0001193125-16-735850 Sample Contracts

MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • October 11th, 2016 • Ivy NextShares • Massachusetts

This Agreement is made as of August 31, 2016 (this “Agreement”), between each management investment company identified on Appendix A and each management investment company which becomes a party to this Agreement in accordance with the terms hereof (in each case, a “Fund”), including, if applicable, each series of the Fund identified on Appendix A and each series which becomes a party to this Agreement in accordance with the terms hereof, and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).

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TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • October 11th, 2016 • Ivy NextShares • Massachusetts

THIS AGREEMENT is made as of the 31st day of August, 2016 by and between STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its principal office and place of business at One Lincoln Street, Boston, Massachusetts 02111 (“State Street” or the “Transfer Agent”), and Ivy NextShares Trust, a Delaware business trust having its principal office and place of business at 6300 Lamar Avenue, P.O. Box 29217, Shawnee Mission, Kansas 66201-9217 (the “Trust”).

AGREEMENT AND DECLARATION OF TRUST of IVY NEXTSHARES a Delaware Statutory Trust Principal Place of Business: 6300 Lamar Avenue P.O. Box 29217 Shawnee Mission, Kansas 66201-9217
Agreement and Declaration • October 11th, 2016 • Ivy NextShares • Delaware

THIS AGREEMENT AND DECLARATION OF TRUST is made as of February 23, 2016 for the purpose of forming a Delaware statutory trust in accordance with the provisions hereinafter set forth.

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • October 11th, 2016 • Ivy NextShares

THIS AGREEMENT, made as of September 1, 2016, is entered into by and between IVY NEXTSHARES (hereinafter called the “Trust”), and IVY INVESTMENT MANAGEMENT COMPANY (hereinafter called “IICO”), with respect to each series of the Trust listed in Appendix A (each, a “Fund” and collectively, the “Funds”).

DISTRIBUTION AGREEMENT
Distribution Agreement • October 11th, 2016 • Ivy NextShares • Colorado

THIS AGREEMENT is made as of August 23, 2016, between Ivy NextShares, a Delaware statutory trust (the “Trust”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

IVY NEXTSHARES SUBSCRIPTION AGREEMENT
Subscription Agreement • October 11th, 2016 • Ivy NextShares

This Subscription Agreement is hereby made as of the 1st day of September, 2016 between Ivy NextShares, a Delaware statutory trust (“Trust”), and Ivy Investment Management Company (the “Purchaser”), a Delaware corporation.

ACCOUNTING AND ADMINISTRATIVE SERVICES AGREEMENT
Accounting and Administrative Services Agreement • October 11th, 2016 • Ivy NextShares • Kansas

THIS AGREEMENT, made as of September 6, 2016, is entered into by and between Ivy NextShares Trust (the “Trust”), a Delaware Statutory Trust, and Waddell & Reed Services Company (“WRSCO”), a Missouri corporation.

EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • October 11th, 2016 • Ivy NextShares

EXPENSE REIMBURSEMENT AGREEMENT, by and between IVY INVESTMENT MANAGEMENT COMPANY (hereinafter called “IICO”), Waddell & Reed Services Company, doing business as WI Services Company (WISC), and Ivy NextShares (the “Trust”) on behalf of each series of the Trust set forth below (each a “Fund” and, collectively, the “Funds”).

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