ACCOUNTING SERVICES AGREEMENT

Exhibit 10.12

ACCOUNTING SERVICES AGREEMENT

                THIS AGREEMENT, originally made as of the 9th day of March, 1995, by and between United Asset Strategy Fund, Inc. and Waddell & Reed Services Company, is hereby amended and restated and effective July 1, 2003, by and between Waddell & Reed Advisors Asset Strategy Fund, Inc. (f/k/a United Asset Strategy Fund, Inc.) (the “Fund”), a Maryland corporation, and Waddell & Reed Services Company (“WRSCO”), a Missouri corporation,

WITNESSETH:

                WHEREAS, the Fund wishes to appoint WRSCO to be its Accounting Services Agent 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 Fund; Acceptance.

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

                                (2)  WRSCO hereby accepts the appointment as Accounting Services Agent for the Fund 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 Fund.

                                (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 Fund:

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

b)              price daily the value of shares of the Fund;

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

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

e)               preparing the financial information for the Fund’s prospectuses, statements of additional information and periodic reports to shareholders, provided that the Fund shall pay all charges for services and expenses of the Fund’s independent accountants;

f)                 preparing the semi-annual report on Forms N-SAR and annual report on Form N-CSR or on such other substitute form as the Securities and Exchange Commission (the “SEC”) from time to time may prescribe under Section 30(b) of the Investment Company Act of 1940, as amended (the “1940 Act”);

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

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

i)                  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 Fund’s financial and portfolio transactions as may be required by rules and regulations of the Securities and Exchange Commission adopted under Section 31(a) of the 1940 Act.

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

                                (4)  In pricing daily the value of shares of the Fund, WRSCO may make arrangements to and obtain the value of portfolio securities from pricing services or quotation services that are compensated by the Fund 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 of, or information from which copies of, the records necessary to the preparation of the Fund’s financial statements and valuations of its assets may be reconstructed.  Such duplicate copies or information shall be maintained 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

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fire, vandalism, riot, natural disaster or otherwise, WRSCO will use its best efforts to restore all services hereunder to the Fund and will not seek from the Fund 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.

                                The 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: