning
any situation which presents or appears likely to present a claim for
indemnification against the Trust.  The
Trust shall have the option to defend WRSCO against any claim which may be the
subject of this indemnification and, in the event that the Trust so elects, it
will so notify WRSCO and thereupon the Trust shall take over complete defense
of the claim and WRSCO shall sustain no further legal or other expenses in such
situation for which WRSCO shall seek indemnification under this Paragraph.  WRSCO will in no case confess any claim or
make any compromise in any case in which the Trust will be asked to indemnify
WRSCO except with the Trust’s prior written consent.


 


8.                                    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 


 


 


6

















 


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 Trust and 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 Trustees
of the Trust, including the vote of a majority of the trustees 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
meeting called for the purpose of voting on such approval.  Such a vote is hereinafter referred to as a “disinterested
trustee vote.”


 


Any disinterested trustee vote shall include a
determination that (i) the Agreement, amendment, new agreement or
continuance in question is in the best interests of 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 Fund; (iii) 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.


 


9.                                    Termination.


 


(1)        This
Agreement may be terminated as to a Fund by WRSCO at any time without penalty
upon giving the Trust 120 days’ written notice (which notice may be waived by
the Trust) and may be terminated as to a Fund by the Trust at any time without
penalty upon giving WRSCO sixty (60) days’ written notice (which notice may be
waived by WRSCO), provided that such termination by the Trust shall be directed
or approved by the vote of a majority of the Board of Trustees of the Trust in
office at the time or by the vote of a majority of the outstanding voting
securities (as defined in or under the Act) of the Fund.


 


(2)        On
termination, WRSCO will deliver to the Trust or its designee all files,
documents and records of the affected Fund used, kept or maintained by WRSCO in
the performance of its services hereunder, including such of the Fund’s records
in machine readable form as may be maintained by WRSCO, as well as such summary
and/or control data relating thereto used by or available to WRSCO.


 


(3)        In
the event of any termination which involves the appointment of a new
shareholder servicing agent, including the Trust’s acting as such on its own
behalf, the Trust shall have the non-exclusive right to the use of the data
processing programs used by WRSCO in connection with the performance of its
duties under this Agreement without charge.


 


(4)        In
addition, on such termination or in preparation therefore, at the request of
the Trust and at the Trust’s expense WRSCO shall provide to the extent that its
capabilities then permit such documentation, personnel and equipment as may be
reasonably necessary in order for a new agent or the Trust to fully assume and
commence to perform the agency functions described in this Agreement with a
minimum disruption to each affected Fund’s activities.


 


 


7














 


10.                            Construction; Governing Law.


 


The headings used in this Agreement are for
convenience only and shall not be deemed to constitute a part hereof.  Whenever the context requires, words denoting
singular shall be read to include the plural. 
This Agreement and the rights and obligations of the parties hereunder,
shall be construed and interpreted in accordance with the laws of the State of
Kansas, except to the extent that the laws of the State of Delaware apply with
respect to share transactions.


 


11.                            Representations and Warranties of WRSCO.


 


WRSCO represents and warrants that it is a
corporation duly organized and existing and in good standing under the laws of
the State of Missouri, that it is duly qualified to carry on its business in
the State of Kansas and wherever its duties require, that it has the power and
authority under laws and by its Articles of Incorporation and Bylaws to enter
into this Shareholder Servicing Agreement and to perform the services
contemplated by this Agreement.


 


12.                            Entire Agreement.


 


This Agreement and the Exhibits annexed hereto
constitutes the entire and complete agreement between the parties hereto
relating to the subject matter hereof, supersedes and merges all prior
discussions between the parties hereto, and may not be modified or amended
orally.


 


 


[The remainder of this page intentionally
left blank]


 


 


8

















 


IN WITNESS WHEREOF, the parties have hereto caused
this Agreement to be duly executed on October 1, 2009.


 


	
   

  	
  WADDELL & REED ADVISORS

  
	
   

  	
  FUNDS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Henry J. Herrmann

  	
   

  
	
   

  	
   

  	
  Henry J. Herrmann, President

  
					



 


 


	
  ATTEST:

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Mara Herrington

  	
   

  
	
   

  	
  Mara Herrington, Secretary

  
				



 


	
   

  	
  WADDELL & REED SERVICES COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael D. Strohm

  	
   

  
	
   

  	
   

  	
  Michael D. Strohm, President

  
					



 


 


	
  ATTEST:

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Wendy J. Hills

  	
   

  
	
   

  	
  Wendy J. Hills, Secretary

  
				



 


 


9

















Exhibit 10.29


 


APPENDIX A


List of Funds


 


 


Waddell & Reed Advisors Accumulative Fund


Waddell & Reed Advisors Asset Strategy Fund


Waddell & Reed Advisors Bond Fund


Waddell & Reed Advisors Cash Management
Fund


Waddell & Reed Advisors Continental Income
Fund


Waddell & Reed Advisors Core Investment
Fund


Waddell & Reed Advisors Dividend
Opportunities Fund


Waddell & Reed Advisors Energy Fund


Waddell & Reed Advisors Global Bond Fund


Waddell & Reed Advisors Government
Securities Fund


Waddell & Reed Advisors High Income Fund


Waddell & Reed Advisors International
Growth Fund


Waddell & Reed Advisors Municipal Bond Fund


Waddell & Reed Advisors Municipal High
Income Fund


Waddell & Reed Advisors New Concepts Fund


Waddell & Reed Advisors Science and
Technology Fund


Waddell & Reed Advisors Small Cap Fund


Waddell & Reed Advisors Tax-Managed Equity
Fund


Waddell & Reed Advisors Value Fund


Waddell & Reed Advisors Vanguard Fund


 


 

















 


EXHIBIT A


 


A.        DUTIES IN SHARE TRANSFERS AND
REGISTRATION


 


1.         WRSCO
in carrying out its duties shall follow general commercial practices and the Rules of
the Stock Transfer Association, Inc. except as they may conflict or be
inconsistent with the specific provisions of the Trust Instrument and Bylaws,
prospectus, applicable Federal and state laws and regulations and this
Agreement.


 


2.         WRSCO
shall not require that the signature of the appropriate person be guaranteed,
witnessed or verified in order to affect a redemption, transfer, exchange or
change of address except as may from time to time be directed by the Trust as
set forth in an officers’ instruction. 
In the event a signature guarantee is required by the Trust, WRSCO shall
not inquire as to the genuineness of the guarantee.


 


3.         WRSCO
shall not replace a lost, stolen or misplaced share certificate without
requiring and being furnished with an open penalty surety bond protecting the
Trust and WRSCO against loss.


 


B.         The practices, procedures and
requirements specified in A above may be modified, altered, varied or
supplemented as from time to time may be mutually agreed upon by the Trust and
WRSCO and evidenced on behalf of the Trust by an officers’ instruction.  Any such change shall not be deemed to be an
amendment to the Agreement within the meaning of Paragraph 8 of the Agreement.


 


 


11

















 


EXHIBIT
B


COMPENSATION


 


Class A Shares of Energy Fund, New Concepts Fund, Small Cap Fund,
Tax-Managed Equity Fund, and Value Fund


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.


 


Class A Shares of
Accumulative Fund, International Growth Fund, Science and Technology Fund and
Vanguard Fund


An amount payable on the
first day of each month of $1.5292 for each Class A account of the Fund
which was in existence during any portion of the immediately preceding month


 


Class A Shares of
Asset Strategy Fund, Continental Income Fund, Core Investment Fund and Dividend
Opportunities Fund


An amount payable on the
first day of each month of $1.5792 for each Class A account of the Fund
which was in existence during any portion of the immediately preceding month.


 


Class A Shares of Bond Fund, Global Bond Fund, Government
Securities Fund, High Income Fund, Municipal Bond Fund and Municipal High
Income Fund


An amount payable on the
first day of each month of $1.6958 for each Class A account of the Fund
which was in existence during any portion of the immediately preceding month.


 


Class A Shares of
Cash Management


An amount payable on the
first day of each month of $1.75 for each Class A account of the Fund
which was in existence during any portion of the immediately preceding
month.  The Fund shall also pay WRSCO a
fee of $.75 for each shareholder check it processes.


 


 


Class B Shares of Energy Fund, New Concepts Fund, Small Cap Fund,
Tax-Managed Equity Fund, and Value Fund


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


 


Class B Shares of
Accumulative Fund, International Growth Fund, Science and Technology Fund and
Vanguard Fund


An amount payable on the
first day of each month of $1.5292 for each Class B account of the Fund
which was in existence during any portion of the immediately preceding month.


 


Class B Shares of
Asset Strategy Fund, Continental Income Fund, Core Investment Fund and Dividend
Opportunities Fund


An amount payable on the
first day of each month of $1.5792 for each Class B account of the Fund
which was in existence during any portion of the immediately preceding month.


 


Class B Shares of
Bond Fund, Global Bond Fund, Government Securities Fund, High Income Fund,
Municipal Bond Fund and Municipal High Income Fund


 


 


12

















 


An amount payable on the
first day of each month of $1.6958 for each Class B account of the Fund
which was in existence during any portion of the immediately preceding month.


 


Class B Shares of
Cash Management


An amount payable on the
first day of each month of $1.75 for each Class B account of the Fund
which was in existence during any portion of the immediately preceding month.


 


Class C Shares of Energy Fund, New Concepts Fund, Small Cap Fund,
Tax-Managed Equity Fund, and Value Fund


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


 


Class C Shares of
Accumulative Fund, International Growth Fund, Science and Technology Fund and
Vanguard Fund


An amount payable on the
first day of each month of $1.5292 for each Class C account of the Fund
which was in existence during any portion of the immediately preceding month


 


Class C Shares of
Asset Strategy Fund, Continental Income Fund, Core Investment Fund and Dividend
Opportunities Fund


An amount payable on the
first day of each month of $1.5792 for each Class C account of the Fund
which was in existence during any portion of the immediately preceding month.


 


Class C Shares of
Bond Fund, Global Bond Fund, Government Securities Fund, High Income Fund,
Municipal Bond Fund and Municipal High Income Fund


An amount payable on the
first day of each month of $1.6958 for each Class C account of the Fund
which was in existence during any portion of the immediately preceding month.


 


Class C Shares of
Cash Management


An amount payable on the first
day of each month of $1.75 for each Class C account of the Fund which was
in existence during any portion of the immediately preceding month.


 


Class Y Shares of Asset Strategy Fund, Accumulative Fund, Bond
Fund, Continental Income Fund, Core Investment Fund, Dividend Opportunities
Fund, Energy Fund, Global Bond Fund, Government Securities Fund, International
Growth Fund, High Income Fund,  New
Concepts Fund,  Science and Technology
Fund, Small Cap Fund, Vanguard Fund and Value Fund


An amount payable on the
first day of each month equal to 1/12 of .15 of 1% of the average daily net Class Y
assets of the Fund for the preceding month.


 


 


Volume Discount


 


The
above-referenced per account fees for Class A, Class B and Class C
shall be reduced if the total number of accounts for which WRSCO provides
shareholder services reaches the following levels:


 


 


     A
reduction of 5% of the per account fee for the number of accounts in excess of 2.5
million but less than 3.0 million; and


 


 


13

















 


    A
reduction of 10% of the per account fee for the number of accounts in excess of
3.0 million.


 


When
considering the total number of accounts for the purpose of the reductions
listed above, Class A, Class B, Class C, Class E and Advisors
Class accounts in each of the Ivy Funds, Ivy Funds, Inc. and Waddell &Reed
Advisors Funds are included; however, accounts in Class I, Class R
and Class Y of each such fund and Waddell & Reed InvestEd
accounts are excluded.


 


Networking Fees


The
above-referenced per account fees shall be reduced for certain networked
accounts to $6.00 per account on an annualized basis computed and payable on
the first day of each month for each account which was in existence during any
portion of the immediately preceding month with the affected Fund’s bearing the
remainder of the costs charged by the financial services companies.  If the aggregate annual rate of the WRSCO
transfer agent fee and the costs charged by the financial services companies
exceed $18.00 per account for a Fund, the amount in excess of $18.00 will be
reimbursed to the Fund by WRSCO.


 


Omnibus and/or Recordkeeping Fees


The
Funds shall bear the costs charged by unaffiliated third parties for providing
recordkeeping and other administrative services with respect to accounts of
participants in retirement plans or other beneficial owners of Fund shares
whose interests are generally held in an omnibus account.  If the annual rate of the third-party per
account charges for a Fund exceeds $18.00 or the annual fee is based on average
net assets exceed 0.30 of 1% of the average daily net assets of a Fund, the
amount in excess of these caps will be reimbursed to the Fund by WRSCO.


 


Originally Approved on January 30,
2009


 


As Amended, Effective and
Approved on October 1, 2009


 


 


14

















 


EXHIBIT
C


 


	
   

  	
   

  	
  Bond or

  	
   

  
	
  Name of Bond

  	
   

  	
  Policy No.

  	
  Insurer

  
	
  ------------

  	
   

  	
  ---------

  	
  -------

  
	
  Investment Company

  	
   

  	
  87015109B

  	
  ICI

  
	
  Blanket Bond Form

  	
   

  	
   

  	
  Mutual

  
	
   

  	
   

  	
   

  	
  Insurance

  
	
   

  	
   

  	
   

  	
  Company

  
	
  Fidelity

  	
  $30,300,000

  	
   

  	
   

  
	
  Audit Expense

  	
  50,000

  	
   

  	
   

  
	
  On Premises

  	
  30,300,000

  	
   

  	
   

  
	
  In Transit

  	
  30,300,000

  	
   

  	
   

  
	
  Forgery or Alteration

  	
  30,300,000

  	
   

  	
   

  
	
  Securities

  	
  30,300,000

  	
   

  	
   

  
	
  Counterfeit Currency

  	
  30,300,000

  	
   

  	
   

  
	
  Uncollectible Items of

  	
   

  	
   

  	
   

  
	
  Deposit

  	
  25,000

  	
   

  	
   

  
	
  Phone-Initiated Transactions

  	
  30,300,000

  	
   

  	
   

  
	
  Computer Security

  	
  30,300,000

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Directors and Officers/

  	
   

  	
  87015109D

  	
  ICI

  
	
  Errors and Omissions Liability

  	
   

  	
   

  	
  Mutual

  
	
  Insurance Form

  	
   

  	
   

  	
  Insurance

  
	
  Total Limit

  	
  $30,000,000

  	
   

  	
  Company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Blanket Undertaking Lost Instrument

  	
   

  	
  42SUN339806

  	
  Hartford

  
	
  Waiver of Probate

  	
   

  	
   

  	
  Casualty

  
	
   

  	
   

  	
   

  	
  Insurance

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Effective May 31, 2009

  	
   

  	
   

  	
   

  



 


 


15