WADDELL & REED, INC. TRANSPORTATION AND PARKING BENEFIT PROGRAM

WADDELL & REED, INC. TRANSPORTATION AND PARKING BENEFIT PROGRAM Restated Effective January 1, 2017 1210715v2 1

Table of Contents GENERAL INFORMATION... 3 DEFINITIONS... 4 ELIGIBILITY AND PARTICIPATION... 7 CONTRIBUTIONS AND FUNDING... 9 PROGRAM BENEFITS... 10 CLAIMS AND APPEALS... 14 PROGRAM ADMINISTRATION... 16 GENERAL PROVISIONS... 18 2

GENERAL INFORMATION ESTABLISHMENT OF THE PLAN Effective January 1, 2014, Waddell & Reed, Inc. (the Company and "Employer") established the Waddell & Reed, Inc. Welfare Benefits Plan (the Plan ), which combined and incorporated all of the Company s ERISA welfare benefit component programs in a single document. This document describes the benefits provided to you under the Plan s Transportation and Parking Benefit Program ("Program"), a component program under the Plan, effective as of January 1, 2017. The Program is not considered an employee benefit plan under ERISA. This document serves as the component program document for the Program. PURPOSE OF THE PROGRAM This Program allows an Employee to participate in the following Benefits: Commuter Highway Vehicle Benefits; Transit Pass Benefits; and/or Qualified Parking Benefits. PLAN SPONSOR The Plan Sponsor is Waddell & Reed, Inc. The Plan Sponsor and has the authority to control and manage the operation and administration of the Plan, to establish benefits under the Plan, to amend the Plan, to determine its policies, to appoint and remove the Claim Supervisor, and to exercise general administrative authority over the Claim Supervisor. 3

DEFINITIONS Capitalized terms used in the Program have the following meanings: Benefit or Benefits means a qualified transportation benefit under Code 132 that is offered under this Program. Program means the Waddell & Reed, Inc. Transportation and Parking Benefit Program as set forth herein and as amended from time to time. Code means the Internal Revenue Code of 1986, as amended. Commuter Highway Vehicle means any highway vehicle: that has a seating capacity of at least six (6) adults (excluding the driver); and of which at least eighty percent (80%) of the mileage for a year is reasonably expected to be used: o for purposes of transporting Employees in connection with travel between their residences and their places of Employment; o and on trips during which the number of Employees transported for such purposes is at least onehalf (1/2) of the adult seating capacity of such vehicle (excluding the driver). Commuter Highway Vehicles may be operated by an Employer, by Employees operated independently of the Employer, by public transit authorities, or by any person in the business of transporting persons for compensation or hire. A Commuter Highway Vehicle is operated by or for the Employer if the Employer purchases or leases such Commuter Highway Vehicles to enable Employees to commute together or the Employer contracts with and pays a third party to provide the Vehicles and some or all of the costs of operating the Vehicles. Commuter Highway Vehicle Benefits means benefits in the form of reimbursements for Commuter Highway Vehicle Expenses. Commuter Highway Vehicle Expenses means expenses incurred or paid for transportation in a Commuter Highway Vehicle if such transportation is provided to an Employee in connection with travel between the Employee's residence and place of Employment. Compensation means the wages or salary paid to an Employee by the Employer, determined prior to: any Salary Reduction election under this Program; any Salary Reduction election under any other cafeteria plan; any compensation reduction under any Code 132(f)(4) plan; and any salary deferral elections under any Code 401(k), 408(k) or 457(b) Plan or arrangement. Contribution means the amount contributed to pay for the cost of Benefits. Effective Date of this Program shall be January 1, 2017. Employee means any person who is a regular full-time or regular part time employee of the Employer as determined from the Employer s books and records on a basis precluding individual selection. Employees shall generally include persons who are primarily paid on a Form W-2 basis.. The following classes of employees cannot participate in the Program: Leased employees (as defined by 414(n) of the Code); Contract workers and independent contractors; Temporary employees, whether or not such persons are on the Employer s W-2 payroll; Individuals paid by a temporary or other employment or staffing agency; Self-employed individuals; and Any more than 2% shareholders of S corporations. 4

Employer means Waddell & Reed, Inc. and any affiliate designated as a participating employer. Participant means a person who is an Employee and who is participating in this Program, and whose Participant status has not yet ceased, in accordance with the provisions of the Eligibility and Participation Section. Period of Coverage means the consecutive months during which the Employee participates in the Program by contributing through a salary reduction. Plan Administrator means Waddell & Reed, Inc. Qualified Parking Benefits means benefits in the form of reimbursements for Qualified Parking Expenses. Qualified Parking Expenses means expenses incurred or paid for parking provided to an Employee by an Employer either: on or near the Employer's business premises (including parking on or near the Employee's regular place of Employment); or at a location from which the Employee commutes to his or her regular place of Employment, including commuting by any of the following: o carpool (that is, an arrangement under which two or more individuals commute together in a motor vehicle on a regular basis); o Commuter Highway Vehicle; o mass transit facilities; or o transportation provided by any person in the business of transporting persons for compensation or hire, if such transportation is provided in a Commuter Highway Vehicle. An Employer provides parking if: the parking is on property that the Employer owns or leases; the Employer pays for the parking; or the Employer reimburses the Employee for parking expenses. Notwithstanding the above, Qualified Parking Expenses do not include any of the following: parking on or near property used by the Employee for residential purposes; the value of parking provided to an Employee that is excludable from his or her gross income as a working condition fringe under Code 132(a)(3); and reimbursements paid to the Employee for parking costs that are excludable from his or her gross income as an amount paid under an accountable plan under Treas. Reg. 1.62-2. Salary Reduction means the amount by which the Participant s Compensation is reduced and applied by the Employer under this Program to pay on a pre-tax basis for one or more of the Benefits elected by the Participant. Salary Reduction Agreement means the agreement, form(s) or Internet web site, which Employees use to elect one or more Benefits. The agreement and/or forms spell out the procedures used for allowing an Employee to participate in this Program and will allow the Employee to elect Salary Reductions to pay for any Benefits offered under this Program. Transit Pass Benefits means benefits in the form of reimbursements for Transit Pass Expenses. Transit Pass Expenses means expenses incurred or paid for any pass, token, farecard, voucher, or similar item (including an item exchanged for fare media) that entitles a person to transportation (or transportation at a reduced price) if such transportation is; on any mass transit facilities (such as train, bus, subway, or ferry), whether or not publicly owned; or 5

provided by any person in the business of transporting persons for compensation or hire if such transportation is provided in a highway vehicle with a seating capacity of at least six adults (excluding the driver). Transportation Account means the account established by the Plan Administrator for the purposes of keeping track of contributions, reimbursement of Transportation Expenses and determining forfeitures under the Program. Transportation Expenses means those qualified expenses incurred or paid by the Employee to purchase or pay for Transit Pass Expenses, Commuter Vehicle Expenses and/or Qualified Parking Expenses incurred or paid for purposes of transportation between an Employee's residence and regular place of Employment. Voucher means an instrument that may be purchased by Employers from a Voucher Provider that is accepted by one or more mass transit operators in any areas as fare media or in exchange for fare media. A Voucher specifically includes a smartcard (a card containing a memory chip that stores certain information that uniquely identifies the card and the value stored on the card, and that can only be used as fare media or to purchase fare media on a particular transit system) or a terminal-restricted debit card (debit cards that are restricted for use only at merchant terminals at points of sale at which only fare media for a particular transit system can be purchased) as defined in IRS Revenue Ruling 2014-32. Voucher Provider means any person in the trade or business of selling transit system Vouchers to Employers, or any transit system or transit operator that sells Vouchers to Employers for the purpose of direct distribution to Employees. A Voucher Provider does not include a third-party administrator that administers a transit pass benefits program for an Employer using Vouchers that the Employer could obtain directly. 6

ELIGIBILITY AND PARTICIPATION ELIGIBILITY TO PARTICIPATE An Employee who is not a Participant in the Program shall become a Participant on the first day of the first calendar month commencing on or after the date he or she becomes an Employee, provided the Employee is still an Employee on that first day. If the individual is not an Employee on that first day, the individual shall become a Participant when he or she first is an Employee on the first day of a later calendar month. PARTICIPATION To participate in the Program, an Employee must complete, sign and return to the Plan Administrator a Salary Reduction Agreement as designated by the Plan Administrator. An Employee may submit a Salary Reduction Agreement at any time. The date an Employee s Period of Coverage begins depends on the date the Salary Reduction Agreement is received by the Plan Administrator, as follows: If the Salary Reduction Agreement is received on or before the 15 th of the month, the Employee s Period of Coverage will begin on the 1 st of the month following receipt of the agreement. (Example: Agreement is received on March 15 th, the Employee s Period of Coverage will begin April 1 st.) If the Salary Reduction Agreement is received after the 15 th of the month, the Employee s Period of Coverage will begin on the 1 st of the second month following receipt of the agreement. (Example: Agreement is received on March 16 th, the Employee s Period of Coverage will begin May 1 st.) An Employee's Salary Reduction election must relate to Benefits to be provided after the election. Benefits are provided on the date the Employee receives a Voucher or similar item or in any other case, the date the Employee uses the Benefit. Additionally, an Employee's initial Salary Reduction election will automatically renew for subsequent calendar months unless the Employee submits another Salary Reduction Agreement to the Plan Administrator, in which case the Employee's initial election will end immediately before the first day of the first calendar month to which the new Salary Reduction Agreement relates. Notwithstanding anything in this Program to the contrary, a Participant s Salary Reduction Agreement, and all future Salary Reductions authorized by that Agreement, shall terminate as soon as administratively feasible after the Participant ceases to be an Employee. ELECTION CHANGES A Participant may change his election under the Program prospectively, on a monthly basis, by submitting a properly completed Salary Reduction Agreement to the Plan Administrator. The date a Participant's new election takes effect depends on the date the Plan Administrator receives the new Salary Reduction Agreement: If the Salary Reduction Agreement is received on or before the 15 th of the month, the Employee s new election will take effect on the 1 st of the month following receipt of the agreement. (Example: Agreement is received on March 15 th, the Employee s new election will take effect on April 1 st.) If the Salary Reduction Agreement is received after the 15 th of the month, the Employee s new election will take effect on the 1 st of the second month following receipt of the agreement. (Example: Agreement is received on March 16 th, the Employee s new election will take effect on May 1 st.) As indicated above, an Employee's Salary Reduction election must relate to Benefits to be provided after the election. Additionally, an Employee's Salary Reduction election pursuant to this section will automatically renew for subsequent calendar months unless the Employee submits another Salary Reduction Agreement to the Plan Administrator, in which case the Employee's then current election will end immediately before the first day of the first calendar month to which the replacement Salary Reduction Agreement applies. Notwithstanding anything in this Program to the contrary, a Participant s Salary Reduction Agreement, and all future Salary Reductions authorized by that Agreement, shall terminate as soon as administratively feasible after the Participant ceases to be an Employee. OPEN ENROLLMENT PERIODS During the open enrollment period with respect to each Plan Year, the Plan Administrator shall make available a Salary Reduction Agreement to each Employee. 7

ELECTIONS IRREVOCABLE DURING CALENDAR MONTH A Salary Reduction election under the Program is irrevocable for the duration of each calendar month to which it relates. TERMINATION OF PARTICIPATION An Employee who is a Participant will cease to be a Participant upon the earlier of: The termination of this Program; or The date on which the Employee ceases to be an Employee because of retirement, termination of employment, layoff, reduction in hours, or any other reason, and has no balance in his Transportation Account. Termination of participation in this Program will automatically revoke the Participant s participation in the elected Benefits, according to the terms thereof. 8

CONTRIBUTIONS AND FUNDING EMPLOYER AND PARTICIPANT CONTRIBUTIONS Employer Contributions. The Employer does not make contributions to the Program to pay for the cost of Benefits. Participant Contributions. The Employer shall withhold from a Participant s Compensation by Salary Reduction on a pre-tax basis, an amount equal to the Contributions required for the Benefits elected by the Participant under the Salary Reduction Agreement. The amount of Salary Reductions shall not exceed the aggregate cost of the Benefits elected. COMPUTING SALARY REDUCTION CONTRIBUTIONS Salary Reductions Per Pay Period. Salary Reductions shall be made only for the Benefits elected in the applicable Salary Reduction Agreement. The (aggregate) Salary Reduction for a pay period for a Participant for the Benefits elected shall be an amount equal to; the monthly Benefit amount elected by the Participant times the number of months remaining in the Plan Year (commencing with the first month elected by the Participant), divided by the number of pay periods remaining in the Plan Year; as otherwise agreed upon between the Employer and the Participant; or an amount deemed appropriate by the Plan Administrator (for example: in the event of a shortage of reducible Compensation, amounts withheld and the Benefits to which Salary Reductions are applied may fluctuate). In calculating the number of pay periods remaining in the Plan Year, the third pay period ending in any month, if any, will not be counted. Consequently, solely for purposes of calculating Salary Reductions, there are 24 pay periods in a full Plan Year. No Salary Reduction shall be taken from the third biweekly paycheck in any month. Salary Reduction Balance Upon Termination of Coverage. If, as of the date that any elected Benefit under this Program terminates, a Participant's year-to-date Salary Reductions exceed or are less than the Participant's required Contributions for the coverage, then the Employer will, as applicable, either return the excess to the Participant as additional taxable wages or recoup the due Salary Reduction amounts from any remaining Compensation. This rule is intended to apply, for example, where due to payroll practices, a Participant's year-to-date Salary Reductions exceed what the employee owes for the Period of Coverage preceding the termination date. This paragraph does not override the forfeiture rule found in this Program (unused amounts are forfeited where a Participant ceases to participate). However, the forfeiture rule does not apply to excess Salary Reductions as described in this paragraph. FUNDING THIS PROGRAM All of the amounts payable under this Program shall be paid from the general assets of the Employer. Nothing herein will be construed to require the Employer nor the Plan Administrator to maintain any fund or to segregate any amount for the Participant s benefit. Neither the Participant, nor any other person, shall have any claim against, right to, or security or other interest in any fund, account or asset of the Employer from which any payment under this Program may be made. There is no trust or other fund from which Benefits are paid. While the Employer has complete responsibility for the payment of Benefits out of its general assets, it may hire a third party administrator to perform some of its administrative duties such as claims payments and enrollment. 9

PROGRAM BENEFITS BENEFITS Each Employee may elect to participate in the Program and receive one or more of the following Benefits, subject to the limits specified in this Program document: Commuter Highway Vehicle Benefits (vanpool); Transit Pass Benefits; and/or Qualified Parking Benefits. Any Benefit election must include an election to pay the Employee's share of the cost for such benefits on a pre-tax Salary Reduction basis. BENEFIT COSTS The monthly cost for a particular Benefit equals the monthly Benefit amount elected by the Participant (for example, if a $215 monthly parking benefit amount is elected, then the cost of that Benefit is also $215). The cost of Benefits is limited as provided in this document. ELIGIBLE TRANSPORTATION EXPENSES Generally. Subject to the limitations specified herein, a Participant may be reimbursed by the Program for Transportation Expenses incurred or paid during a calendar month but only if the Participant was a Participant at the time the Benefit was provided. The date on which Benefits are provided is the date the Employee receives a Voucher or similar item or, in any other case, the date the Employee uses the Benefit. Incurred or Paid. A Transportation Expense is incurred at the time the transportation service giving rise to the expense is furnished. A Transportation Expense is paid when the Participant formally pays for the service; it is not paid when the Participant is formally billed for or charged for the service. Expenses to Cover at Least One Month. Transportation Expenses must cover a period of one month or more for example, an expense for a single day's parking is not eligible for reimbursement. Transit Pass Expenses. A cash reimbursement or an MCC-restricted debit card program (as described under the section entitled "Reimbursement Procedure") may be provided for an Employee's Transit Pass Expenses only if no Voucher (or similar item that may be exchanged only for a transit pass) is readily available for direct distribution by the Employer to Employees. If a Voucher is readily available, the Voucher shall be distributed in-kind by the Employer or by another person on behalf of the Employer. A Voucher (or similar item) is readily available for direct distribution only if: the Employer can obtain the Voucher from a Voucher Provider; the average annual fare media charges that the Employer reasonably expects to incur for transit system Vouchers purchased from the Voucher Provider (disregarding reasonable and customary delivery charges imposed by the Voucher Provider (for example, not in excess of $15) are not more than one percent (1%) of the average annual value of the Vouchers for the transit system)); and the Voucher Provider does not impose restrictions that effectively prevent the Employer from obtaining Vouchers appropriate for distribution to employees, such as certain advance-purchase requirements, purchase-quantity requirements and limitations on denominations of Vouchers, as described under Treas. Reg. 1.132-9, Q-16. MAXIMUM AND MINIMUM BENEFITS Maximum Reimbursement Available; Statutory Limitations. Except as otherwise provided in this Program, payment shall be made to the Participant in cash as reimbursement for Transportation Expenses incurred or paid during the calendar month for which the Participant's election is effective (provided that the other requirements of this Program have been complied with). No payment otherwise due to a Participant hereunder shall exceed the smallest of the following: 10

the balance of the relevant subaccount(s) in the Participant's Transportation Account; or the statutory limits for the applicable Benefit, as defined below. Maximum and Minimum Dollar Limits. The maximum monthly benefit amount that a Participant may elect to receive under this Program in the form of reimbursements for Transportation Expenses incurred or paid in any calendar month shall be the combined applicable statutory monthly limits described herein for Commuter Highway Vehicle Benefits, Transit Pass Benefits and Qualified Parking Benefits, subject to the other limitations described above. There is no minimum monthly Benefit amount. Changes. For subsequent Plan Years, the maximum and minimum dollar limits may be changed by the Plan Administrator or federal government and shall be communicated to Employees through the Salary Reduction Agreement or another document. MONTHLY STATUTORY LIMITS FOR BENEFITS Monthly Limit for Qualified Parking Expenses. Reimbursements for Qualified Parking Expenses will not exceed the applicable monthly limit described in Code 132(f), as adjusted for inflation. If an Employee obtains a qualified parking space as a result of membership in a carpool or vanpool, the monthly limit for Qualified Parking Expenses shall apply to the individual designated as the prime member in accordance with Treas. Reg. 1.132-9, Q/A-22. Combined Monthly Limit for Transit Pass Expenses and Commuter Highway Vehicle Expenses. Reimbursements for combined expenses for Transit Pass Expenses and Commuter Highway Vehicle Expenses will not exceed the applicable monthly limit described in Code 132(f), as adjusted for inflation. Notwithstanding the foregoing, the limitation set forth in this paragraph shall not be exceeded where Vouchers are distributed in advance for more than one (1) month but not more than 12 months so long as the limitation is met by taking into account the monthly limit for all months for which the Vouchers are distributed. Additionally, in the case of a Voucher that is valid for more than one month, the value of the Voucher shall be divided by the number of months for which it is valid for purposes of determining whether the Voucher exceeds the limitation. Calculating Limits Where Benefits Are Provided for More Than One Month. The Employer may reimburse Employees for Transportation Expenses incurred in more than one month, provided that the reimbursement for each month is calculated separately and does not exceed the applicable statutory monthly limit. Valuation of Benefits. All Benefits shall be valued in accordance with Treas. Reg. 1.132-9, Qs-8, -9, -20 and -21, as applicable. ESTABLISHMENT OF ACCOUNT The Administrator will establish and maintain a Transportation Account with respect to each Participant, but it will not create a separate fund or otherwise segregate assets for this purpose. The Transportation Account will be merely a recordkeeping account for the purpose of keeping track of contributions and determining forfeitures under the Program. Each Transportation Account will have a separate subaccount for each Benefit provided under this Program. Crediting of Accounts. For each calendar month, the appropriate subaccount within each Participant's Transportation Account will be credited with an amount equal to the Participant s Salary Reductions, if any, for that calendar month. Debiting of Accounts. For each calendar month, the appropriate subaccount within each Participant's Transportation Account will be debited for any reimbursement of Transportation Expenses incurred or paid during the calendar month. No Negative Balances. No Transportation Account, and no subaccount within a Transportation Account, may ever have a negative balance. CARRY-OVER RULE; FORFEITURE OF ACCOUNTS Carry-Over of Unused Amounts and Forfeitures at Plan Year End. If any balance remains in the Participant's Transportation Account for a calendar month after all reimbursements have been made for the calendar month, and 11

the Participant continues to participate in the Program following such calendar month, such balance shall be carried over to reimburse the Participant for Transportation Expenses incurred or paid during a subsequent calendar month. Forfeiture of Unused Amounts Where Participant Ceases to Participate and/or Does Not Cash Checks. Any balance that remains in a Transportation Account after an individual ceases to be a Participant and all permitted reimbursements have been made for Transportation Expenses incurred or paid through the date that individual ceased to be a Participant, shall be forfeited. In addition, any Benefit payments that are unclaimed (e.g., uncashed benefit checks) by the close of the Plan Year following the calendar month in which the Transportation Expense was incurred or paid shall be forfeited. Effect of Forfeitures. Amounts forfeited under this Program shall be forfeited to the Employer, who may use them at any time and for any purpose. A Participant shall have no rights whatsoever with respect to forfeited amounts. REIMBURSEMENT PROCEDURE (A.K.A. BONA FIDE REIMBURSEMENT ARRANGEMENT) No Cash Reimbursements or MCC-Restricted Debit Card Program for Transit Expenses Where Vouchers Are Readily Available. As provided above, cash reimbursements or an MCC-restricted debit card program may be provided for a Participant's Transit Expenses only if no Voucher is readily available. Timing. Within a reasonable period of time not to exceed 90 days after receipt by the Administrator of a reimbursement claim from a Participant (unless an extension is required), the Employer will reimburse the Participant for the Participant's reimbursable Transportation Expenses (if the Administrator approves the claim), or the Administrator will notify the Participant that his or her claim has been denied. Such notification will set out the reasons the request was denied. For more information regarding the claims procedures, see "Claims and Appeals" below. Claims Substantiation. A Participant who has elected to receive Benefits for a calendar month may apply for cash reimbursement by submitting an application in writing to the Plan Administrator in such form as the Plan Administrator may prescribe, but in no event later than 90 days following the date on which the Transportation Expense was incurred or paid, setting forth: the name of the Participant incurring the Transportation Expenses; the nature and date of the Transportation Expenses incurred or paid; the amount of the requested cash reimbursement; the name of the person, organization or entity to whom the Transportation Expense was or is to be paid; and a statement that such Transportation Expenses have not otherwise been reimbursed and are not reimbursable through any other source. The application shall be accompanied by bills, invoices, statements from an independent third party, parking receipts, used transit passes, or other evidence of payment showing the amounts of such Transportation Expenses, together with any additional documentation that the Plan Administrator may request. The information requested from the Employee may vary depending on the facts and circumstances surrounding the Transportation Expenses, including the method of payment and the particular transportation method used by the Employee. MCC-Restricted Debit Cards. If provided by the Plan Administrator, a Participant may pay for Transportation Expenses using an MCC-restricted debit card program meeting the requirements set forth below. Merchant Category Codes (MCC). The MCC-restricted debit card must be restricted for use only at merchants assigned an MCC by the card network/association indicating that the merchant sells fare media for some or all of the following categories: local and suburban commuter passenger transport; passenger railway; bus lines, excluding charters and tours; and transportation services. Separate Sub-Accounts. The MCC-restricted debit card must have separate sub-accounts (or purses ) for Qualified Parking Expenses, Transit Expenses, and Commuter Highway Vehicle Expenses, if applicable. Initial Substantiation. The Participant must pay for Transportation Expenses on an after-tax basis for the first month of participation in the card program and substantiate those expenses as required above under 12

"Claims Substantiation". Following the substantiation, the Plan Administrator will remit the substantiated amount to be allocated to the appropriate sub-account on the Participant's MCC-restricted debit card to be used for subsequently incurred expenses. Recurring Transportation Expenses After Initial Substantiation. After the initial substantiation of a Transportation Expense, the Participant may be reimbursed for subsequent Transportation Expenses via the MCC-restricted debit card (i.e., the Plan Administrator remits funds to be allocated to the appropriate subaccount on the card for use with subsequently incurred expenses) without additional substantiation, so long as the requirements of of the two paragraphs below are met. Any changes to the seller of the Benefit, the time period for which the Benefit is used, or any increase in the Transportation Expense will require substantiation of the expense, as described above. Review of Periodic Statements. Prior to allocating funds to a Participant's MCC-restricted debit card, the Plan Administrator (or its agent) must review periodic statements setting forth the purchases made with the MCC-restricted debit card, the identity of the seller of the Benefit, and the date and amount of the transactions. The Plan Administrator (or its agent) must ensure that purchases made with the card are less than or equal to the amount approved upon the initial substantiation and match the expense approved upon initial substantiation as to seller and time period. Certification. A Participant must certify that the MCC-restricted debit card is used only to purchase Benefits for the first month of participation in the card program. Thereafter, the Participant must recertify at least annually that the MCC-restricted debit card is used only to purchase Benefits. Claims Denied. For reimbursement claims that are denied, see "Claims and Appeals" below. REIMBURSEMENTS AFTER TERMINATION Transportation Expenses incurred or paid after a Participant ceases to be a Participant will not be reimbursed by the Program. A former Participant (or the former Participant's estate if the former Participant is deceased) may claim reimbursement for any Transportation Expenses incurred or paid when the former Participant was a Participant; provided that the former Participant (or the former Participant's estate) files a claim no later than the 90 days following the date on which the Transportation Expenses were incurred or paid (and the other applicable requirements of this Program are met). Amounts remaining in the Employee's Transportation Account after expiration of the post-participation claim period described above shall be forfeited in accordance with this Program. The value of transit passes provided to an Employee with respect to a month in which the individual is not an employee shall be included in the Employee's wages for income tax purposes pursuant to Treas. Reg. 1.132-9, Q/A-9. 13

CLAIMS AND APPEALS CLAIMS UNDER THE PROGRAM If a Participant's claim for reimbursement under the Program is wholly or partially denied, or a Participant is denied a Benefit under the Program due to questions regarding eligibility or entitlement for coverage under the Program or regarding the amount the Participant owes, then the claims procedure described below will apply. If a Participant's claim is denied in whole or in part, the Participant will be notified in writing by the Claim Supervisor within 90 days after the date the Claim Supervisor received the Participant's claim. This time period may be extended for an additional 90 days in the case of special circumstances that require an extension. The Claim Supervisor will provide written notice of any extension prior to the expiration of the initial 90-day period, including the reasons for the extension and the date by which a decision is expected to be made. The notification of adverse determination (i.e., the denial) will set forth the following: a specified reason or reasons for the adverse determination; the specific Program provision or regulation on which the adverse determination is based; a description of any additional material or information necessary for the Participant to validate the claim and an explanation of why such material or information is necessary; and a description of the Program's review procedures and the time limits applicable to such procedures. APPEALS GENERALLY If a Participant's claim is denied in whole or part, then the Participant or the Participant's authorized representative may request review upon written application to the Claim Supervisor. The Participant's appeal must be made in writing within 60 days after the Participant's receipt of the initial notice that the claim was denied. If the Participant does not appeal on time, the Participant will lose the right to appeal the denial. The Participant's written appeal should state the reasons that the Participant feels the claim should not have been denied. It should include any additional facts and/or documents that the Participant feels support the claim. The Participant will have the opportunity to submit written comments, documents, records and other information relating to the Participant's claim, which will be considered without regard to whether it was considered in the initial benefit determination. The Participant may review and obtain copies of (upon request and at no charge) documents and other information relevant to your appeal. The Participant's appeal will be reviewed by the Claim Supervisor or other entity designated by the Plan Administrator in a reasonable time not later than 60 days after the Claim Supervisor received the Participant's request for review. This time period may be extended for an additional 60 days in the case of special circumstances that require an extension. The Claim Supervisor will provide written notice of any extension prior to the expiration of the initial 60-day period, including the reasons for the extension and the date by which a decision is expected to be made. The Plan Administrator may, in its discretion, hold a hearing on the denied claim. If the decision on review affirms the initial denial of the Participant's claim, the Participant will be furnished with a notice of adverse benefit determination on review setting forth the following: the specific reason(s) for the decision; the specific Program provision(s) or regulation(s) on which the decision is based; and a statement of the Participant's right to review and obtain copies of (upon request and at no charge) relevant documents and other information. This appeal step is a prerequisite to pursuing any other avenues of relief. FALSE OR FRAUDULENT CLAIMS. If the Claim Supervisor believes that false or fraudulent claims have been submitted, the Claim Supervisor will investigate the submitted claims and forward, with all investigational findings, to the Plan Administrator for further investigation. In the interim, the Claim Supervisor will deny your claim and notify you that your account has been placed on hold until the situation has been resolved. The Plan Administrator will make a decision as to whether 14

your participation will be terminated in the Program. The Plan Administrator has the authority to deny claims found to be false or fraudulent and to terminate your participation in the Program in accordance with its discretionary duty as the Plan Administrator. The Plan Administrator may take legal or disciplinary action against a member found to have committed fraud. 15

PROGRAM ADMINISTRATION PLAN ADMINISTRATOR The administration of this Program shall be under the supervision of the Plan Administrator. It is the principal duty of the Plan Administrator to see that this Program is carried out in accordance with the terms of the Program document and for the exclusive benefit of persons entitled to participate in this Program and without discrimination among them. POWERS OF THE PLAN ADMINISTRATOR The Plan Administrator shall have such powers and duties as may be necessary or appropriate to discharge its functions hereunder. The Plan Administrator shall have full and sole discretionary authority to interpret the Program and decide all matters under the Program, and all such determinations shall be final, conclusive and legally binding on all parties. Additionally, the Plan Administrator's powers and duties include, but are not limited to, the following: To construe and interpret this Program, including all possible ambiguities, inconsistencies and omissions in the Program and related documents, and to decide all questions of fact, questions relating to eligibility and participation, and questions of Benefits under this Program (provided that the Plan Administrator shall exercise such exclusive power with respect to an appeal of a claim); To prescribe procedures to be followed and the forms to be used by Employees and Participants to make elections pursuant to this Program; To prepare and distribute information explaining this Program and the Benefits under this Program in such manner as the Plan Administrator determines to be appropriate; To request and receive from all Employees and Participants such information as the Plan Administrator shall from time to time determine to be necessary for the proper administration of this Program; To furnish each Employee and Participant with such reports in relation to the administration of this Program as the Plan Administrator determines to be reasonable and appropriate, including appropriate statements setting forth the amounts by which a Participant s Compensation has been reduced in order to provide Benefits under this Program; To receive, review and keep on file such reports and information concerning the Benefits covered by this Program as the Plan Administrator determines from time to time to be necessary and proper; To appoint and employ such individuals or entities to assist in the administration of this Program as it determines to be necessary or advisable, including legal counsel and consultants; To sign documents for the purposes of administering this Program, or to designate an individual or individuals to sign documents for the purposes of administering this Program; To require such evidence as deemed necessary to decide any claim or appeal; and To maintain the books of accounts, records, and other data in the manner necessary for proper administration of this Program and to meet any applicable disclosure and reporting requirements. RELIANCE ON PARTICIPANT, TABLES, ETC. The Plan Administrator may rely upon the Participant s direction, information or election as being proper under the Program and shall not be responsible for any act or failure to act because of a direction or lack of direction by the Participant. The Plan Administrator will also be entitled, to the extent permitted by law, to rely conclusively on all tables, valuations, certificates, opinions and reports that are furnished by accountants, attorneys, or other experts employed or engaged by the Plan Administrator. OUTSIDE ASSISTANCE The Plan Administrator may employ such counsel, accountants, claims administrators, consultants, actuaries and other person or persons as the Plan Administrator shall deem advisable. The Program shall pay the compensation of such counsel, accountants, and other person or persons and any other reasonable expenses incurred by the Plan Administrator in the administration of the Program. Unless otherwise provided in the service agreement, obligations under this Program shall remain the obligations of the Employer and the Plan Administrator. 16

LIABILITY To the extent permitted by law, the Plan Administrator shall not incur any liability for any acts or for failure to act except for its own gross negligence, misconduct or willful breach of this Program. COMPENSATION OF PLAN ADMINISTRATOR Unless otherwise determined by the Employer and permitted by law, any Plan Administrator that is also an employee of the Employer shall serve without compensation for services rendered in such capacity, but all reasonable expenses incurred in the performance of their duties shall be paid by the Employer. INABILITY TO LOCATE PAYEE If the Plan Administrator is unable to make payment to the Participant or another person to whom a payment is due under the Program because it cannot ascertain the identity or whereabouts of the Participant or such other person after reasonable efforts have been made to identify or locate such person, then such payment and all subsequent payments otherwise due to the Participant or such other person shall be forfeited one year after the date any such payment first became due. EFFECT OF MISTAKE In the event of a mistake as to the eligibility or participation of an Employee, or the allocations made to the Participant s account, or the amount of Benefits paid or to be paid to the Participant or another person, the Plan Administrator shall, to the extent administratively possible and otherwise permissible under Code 132 or the regulations issued thereunder, correct by making the appropriate adjustments of such amounts as necessary to credit the Participant s account or such other person s account or withhold any amount due to the Program or the Employer from Compensation paid by the Employer. 17

GENERAL PROVISIONS EMPLOYER/PLAN SPONSOR Waddell & Reed, Inc. 6300 Lamar Avenue Overland Park, KS 66202 NAME OF PLAN Waddell & Reed, Inc. Welfare Benefits Plan Transportation and Parking Benefit Program PLAN EFFECTIVE DATE Restated January 1, 2017 IDENTIFICATION NUMBERS Employer/Plan Sponsor Tax ID No.: 43-1235675 Plan number: 501 PARTICIPATING EMPLOYERS/ENTITIES You are eligible to participate in the Program in accordance with the terms of this document if you are employed by one of the following employers. Waddell & Reed Financial, Inc. Employer Tax ID No.: 51-0261715 Waddell & Reed, Inc. Employer Tax ID No.: 43-1235675 Waddell & Reed Services Co. Employer Tax ID No.: 43-1244426 Waddell & Reed Investment Mgmt. Co. Employer Tax ID No.: 48-1106973 W&R Corporate LLC Employer Tax ID No.: 90-0423397 W&R Capital Mgmt. Group, Inc. Employer Tax ID No.: 26-3648164 Ivy Distributors, Inc. Employer Tax ID No.: 65-0417837 Ivy Investment Management Company Employer Tax ID No.: 03-0481447 TYPE OF PLAN The Plan is a welfare benefit plan; the Program provides transportation and parking benefits, but is not a welfare plan and is not subject to ERISA. This Program is intended to qualify as a commuter plan under the Code 132 and regulations issued thereunder and shall be interpreted to accomplish that objective. TYPE OF ADMINISTRATION The Program is administered by the Plan Administrator with Benefits provided in accordance with the provisions of the Program. It is not financed by an insurance company and Benefits are not guaranteed by a contract of insurance. The Plan Sponsor has hired a third party to perform some of its administrative duties such as claim payments. PLAN ADMINISTRATOR Waddell & Reed, Inc. 6300 Lamar Avenue Overland Park, KS 66202 Attn: Human Resources NAME AND ADDRESS OF AGENT FOR SERVICE OF LEGAL PROCESS The Plan Sponsor is the designated agent for receipt of service of legal process. Legal process may be served on the Plan Sponsor at the following address: Waddell & Reed, Inc. Legal Department 6300 Lamar Avenue 18

Overland Park, KS 66202 (913) 236-1987 CLAIM SUPERVISOR Application Software, Inc. P.O. Box 6044 Columbia, MO 65205-6044 1 (800) 659-3035 PLAN YEAR This Plan's fiscal year is from January 1 to December 31. EXPENSES All reasonable expenses incurred in administering the Program are currently paid by forfeitures and then by the Employer. NO CONTRACT OF EMPLOYMENT Nothing contained in the Program shall be construed as a contract of employment with the Employer or as a right of any Employee to be continued in the employment of the Employer, or as a limitation of the right of the Employer to discharge any Employee, with or without cause. CODE COMPLIANCE To the extent applicable for each Benefit, the Program will provide Benefits in accordance with the requirements of the Code, and of all regulations issued thereunder. This Program shall be construed, operated and administered accordingly, and in the event of any conflict between any part, clause or provision of this Program and the Code, the provisions of the Code shall be deemed controlling, and any conflicting part, clause or provision of this Program shall be deemed superseded to the extent of the conflict. VERIFICATION The Plan Administrator shall be entitled to require reasonable information to verify any claim or the status of any person as an Employee. If the Participant does not supply the requested information within the applicable time limits or provide a release for such information, the Participant will not be entitled to Benefits under the Program. LIMITATION OF RIGHTS Nothing appearing in or done pursuant to the Program shall be held or construed: To give any person any legal or equitable right against the Employer, any of its employees, or persons connected therewith, except as provided by law; or To give any person any legal or equitable right to any assets of the Program or any related trust, except as expressly provide herein or as provided by law. NON-ASSIGNABILITY OF RIGHTS The right of any Participant to receive any reimbursement under this Program shall not be alienable by the participant by assignment or any other method and shall not be subject to claims by the Participant s creditors by any process whatsoever. Any attempt to cause such right to be so subjected will not be recognized, except to the extent required by law. GOVERNING LAW This Program is intended to be construed, and all rights and duties hereunder are governed, in accordance with the laws of the Kansas, except to the extent such laws are preempted by any federal law. 19

SEVERABILITY If any provision of the Program is held invalid or unenforceable, its validity or unenforceability shall not affect any other provision of the Program, and the Program shall be construed and enforced as if such provision had not been included herein. CAPTIONS The captions contained herein are inserted only as a matter of convenience and for reference and in no way define, limit, enlarge or describe the scope or intent of the Program nor in any way shall affect the Program or the construction of any provision thereof. FEDERAL TAX DISCLAIMER To ensure compliance with requirements imposed by the IRS to the extent this Program document contains advice relating to a federal tax issue, it is not intended or written to be used, and it may not be used, for the purpose of avoiding any penalties that may be imposed on the Participant or any other person or entity under the Code or promoting, marketing or recommending to another party any transaction or matter addressed herein. NO GUARANTEE OF TAX CONSEQUENCES Neither the Plan Administrator nor the Employer make any commitment or guarantee that any amounts paid to the Participant or for the Participant s benefit under this Program will be excludable from the Participant s gross income for federal, state or local income tax purposes. It shall be the Participant s obligation to determine whether each payment under this Program is excludable from the Participant s gross income for federal, state and local income tax purposes, and to notify the Plan Administrator if the Participant has any reason to believe that such payment is not so excludable. INDEMNIFICATION OF EMPLOYER If the Participant receives one or more payments or reimbursements under this Program on a pre-tax Salary Reduction basis, and such payments do not qualify for such treatment under the Code, the Participant shall indemnify and reimburse the Employer for any liability the Employer may incur for failure to withhold federal income taxes, Social Security taxes, or other taxes from such payments or reimbursements. If the Participant fails to timely reimburse an excess amount and/or make adequate indemnification, the Plan Administrator may, to the extent permitted by applicable law, offset the Participant's Compensation, and/or offset other benefits payable under the Program. PLAN AMENDMENTS This document contains all the terms of the Program and may be amended from time to time by the Plan Sponsor in its sole discretion by resolution of the Company's Board of Directors or the Plan's Benefits Committee in accordance with the terms of the Plan. Any changes so made shall be binding on each Employee and Participant referred to in this document. TERMINATION OF PLAN The Plan Sponsor reserves the right at any time to terminate the Plan and/or the Program by a by resolution of the Company's Board of Directors. PLAN PROVISIONS CONTROLLING In the event that the terms or provisions of any summary or description of this Program, or of any other instrument, are in any construction interpreted as being in conflict with the provisions of this Program as set forth in this document, the provisions of this Program shall be controlling. 20