0001193125-10-016824 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • January 29th, 2010 • Ivy Funds Inc

THIS AGREEMENT, effective as of January 15, 2010, 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 Advantus Capital Management, Inc., a Minnesota corporation, registered as an Investment Adviser under the Investment Advisers Act of 1940 (the “Sub-Adviser”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • January 29th, 2010 • Ivy Funds Inc • Kansas

THIS AGREEMENT, made as of November 13, 2008, is entered into 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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AGREEMENT AND DECLARATION OF TRUST of IVY FUNDS a Delaware Statutory Trust Principal Place of Business: Shawnee Mission, Kansas 66201-9217
Agreement and Declaration of Trust • January 29th, 2010 • Ivy Funds Inc • Delaware

THIS AGREEMENT AND DECLARATION OF TRUST is made as of November 13, 2008 for the purpose of forming a Delaware statutory trust in accordance with the provisions hereinafter set forth.

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