MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement • April 24th, 2013 • Ivy High Income Opportunities Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of July 9, 2012, is by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch” or “we”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to ha
IVY HIGH INCOME OPPORTUNITIES FUND [—] Common Shares of Beneficial Interest (Par Value $.001 per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • April 24th, 2013 • Ivy High Income Opportunities Fund • New York
Ivy High Income Opportunities Fund, a Delaware statutory trust (the “Fund”) and the Fund’s investment adviser, Ivy Investment Management Company, a Delaware Corporation (the “Adviser”), each confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), [NAME OF OTHER LISTED UNDERWRITERS] (“[ABBREVIATED NAME OF EACH OTHER REPRESENTATIVE]”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, [ABBREVIATED NAME OF EACH OTHER REPRESENTATIVE] are acting as representatives (in such capacity, the “Representative(s)”), with respect to (i) the sale by the Fund and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of common shares of beneficial interest, par value $.001 per share, of the Fund (“Common Shares”) set forth in Schedule A hereto, and (
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Selected Dealers Agreement • April 24th, 2013 • Ivy High Income Opportunities Fund • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of , 2011, is by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co-managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • April 24th, 2013 • Ivy High Income Opportunities Fund • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of May [—], 2013 by and among Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Ivy Investment Management Company (the “Adviser”).
IVY CREDIT OPPORTUNITIES FUND Subscription AgreementSubscription Agreement • April 24th, 2013 • Ivy High Income Opportunities Fund • Delaware
This Subscription Agreement made as of March 21, 2013, by and between Ivy Credit Opportunities Fund, a Delaware statutory trust (the “Fund”), and Ivy Investment Management Company (the “Subscriber”).
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • April 24th, 2013 • Ivy High Income Opportunities Fund
THIS AGREEMENT, made as of April 1, 2013, is entered into by and between IVY HIGH INCOME OPPORTUNITIES FUND, a Delaware statutory trust (hereinafter called the “Fund”), and IVY INVESTMENT MANAGEMENT COMPANY (hereinafter called “IICO”).
