0001105607-08-000263 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 30th, 2008 • Ivy Funds

THIS AGREEMENT, made as of the 29th day of December, 2008, by and between Ivy Investment Management Company, a Delaware corporation, registered as an Investment Adviser under the Investment Advisers Act of 1940 (the "Adviser") and Wall Street Associates, a California corporation, registered as an Investment Adviser under the Investment Advisers Act of 1940 (the "Sub-Adviser").

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SHAREHOLDER SERVICING AGREEMENT EXHIBIT B COMPENSATION
Shareholder Servicing Agreement • December 30th, 2008 • Ivy Funds

An amount payable on the first day of each month of $1.5042 for each account of the Trust which was in existence during any portion of the immediately preceding month.

CUSTODIAN AGREEMENT Dated as of March 18, 2003 Between UMB BANK, n.a. and IVY FUNDS APPENDIX B
Custodian Agreement • December 30th, 2008 • Ivy Funds
ACCOUNTING AND ADMINISTRATIVE SERVICES AGREEMENT Appendix A Series of Ivy Funds
Accounting and Administrative Services Agreement • December 30th, 2008 • Ivy Funds

Ivy Balanced Fund Ivy Bond Fund Ivy Cundill Global Value Fund Ivy Dividend Income Fund Ivy European Opportunities Fund Ivy Global Natural Resources Fund Ivy International Growth Fund Ivy International Balanced Fund Ivy International Core Equity Fund Ivy Mortgage Securities Fund Ivy Pacific Opportunities Fund Ivy Real Estate Securities Fund Ivy Small Cap Value Fund Ivy Value Fund

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • December 30th, 2008 • Ivy Funds

THIS AGREEMENT, originally made the 23rd day of July, 2003, by and between IVY FUNDS (hereinafter called "Trust"), and IVY INVESTMENT MANAGEMENT COMPANY (hereinafter called "IICO"), f.k.a.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.

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