0001105607-08-000235 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • November 17th, 2008 • Ivy Funds Inc • Kansas

THIS AGREEMENT, made this [ ] day of [ ], 2009, by and between Ivy Funds (hereinafter the "Trust"), a Delaware statutory trust, and Ivy Funds Distributor, Inc. (hereinafter "IFDI"), a Florida corporation;

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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • November 17th, 2008 • Ivy Funds Inc

THIS AGREEMENT, effective [ , 2009] by and between IVY FUNDS (hereinafter called "Trust"), and IVY INVESTMENT MANAGEMENT COMPANY (hereinafter called "IICO"), with respect to the series of the Trust listed in Appendix A (collectively hereinafter called "Funds").

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SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • November 17th, 2008 • Ivy Funds Inc • 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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ACCOUNTING AND ADMINISTRATIVE SERVICES AGREEMENT
Accounting and Administrative Services Agreement • November 17th, 2008 • Ivy Funds Inc

AGREEMENT is made as of the [ ] day of [ ], 2009, by and between Ivy Funds (the "Trust"), a Delaware Statutory Trust, and Waddell & Reed Services Company ("WRSCO"), a Missouri corporation,

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AGREEMENT AND DECLARATION OF TRUST of IVY FUNDS a Delaware Statutory Trust Principal Place of Business: 6300 Lamar Avenue P.O. Box 29217 Shawnee Mission, Kansas 66201-9217
Agreement and Declaration • November 17th, 2008 • Ivy Funds Inc • Delaware
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