0001047469-10-001438 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • February 26th, 2010 • Waddell & Reed Financial Inc • Security brokers, dealers & flotation companies • Kansas

THIS AGREEMENT, effective as of January 30, 2009, is entered into by and between Waddell & Reed Advisors Funds (hereinafter the “Trust”), a Delaware statutory trust, and Waddell & Reed, Inc. (hereinafter “W&R”), a Delaware corporation.

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SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • February 26th, 2010 • Waddell & Reed Financial Inc • Security brokers, dealers & flotation companies • Kansas

THIS AGREEMENT, as amended and restated April 1, 1996, between W&R FUNDS, INC., (the “Company”), and Waddell & Reed Services Company (the “Agent”), and further amended August 22, 2001,

ACCOUNTING AND ADMINISTRATIVE SERVICES AGREEMENT
Accounting and Administrative Services Agreement • February 26th, 2010 • Waddell & Reed Financial Inc • Security brokers, dealers & flotation companies

AGREEMENT is made as of the 29th day of November, 2006, by and between Ivy Funds (the “Trust”), a Massachusetts Business Trust, and Waddell & Reed Services Company (“WRSCO”), a Missouri corporation,

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 26th, 2010 • Waddell & Reed Financial Inc • Security brokers, dealers & flotation companies

THIS AGREEMENT, effective as of January 30, 2009, 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”).

ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • February 26th, 2010 • Waddell & Reed Financial Inc • Security brokers, dealers & flotation companies

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”).

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 26th, 2010 • Waddell & Reed Financial Inc • Security brokers, dealers & flotation companies

THIS AGREEMENT, dated as of April 10, 2009, is entered into by and between Ivy Funds Variable Insurance Portfolios (the “Trust”) and Waddell & Reed Investment Management Company (“WRIMCO”), with respect to each series of the Trust listed in Appendix A (each, a “Fund”).

ACCOUNTING AND ADMINISTRATIVE SERVICES AGREEMENT
Accounting and Administrative Services Agreement • February 26th, 2010 • Waddell & Reed Financial Inc • Security brokers, dealers & flotation companies

AGREEMENT is made as of the 25th day of August, 2004, by and between Ivy Funds, Inc. (the “Company”), a Maryland Corporation, and Waddell & Reed Services Company (“WRSCO”), a Missouri corporation,

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 26th, 2010 • Waddell & Reed Financial Inc • Security brokers, dealers & flotation companies

THIS AGREEMENT, dated as of April 10, 2009, is entered into by and between Ivy Funds Variable Insurance Portfolios (the “Trust”) and Waddell & Reed Investment Management Company (“WRIMCO”), with respect to each series of the Trust listed in Appendix A (each, a “Fund”).

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 26th, 2010 • Waddell & Reed Financial Inc • Security brokers, dealers & flotation companies

THIS AGREEMENT, originally made the 23rd day of July, 2003, by and between IVY FUNDS (hereinafter called “Trust”), and IVY INVESTMENT MANAGEMENT COMPANY (hereinafter called “IICO”), f.k.a. Waddell & Reed Ivy Investment Company, with respect to the series of the Trust listed in Appendix A (collectively hereinafter called “Funds”), and hereby amended and restated and effective November 16, 2005.

SECOND AMENDMENT TO THE CHANGE IN CONTROL EMPLOYMENT AGREEMENT
Employment Agreement • February 26th, 2010 • Waddell & Reed Financial Inc • Security brokers, dealers & flotation companies

This Second Amendment to the Change in Control Employment Agreement (“Second Amendment”) is made and entered into this 17th day of December, 2009 by and between Waddell & Reed Financial, Inc., a Delaware corporation (the “Company”), and Henry J. Herrmann (“Executive”).

DISTRIBUTION AGREEMENT
Distribution Agreement • February 26th, 2010 • Waddell & Reed Financial Inc • Security brokers, dealers & flotation companies • Kansas

THIS AGREEMENT, made this 3rd day of September, 2003, by and between Ivy Funds (hereinafter the company”), a Massachusetts business trust, and Ivy Funds Distributor, Inc. (hereinafter “IFDI”), a Florida corporation;

UNDERWRITING AGREEMENT
Underwriting Agreement • February 26th, 2010 • Waddell & Reed Financial Inc • Security brokers, dealers & flotation companies • Kansas

THIS AGREEMENT, dated as of April 15, 2009, is entered into by and between Ivy Funds Variable Insurance Portfolios (hereinafter the “Trust”), a Delaware statutory trust, and Waddell & Reed, Inc. (hereinafter “W&R”), a Delaware corporation.

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 26th, 2010 • Waddell & Reed Financial Inc • Security brokers, dealers & flotation companies

THIS AGREEMENT, originally made the 31st day of August, 1992, by and between IVY FUNDS, INC., f.k.a. Waddell & Reed Funds, Inc. (hereinafter called “Corporation”), and Waddell & Reed Investment Management Company, and assigned by Waddell & Reed Investment Management Company on June 30, 2003 to Ivy Investment Management Company (hereinafter called IICO), f.k.a. Waddell & Reed Ivy Investment Company, and hereby amended and restated and effective November 15, 2005.

MASTER BUSINESS MANAGEMENT AND INVESTMENT ADVISORY AGREEMENT
Agreement • February 26th, 2010 • Waddell & Reed Financial Inc • Security brokers, dealers & flotation companies • Florida

WHEREAS, the Fund is an open-end investment company organized as a Massachusetts business trust and consists of one or more separate investment portfolios (the “Portfolios”) as may be established and designated from time to time;

ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • February 26th, 2010 • Waddell & Reed Financial Inc • Security brokers, dealers & flotation companies

THIS AGREEMENT, effective April 30, 2009, is entered into by and between Ivy Funds Variable Insurance Portfolios (“Trust”), a Delaware statutory Trust, and Waddell & Reed Services Company, a Missouri corporation (“WRSCO”).

SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • February 26th, 2010 • Waddell & Reed Financial Inc • Security brokers, dealers & flotation companies • Kansas

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”).

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 26th, 2010 • Waddell & Reed Financial Inc • Security brokers, dealers & flotation companies

THIS AGREEMENT, originally made the 9th day of April, 2003, by and between IVY FUNDS (hereinafter called the “Trust”), on behalf of Ivy Dividend Income Fund, a series of the Trust, and Ivy Investment Management Company (hereinafter called “IICO”), f.k.a. Waddell & Reed Ivy Investment Company, as amended and restated effective November 16, 2005, and amended to include each series of the Trust listed in Appendix A (collectively hereinafter called “Funds”),

SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • February 26th, 2010 • Waddell & Reed Financial Inc • Security brokers, dealers & flotation companies • Kansas

WHEREAS, The Trust wishes, as applicable, to appoint WRSCO to be its shareholder servicing agent for the Funds listed in Appendix A (the “Funds”) upon, and subject to, the terms and provisions of this Agreement;

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