0001193125-18-138980 Sample Contracts

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of IVY VARIABLE INSURANCE PORTFOLIOS 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 • April 27th, 2018 • Ivy Variable Insurance Portfolios • 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 THE MASTER INTERFUND LENDING AGREEMENT
Master Interfund Lending Agreement • April 27th, 2018 • Ivy Variable Insurance Portfolios

This Amended and Restated Schedule A, as amended April 30, 2018 (“Schedule A”), to the Master Interfund Lending Agreement dated August 13, 2014 (the “Agreement”), is effective as of April 30, 2018, and supersedes any prior Schedule A to the Agreement.

MASTER INTERFUND LENDING AGREEMENT
Master Interfund Lending Agreement • April 27th, 2018 • Ivy Variable Insurance Portfolios • Delaware

This Master Interfund Lending Agreement (the “Master Agreement”), dated as of August 13, 2014 (the “Effective Date”), is by and among the series listed for Ivy Funds, Waddell & Reed Advisors Funds, Ivy Funds Variable Insurance Portfolios, and InvestEd Portfolios on Schedule A or Schedule B hereto (collectively, the “Trusts,” and each portfolio series of a Trust shall be referred to herein as a “Fund” and collectively as the “Funds”); Ivy Investment Management Company (“IICO”); and Waddell & Reed Investment Management Company (“WRIMCO” and together with IICO, the “Advisers”).

AMENDED AND RESTATED APPENDIX A TO THE ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • April 27th, 2018 • Ivy Variable Insurance Portfolios

This Amended and Restated Appendix A, as amended April 30, 2018 (“Appendix A”), to the Ivy Variable Insurance Portfolios Accounting Services Agreement dated April 30, 2009 (the “Agreement”), is effective as of April 30, 2018, and supersedes any prior Appendix A to the Agreement.

AMENDED AND RESTATED SCHEDULE A TO THE UNDERWRITING AGREEMENT
Underwriting Agreement • April 27th, 2018 • Ivy Variable Insurance Portfolios

This Amended and Restated Schedule A, as amended April 30, 2018 (“Schedule A”), to the Ivy Variable Insurance Portfolios Underwriting Agreement dated October 1, 2016 (the “Agreement”), is effective as of April 30, 2018, and supersedes any prior Schedule A to the Agreement.

AMENDED AND RESTATED APPENDIX A TO INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 27th, 2018 • Ivy Variable Insurance Portfolios

This Amended and Restated Appendix A, as amended April 30, 2018 (“Appendix A”), to the Ivy Variable Insurance Portfolios Investment Management Agreement dated July 29, 2016 (the “Agreement”), is effective as of April 30, 2018, and supersedes any prior Appendix A to the Agreement.

AMENDED AND RESTATED SCHEDULE A TO THE AGREEMENT AND DECLARATION OF TRUST
Schedule a to the Agreement and Declaration of Trust • April 27th, 2018 • Ivy Variable Insurance Portfolios

This Amended and Restated Schedule A, as amended April 30, 2018 (“Schedule A”), to the Ivy Variable Insurance Portfolios Amended and Restated Agreement and Declaration of Trust dated August 16, 2017 (the “Agreement”), is effective as of April 30, 2018, and supersedes any prior Schedule A to the Agreement.

AMENDED AND RESTATED APPENDIX B TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 27th, 2018 • Ivy Variable Insurance Portfolios

This Amended and Restated Appendix B, as amended April 30, 2018 (“Appendix B”), to the Ivy Variable Insurance Portfolios Investment Management Agreement dated July 29, 2016 (the “Agreement”), is effective as of April 30, 2018, and supersedes any prior Appendix B to the Agreement.

AMENDED & RESTATED ANNEX I TO THE FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • April 27th, 2018 • Ivy Variable Insurance Portfolios

This Amended and Restated Annex I, as amended April 30, 2018 (“Annex I”), to the Ivy Variable Insurance Portfolios Foreign Custody Manager Agreement dated March 9, 2012 (the “Agreement”), is effective as of April 30, 2018, and supersedes any prior Annex I to the Agreement.

EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • April 27th, 2018 • Ivy Variable Insurance Portfolios

EXPENSE REIMBURSEMENT AGREEMENT, by and between Ivy Investment Management Company (“IICO”), Ivy Distributors, Inc. (“IDI”), Waddell & Reed Services Company doing business as WI Services Company (“WISC”), and Ivy Variable Insurance Portfolios (the “Trust”) on behalf of each series of the Trust set forth below (each a “Portfolio” and collectively, the “Portfolios”).

INVESTMENT MANAGEMENT FEE REDUCTION AGREEMENT
Investment Management Fee Reduction Agreement • April 27th, 2018 • Ivy Variable Insurance Portfolios

INVESTMENT MANAGEMENT FEE REDUCTION AGREEMENT, effective as of April 30, 2018, by and between Ivy Investment Management Company (“IICO”) and Ivy Variable Insurance Portfolios (the “Trust”), a Delaware statutory trust, on behalf of its series designated Ivy VIP Advantus Real Estate Securities (the “Fund”).

AMENDED AND RESTATED APPENDIX A TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 27th, 2018 • Ivy Variable Insurance Portfolios

This Amended and Restated Appendix A, as amended April 30, 2018 (“Appendix A”), to the Ivy Variable Insurance Portfolios Investment Management Agreement dated July 29, 2016 (the “Agreement”), is effective as of April 30, 2018, and supersedes any prior Appendix A to the Agreement.

AMENDED AND RESTATED APPENDIX B TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 27th, 2018 • Ivy Variable Insurance Portfolios

This Amended and Restated Appendix B, as amended April 30, 2018 (“Appendix A”), to the Ivy Variable Insurance Portfolios Investment Management Agreement dated July 29, 2016 (the “Agreement”), is effective as of April 30, 2018, and supersedes any prior Appendix B to the Agreement.

EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • April 27th, 2018 • Ivy Variable Insurance Portfolios

EXPENSE REIMBURSEMENT AGREEMENT, by and between Ivy Distributors, Inc. (“IDI”) and Waddell & Reed Services Company, doing business as WI Services Company (“WISC,” and together with IDI, “Waddell”), and Ivy Variable Insurance Portfolios (the “Trust”), on behalf of the series indicated in Appendix A hereto (each, a “Fund,” and, collectively, the “Funds”).

AMENDED & RESTATED SCHEDULE I TO THE CUSTODY AGREEMENT
Custody Agreement • April 27th, 2018 • Ivy Variable Insurance Portfolios

This Amended and Restated Schedule I, as amended April 30, 2018 (“Schedule I”), to the Ivy Variable Insurance Portfolios Custody Agreement dated March 9, 2012 (the “Agreement”), is effective as of April 30, 2018, and supersedes any prior Schedule I to the Agreement.

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