0001558370-18-001016 Sample Contracts

WADDELL & REED FINANCIAL, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 23rd, 2018 • Waddell & Reed Financial Inc • Security brokers, dealers & flotation companies • Kansas

WADDELL & REED FINANCIAL, INC., a corporation organized and existing under the laws of the state of Delaware (or any successor corporation) (the "Company"), does hereby grant and give unto «Name» (the "Awardee"), an award of restricted shares of Company Class A common stock (the "Restricted Stock") upon the terms and conditions hereinafter set forth (the "Award").

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First Amendment to the Amended and Restated Investment Management Agreement
Investment Management Agreement • February 23rd, 2018 • Waddell & Reed Financial Inc • Security brokers, dealers & flotation companies

This first Amendment (“Amendment”) is made and effective as of June 3, 2017 to the Amended and Restated Investment Management Agreement dated 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”).

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 23rd, 2018 • Waddell & Reed Financial Inc • Security brokers, dealers & flotation companies

This Amended and Restated Investment Management Agreement (the “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”). 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.

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