Exhibit 10.15


 


 


ACCOUNTING SERVICES AGREEMENT


 


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”).


 


WITNESSETH:


 


WHEREAS, the Trust wishes to appoint WRSCO to be its Accounting
Services Agent and to perform certain administrative services 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:


 


A.                                 Appointment
of WRSCO as Accounting Services Agent for the Trust; Acceptance.


 


(1) The Trust hereby appoints WRSCO to act as Accounting Services
Agent for the Funds upon and subject to the terms and provisions of this
Agreement.


 


(2)  WRSCO hereby accepts the appointment as Accounting Services
Agent for the Funds and agrees to act as such, upon and subject to the terms
and provisions of this Agreement.


 


B.                                  Duties
of WRSCO.


 


WRSCO shall perform such duties as set forth in this Paragraph B as
agent for and on behalf of the Trust.


 


(1)  WRSCO shall at its expense provide bookkeeping and accounting
services and assistance, including, in particular, the following administrative
services as are required by the Funds:


 


a)            maintaining
the registration or qualification of the Funds and their shares under state “Blue
Sky” or securities laws and regulations, provided that the Funds shall pay all
related filing fees and registration or qualification fees;


b)           record
each current day’s trading activity and such other proper bookkeeping entries
as are necessary for determining that day’s net asset values for the Funds,
including pricing daily the value of shares of each Fund;


c)            assisting
the Funds and third-party solicitors (if any) in connection with soliciting and
gathering shareholder proxies;


d)           preparing
the Funds’ U.S. Federal, state and local income tax returns, provided that the
Funds shall pay all charges for services and expenses of the Funds’ independent
accountants in reviewing such returns;


 


 

















 


e)            preparing
the financial information for the Funds’ prospectuses, statements of additional
information and periodic reports to shareholders, provided that the Funds shall
pay all charges for services and expenses of the Funds’ independent registered
public accounting firm;


f)               preparing
each Fund’s Form N-SAR, Form N-CSR, Form N-PX and Form N-Q,
or such other forms as the Securities and Exchange Commission (the “SEC”) from
time to time may prescribe under the Investment Company Act of 1940, as amended
(the “1940 Act”);


g)            in
coordination with the Funds’ legal counsel preparing and filing with the SEC
the Funds’ registration statement (including prospectuses and statements of
additional information), and any amendments or supplements that may be made
from time to time, and preparing and filing with the SEC notices and proxy
materials for meetings of shareholders, provided that the Funds shall pay all
charges for services and expenses of the Funds’ outside legal counsel;


h)            assisting
in the printing of the Funds’ prospectuses, periodic reports to shareholders
and proxy materials;


i)                rendering
statements or copies of records for the Funds from time to time as requested by
the Trust (see Appendix B);


j)               facilitating
audits of accounts by the Trust’s independent registered public accounting firm
or by any other auditors employed or engaged by the Trust or by any regulatory
body with jurisdiction over the Trust;


k)           computing
each Fund’s net asset value per share and, as applicable, its public offering
price, total returns and yields, and notifying the Trust and such other persons
as the Trust may reasonably request of the net asset value per share, the
public offering price and/or the total return yield; and


l)                providing
executive, clerical and secretarial personnel competent to carry out the above
responsibilities.


 


(2)  WRSCO shall maintain and keep current the accounts, books,
records, and other documents relating to the Funds’ financial and portfolio
transactions as may be required by rules and regulations of the SEC
adopted under Section 31(a) of the 1940 Act.


 


(3)  WRSCO shall cause the subject records of the Funds to be
maintained and preserved pursuant to the requirements under the 1940 Act.


 


(4)  In pricing daily the value of shares of the Funds, WRSCO may
make arrangements with, and obtain the value of portfolio securities from,
pricing services or quotation services that are compensated by the Funds
directly or indirectly through the placement of portfolio transactions with
broker-dealers who provide such valuation or quotation services to WRSCO.


 


(5)  WRSCO shall maintain duplicate copies, or information from
which copies may be reconstructed, of the records necessary to the preparation
of the Funds’ financial statements and valuations of its assets.  Such duplicate copies or information shall be
maintained


 


 


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at a location other than where WRSCO performs its normal duties
hereunder so that in the event the records established and maintained pursuant
to the foregoing provisions of this Section B are damaged or destroyed,
WRSCO shall be able to provide the bookkeeping and accounting services and
assistance specified in this Section B.


 


(6)  In the event any of WRSCO’s facilities or equipment necessary
for the performance of its duties hereunder is damaged, destroyed or rendered
inoperable by reason of fire, vandalism, riot, natural disaster or otherwise,
WRSCO will use its best efforts to restore all services hereunder to the Funds
and will not seek from the Funds additional compensation to repair or replace
damaged or destroyed facilities or equipment. 
WRSCO shall also make and maintain arrangements for emergency use of
alternative facilities for use in the event of the aforesaid destruction of or
damage to its facilities.


 


C.                                 Compensation
of WRSCO.


 


Each Fund agrees to pay to WRSCO for its services under this Agreement,
an amount payable on the first day of the month as shown on the following table
pertinent to the average daily net assets of the Fund during the prior month:


 


	
  Fund’s
  Average Daily Net Assets for the Month

  	
   

  	
  Monthly Fee

  
	
   

  	
   

  	
   

  
	
  $    0 - $  10 million

  	
   

  	
  $

  	
  0

  	
   

  
	
  $  10 - $  25 million

  	
   

  	
  $

  	
  958

  	
   

  
	
  $  25 - $  50 million

  	
   

  	
  $

  	
  1,925

  	
   

  
	
  $  50 - $100 million

  	
   

  	
  $

  	
  2,958

  	
   

  
	
  $100 - $200 million

  	
   

  	
  $

  	
  4,033

  	
   

  
	
  $200
  - $350 million

  	
   

  	
  $

  	
  5,267

  	
   

  
	
  $350
  - $550 million

  	
   

  	
  $

  	
  6,875

  	
   

  
	
  $550
  - $750 million

  	
   

  	
  $

  	
  8,025

  	
   

  
	
  $750
  - $  1.0 billion

  	
   

  	
  $

  	
  10,133

  	
   

  
	
  $1.0
  billion and over

  	
   

  	
  $

  	
  12,375

  	
   

  



 


In addition, for each class of shares in excess of one, each Fund pays
WRSCO a monthly per-class fee equal to 2.5% of the monthly base fee.


 


Each Fund also pays monthly a fee paid at the annual rate of .01% or
one basis point for the first $1 billion of net assets with no fee charged for
net assets in excess of $1 billion.  This
fee may be voluntarily waived until Fund assets are at least $10 million.


 


D.                                 Right of the Trust to
Inspect and Ownership of Records.


 


The Trust will have the right under this Agreement to perform on-site
inspection of records and accounts, and audits directly pertaining to the Funds’
accounting and portfolio records maintained by WRSCO hereunder at WRSCO’s
facilities.  WRSCO will cooperate with
the Trust’s independent registered public accounting firm or representatives of
appropriate


 


 


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regulatory agencies and furnish all reasonably requested records and
data.  WRSCO acknowledges that these
records are the property of the Trust, and that it will surrender to the Trust
all such records promptly on request.


 


E.                                   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, facilities and equipment 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 and in conformity with the Trust’s
Trust Instrument, By-laws and representations made in the Trust’s current
registration statement as filed with the SEC.


 


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 Funds 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 catastrophe, acts of God, insurrection, war, riots 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
the accuracy of any information provided to it by the Trust or its Trustees or
in reliance on any advice of counsel who may be internally employed counsel or
outside counsel for the Trust or advice of any independent accountant or expert
employed by the Trust with respect to the preparation and filing of any
document with a governmental agency or authority.


 


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.


 


F.                                   Term
of the Agreement; Taking Effect; Amendments.


 


 


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This Agreement shall become effective as to each Fund on the date
hereof and shall continue, unless terminated as hereinafter provided, for a
period of one (1) year and 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 covering the same topics between the Trust and
WRSCO may be entered into only as to a 
Fund 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 1940 Act, of either party to
this Agreement, the agreement to be continued, amendment or new agreement, 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’s vote shall, in favor of continuance,
amendment or execution of a new agreement, 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.


 


Nothing herein contained shall prevent any disinterested trustee vote
from being conditioned on the favorable vote of the holders of a majority of
the outstanding voting securities (as defined in or under the 1940 Act) of a
Fund.


 


G.                                 Termination.


 


(1)  This Agreement may be terminated as to a Fund by WRSCO at any
time without penalty upon giving the Trust at least one hundred twenty (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 at least 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 the majority of the outstanding voting
securities (as defined in or under the 1940 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.


 


 


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(3)  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.


 


(4)  This Agreement shall automatically terminate in the event of
its assignment, the term “assignment” for this purpose having the meaning
defined in Section 2(a)(4) of the 1940 Act and the rules and
regulations thereunder of the SEC.


 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the date and year first above written.


 


 


	
   

  	
  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

  	
   

  
				



 


 


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APPENDIX A


 


 


List of Funds


 


 


Waddell & Reed Advisors Asset Strategy Fund


Waddell & Reed Advisors Cash Management Fund


Waddell & Reed Advisors Continental Income Fund


Waddell & Reed Advisors Government Securities Fund


Waddell & Reed Advisors Accumulative Fund


Waddell & Reed Advisors Bond Fund


Waddell & Reed Advisors Core Investment Fund


Waddell & Reed Advisors Science and Technology Fund


Waddell & Reed Advisors Global Bond 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 Dividend Opportunities Fund


Waddell & Reed Advisors Energy Fund


Waddell & Reed Advisors Value Fund


Waddell & Reed Advisors Small Cap Fund


Waddell & Reed Advisors Tax-Managed Equity Fund


Waddell & Reed Advisors Vanguard Fund


 


 


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APPENDIX B


 


Standard Reports and Availability


 


The following reports will be provided to the Trust on a regular basis
with availability as indicated:


 


A.                                 Daily


 


1.                                    Printed
Trial Balance


2.                                    Net
Asset Value Worksheet


3.                                    Cash
Forecast


4.                                    Yield
Computation, if applicable


 


B.                                  Weekly
- Tax Lot Ledgers


 


C.                                 Monthly


 


1.                                    Tax
Lot Ledgers as of month-end


2.                                    Working
Appraisal as on month-end


3.                                    Purchase
and Sale Journal for the month


4.                                    Summary
of Gains and Losses on Securities for the month


5.                                    Dividend
Ledger for the month (Receivable as of month-end and earned)


6.                                    Interest
Income Analysis for the month (receivable as of month-end and earned)


7.                                    Trial
Balance as of month-end


8.                                    Net
Asset Value Worksheet as of month-end


9.                                    Open
Trades (payable and receivable for unsettled securities transactions)


 


D.                                 Annually


 


1.                                    Purchase
and Sale Journal for the year


2.                                    Summary
of Gains and Losses on Securities for the year


3.                                    Broker
Allocation Report for the year


 


 


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