0001193125-17-323052 Sample Contracts

AMENDED AND RESTATED 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 of Trust • October 27th, 2017 • Ivy NextShares • Delaware

THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST is made as of August 16, 2017 for the purpose of continuing the Trust as a Delaware statutory trust in accordance with the provisions hereinafter set forth.

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AMENDED AND RESTATED SCHEDULE A TO AGREEMENT AND DECLARATION OF TRUST
To Agreement and Declaration of Trust • October 27th, 2017 • Ivy NextShares

This Amended and Restated Schedule A (“Schedule A”) to the Ivy NextShares Amended and Restated Agreement and Declaration of Trust dated August 16, 2017 (the “Agreement”), is effective as of October 31, 2017, and supersedes any prior Schedule A to the Agreement.

AMENDED AND RESTATED APPENDIX B TO IVY NEXTSHARES INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • October 27th, 2017 • Ivy NextShares

This Amended and Restated Appendix B (“Appendix B”) to the Ivy NextShares Investment Management Agreement dated September 1, 2016 (the “Agreement”), is effective as of October 31, 2017, and supersedes any prior Appendix B to the Agreement.

AMENDED AND RESTATED SCHEDULE A TO ACCOUNTING AND ADMINISTRATIVE SERVICES AGREEMENT
Accounting and Administrative Services Agreement • October 27th, 2017 • Ivy NextShares

This Amended and Restated Schedule A (“Schedule A”) to the Ivy NextShares Accounting and Administrative Services Agreement dated September 6, 2016 (the “Agreement”), is effective as of October 31, 2017, and supersedes any prior Schedule A to the Agreement.

EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • October 27th, 2017 • 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”).

AMENDED AND RESTATED APPENDIX A TO IVY NEXTSHARES INVESTMENT MANAGEMENT AGREEMENT
Nextshares Investment Management Agreement • October 27th, 2017 • Ivy NextShares

This Amended and Restated Appendix A (“Appendix A”) to the Ivy NextShares Investment Management Agreement dated September 1, 2016 (the “Agreement”), is effective as of October 31, 2017, and supersedes any prior Appendix A to the Agreement.

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