0001193125-13-235885 Sample Contracts

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • May 24th, 2013 • Ivy High Income Opportunities Fund • New York

This agreement is between Ivy Investment Management Company (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to the Ivy High Income Opportunities Fund (the “Fund”).

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • May 24th, 2013 • Ivy High Income Opportunities Fund • New York

Reference is made to the Underwriting Agreement dated May [•], 2013 (the “Underwriting Agreement”), by and among Ivy High Income Opportunities Fund (the “Fund”), Ivy Investment Management Company (the “Adviser”) and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale of the Fund’s Common Shares (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

CUSTODY AGREEMENT by and between IVY HIGH INCOME OPPORTUNITIES FUND and THE BANK OF NEW YORK MELLON
Custody Agreement • May 24th, 2013 • Ivy High Income Opportunities Fund • New York

CUSTODY AGREEMENT, dated as of May 28, 2013 (“Agreement”) between IVY HIGH INCOME OPPORTUNITIES FUND, a trust organized under the laws of the State of Delaware (the “Trust” or the “Fund”), and THE BANK OF NEW YORK MELLON, a bank organized under the laws of the state of New York (the “Custodian”).

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • May 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”).

FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • May 24th, 2013 • Ivy High Income Opportunities Fund • New York

AGREEMENT made as of May 28, 2013 by and between Ivy High Income Opportunities Fund, a trust organized under the laws of the State of Delaware (the “Trust” or the “Fund”) and The Bank of New York Mellon (“BNYM”).

ACCOUNTING AND ADMINISTRATIVE SERVICES AGREEMENT
Accounting and Administrative Services Agreement • May 24th, 2013 • Ivy High Income Opportunities Fund • Kansas

THIS AGREEMENT, made as of May 28, 2013, is entered into by and between Ivy High Income Opportunities Fund, a Delaware Statutory Trust (hereinafter called the “Fund”), and Waddell & Reed Services Company (“WRSCO”), a Missouri corporation.

Transfer Agency and Service Agreement Between Ivy High Income Opportunities Fund and Computershare Trust Company, N.A. and Computershare Inc.
Transfer Agency and Service Agreement • May 24th, 2013 • Ivy High Income Opportunities Fund • Massachusetts

AGREEMENT effective as of the 28th day of May, 2013 by and between Ivy High Income Opportunities Fund, a Delaware statutory trust, having its principal office and place of business at 6300 Lamar Avenue, Overland Park, KS 66202 (“Fund”), and Computershare Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company, having its principal office and place of business at 250 Royall Street, Canton, Massachusetts 02021 (collectively, “Transfer Agent” or individually, “Computershare” and “Trust Company “, respectively).

DEFERRED FEE AGREEMENT
Deferred Fee Agreement • May 24th, 2013 • Ivy High Income Opportunities Fund • Kansas

THIS AGREEMENT, dated , 201 , by and between (Trustee, hereinafter referred to as “Trustee”), currently residing at , and each series of the Ivy Funds (the “Ivy Funds”) and each Ivy closed end fund (each, a “Fund,” and collectively, the “Funds” or the “Ivy Family of Funds “), as listed in Appendix A, with offices located at 6300 Lamar, Overland Park, Kansas.

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