Exhibit 10.39


 


DISTRIBUTION AND SERVICE PLAN


FOR CLASS A SHARES


 


Effective January 30, 2009


 


 


This
Plan is adopted by Waddell & Reed Advisors Funds (the “Trust”), on
behalf of each series of the Trust other than Cash Management (each a “Fund”)
pursuant to Rule 12b-1 under the Investment Trust Act of 1940, as amended
(the “Act”) to provide for payment by the Trust of certain expenses in
connection with the distribution of the Trust’s Class A shares, provision
of personal services to the Trust’s Class A shareholders and/or
maintenance of its Class A shareholder accounts.  Payments under the Plan are to be made to
Waddell & Reed, Inc. (“W&R”) which serves as the principal
underwriter for the Trust under the terms of the Underwriting Agreement
pursuant to which W&R offers and sells the Class A shares of each
Fund.


 


Distribution Fee and Service Fee


With
respect to each Fund, the Trust is authorized to pay to W&R an amount not
to exceed on an annual basis .25 of 1% of the Fund’s average net assets of the
Fund’s Class A shares as either (1) a “distribution fee” to finance
the distribution of the Fund’s Class A shares, or (2) a “service fee”
to finance shareholder servicing by W&R, its affiliated companies,
broker-dealers who may sell the Fund’s Class A shares and other
third-parties  to encourage and foster the
maintenance of the Fund’s Class A shareholder accounts, or as a
combination of the two fees.  The amounts
shall be payable to W&R daily or at such other intervals as the board of
trustees may determine.


 


FINRA Definition


For
purposes of this Plan, the “distribution fee” may be considered as a sales
charge that is deducted from the net assets of the Class A shares of each
Fund and does not include the service fee. 
The “service fee” shall be considered a payment made by the Trust for
personal service and/or maintenance of the Fund’s Class A shareholder
accounts, as such is now defined by the Financial Industry Regulatory Authority
(“FINRA”), provided, however, if FINRA adopts a definition of “service fee” for
purposes of Rule 2830 of the FINRA Conduct Rules that differs from
the definition of “service fee” as presently used, or if FINRA adopts a related
definition intended to define the same concept, the definition of “service fee”
as used herein shall be automatically amended to conform to the FINRA
definition.


 


 

















 


Quarterly Reports


W&R
shall provide to the board of trustees of the Trust and the board of trustees
shall review at least quarterly a written report of the amounts so expended of
the distribution fee and/or service fee paid or payable to it under this Plan
and the purposes for which such expenditures were made.


 


Approval of Plan


This
Plan shall become effective as to the Fund when it has been approved by a vote
of at least a majority of the outstanding Class A voting securities of
that Fund (as defined in the Act) and by a vote of the board of trustees of the
Trust and of the trustees who are not interested persons of the Trust and have
no direct or indirect financial interest in the operation of the Plan or any
agreement related to this Plan (other than as trustees or shareholders of the
Trust) (“independent trustees”) cast in person at a meeting called for the
purposes of voting on such Plan.


 


Continuance


This
Plan shall continue in effect for a period of one (1) year and thereafter
from year to year only so long as such continuance is approved by the trustees,
including the independent trustees, as specified hereinabove for the adoption
of the Plan by the trustees and independent trustees.


 


Trustee Continuation


In
considering whether to adopt, continue or implement this Plan, the trustees
shall have a duty to request and evaluate, and W&R shall have a duty to
furnish, such information as may be reasonably necessary to make an informed
determination of whether this Plan should be adopted, implemented or continued.


 


Termination


This
Plan may be terminated as to a Fund at any time by a vote of a majority of the
independent trustees of the Trust or by a vote of the majority of the
outstanding Class A voting securities of that Fund without penalty.  On termination as to a Fund, the payment of
all distribution fees and service fees shall cease, and the Trust shall have no
obligation to W&R to reimburse it for any cost or expenditure it has made
or may make to distribute the Fund’s Class A shares or service the Fund’s Class A
shareholder accounts.


 


 

















 


Amendments


This
Plan may not be amended to increase materially the amount to be spent for
distribution of the Fund’s Class A shares, personal service and/or
maintenance of shareholder accounts without approval of the Class A
shareholders of that Fund, and all material amendments of this Plan must be
approved in the manner prescribed for the adoption of the Plan as provided
hereinabove.


 


Trustees


While
this Plan is in effect, the selection and nomination of the trustees who are
not interested persons of the Trust shall be committed to the discretion of the
trustees who are not interested persons of the Trust.


 


Records


Copies
of this Plan, the Underwriting Agreement and reports made pursuant to this Plan
shall be preserved as provided in Rule 12b-1(f) under the Act.