Exhibit 10.44


 


IVY FUNDS, INC.


DISTRIBUTION AND SERVICE PLAN


FOR CLASS A, CLASS B, CLASS C, CLASS E, CLASS R
AND CLASS Y SHARES


 


 


This Amended and Restated
Distribution and Service Plan is adopted by Ivy Funds, Inc. (the “Company”)
on behalf of each series of the Company (each, a “Fund” and collectively, the “Funds”),
pursuant to Rule 12b-1 under the Investment Company Act of 1940, as
amended (the “Act”) to provide for payment by the Company of certain expenses
in connection with the: (a) distribution of the Company’s Class A
shares, provision of personal services to the Company’s Class A
shareholders and the service and maintenance of Class A shareholder
accounts; (b) distribution of the Company’s Class B shares, provision
of personal services to the Company’s Class B shareholder accounts and/or
maintenance of its Class B shareholder accounts; (c) distribution of
the Fund’s Class C shares and the services and maintenance of Class C
shareholder accounts; (d) distribution of the Company’s Class E
shares and the service and maintenance of Class E shareholder accounts; (e) distribution
of each of the Ivy Asset Strategy Fund, Ivy Large Cap Growth Fund, Ivy Mid Cap
Growth Fund, Ivy Small Cap Growth Fund and Ivy Science and Technology Fund’s Class R
shares and the services and maintenance of Class R shareholder accounts;
and (f) distribution of the Company’s Class Y shares and the service
and maintenance of Class Y shareholder accounts.


 


I.  CLASS A


 


With respect to each Fund
except Ivy Money Market Fund, the Company is authorized to pay to Ivy Fund
Distributors, Inc. (“IFDI”) an amount not to exceed on an annual basis
0.25 of 1% of a Fund’s average net assets of the Class A shares as either (1) a
“distribution fee” to finance the distribution of the Fund’s Class A shares,
(2) a “service fee” to finance shareholder servicing by IFDI, its
affiliated companies, broker-dealers who may sell Class A shares and other
third-parties to encourage and foster the maintenance of Class A
shareholder accounts, or as a combination of the two fees.  The amounts shall be payable to IFDI daily or
at such other intervals as the Board of Directors may determine.


 


II.  CLASS B


 


Distribution
Fee


 


With respect to each
Fund, the Company is authorized to pay to IFDI an amount not to exceed on an
annual basis 0.75 of 1% of a Fund’s average net assets of its Class B
shares as a “distribution fee” to finance the distribution of a Fund’s Class B
shares payable to IFDI daily or at such other intervals as the Board of
Directors may determine.


 


Service
Fee


 


With respect to each
Fund, the Company is authorized to pay to IFDI an amount not to exceed on an
annual basis 0.25 of 1% of each Fund’s average net assets of its Class B
shares as a “service fee”to finance shareholder servicing by IFDI or its affiliated
companies to encourage and foster the maintenance of shareholder accounts of a
Fund’s Class B shares.  The amounts
shall be payable to IFDI daily or at such other intervals as the Board of
Directors may determine.


 


III.  CLASS C


 


Distribution
Fee


 


With respect to each
Fund, the Company is authorized to pay to IFDI an amount not to exceed on an
annual basis 0.75 of 1% of each Fund’s average net assets of its Class C
shares as a “distribution fee” to finance the distribution of that Fund’s Class C
shares payable to IFDI daily or at such other intervals as the Board of
Directors may determine.


 


 

















 


Service
Fee


 


With respect to each
Fund, the Company is authorized to pay to IFDI an amount not to exceed on an
annual basis 0.25 of 1% of each Fund’s average net assets of its Class C
shares as a “service fee” to finance shareholder servicing by IFDI or its
affiliated companies to encourage and foster the maintenance of shareholder
accounts of the particular Fund’s Class C shares.  The amounts shall be payable to IFDI daily or
at such other intervals as the Board of Directors may determine.


 


I.  CLASS E


 


With respect to each Fund
that offers Class E shares, the Company is authorized to pay to IFDI an
amount not to exceed on an annual basis 0.25 of 1% of a Fund’s average net
assets of the Class E shares as either (1) a “distribution fee” to
finance the distribution of the Fund’s Class E shares, (2) a “service
fee” to finance shareholder servicing by IFDI, its affiliated companies,
broker-dealers who may sell Class E shares and other third-parties to
encourage and foster the maintenance of Class E shareholder accounts, or
as a combination of the two fees.  The
amounts shall be payable to IFDI daily or at such other intervals as the Board
of Directors may determine.  This
provision shall not be applicable to Class E shares of Ivy Money Market
Fund.


 


IV.  CLASS R


 


Distribution
and Service Fee


 


With respect toeach Fund
that offers Class R shares, the Company is authorized to pay to IFDI an
amount not to exceed on an annual basis 0.50 of 1% of a Fund’s average net
assets of its Class R shares as either (1) a “distribution fee” to
finance the distribution of a Fund’s Class R shares or (2) a “service
fee” to finance shareholder servicing by IFDI or its affiliated companies to
encourage and foster the maintenance of shareholder accounts of a Fund’s Class R
shares.  The amounts shall be payable to
IFDI daily or at such other intervals as the Board of Directors may determine.


 


IV.  CLASS Y


 


Distribution
Fee


 


With respect to each Fund,
subject to the limitation on total plan fees set forth below, the Company is
authorized to pay to IFDI an amount not to exceed on an annual basis 0.25 of 1%
of each Fund’s average net assets of its Class Y shares as a “distribution
fee” to finance the distribution of that Fund’s Class Y shares payable to
IFDI daily or at such other intervals as the Board of Directors may determine.


 


Service
Fee


 


With respect to each
Fund, subject to the limitation on total plan fees set forth below, the Company
is authorized to pay to IFDI an amount not to exceed on an annual basis 0.25 of
1% of each Fund’s average net assets of its Class Y shares as a “service
fee” to finance shareholder servicing by IFDI or its affiliated companies to
encourage and foster the maintenance of shareholder accounts of the particular
Fund’s Class Y shares.  The amounts
shall be payable to IFDI daily or at such other intervals as the Board of
Directors may determine.


 


Limitation
of Total Plan Fees


 


With respect to each
Fund, the Company is authorized to pay both a distribution fee and a service
fee to IFDI provided that the total amount of fees paid to IFDI pursuant to
this Plan shall not exceed on an annual basis 0.25 of 1% of the average net
assets of that Fund’s Class Y shares.


 


 

















 


V.  FINRA DEFINITION


 


For purposes of this
Plan, the distribution fee may be considered as a sales charge that is deducted
from the net assets of the applicable Class of shares of each Fund and
does not include the service fee.  The
service fee may be considered a payment made by the Company with respect to
each Fund for personal service and/or maintenance of the shareholder accounts
of the applicable Class of shares, provided, however, if the Financial
Industry Regulatory Authority (“FINRA”), adopts a definition of “service fee”
for purposes of Article III Section 26(b) of its Rules of
Fair Practice that differs from the definition of “service fee” as used herein,
or if the NASD adopts a related definition intended to define the same concept,
the definition of “service fee” as used herein shall be automatically amended
to conform to the FINRA definition.


 


VI.  QUARTERLY REPORTS


 


Any person authorized to
direct the disposition of monies paid or payable by a Fund pursuant to the Plan
or any related agreement shall provide to the Board of Directors of the
Company, and the Board of Directors shall review at least quarterly, a written
report of the amounts so expended of the distribution fee and the service fee
paid to IFDI under this Plan with respect to each Class of shares of each
Fund and the purposes for which such expenditures were made with respect to
such Class of shares of each Fund.


 


VII.  APPROVAL OF PLAN


 


This Plan shall not
become effective as to a Class or Fund until it has been approved by a
vote of at least a majority (as defined in the Act) of the outstanding voting
securities of the affected Class or the Fund.  With respect to the submission of the Plan
for such a vote, it shall have been effectively approved with respect to a Class of
shares of a Fund if a majority of the outstanding voting securities of the Class of
shares of the Fund votes for approval of the Plan, notwithstanding that the
matter has not been approved by a majority of the outstanding voting securities
of the Company or any other Fund or Class of shares.


 


The Plan shall not become
effective as to a Class or Fund until it has been approved by a vote of
the Board of Directors of the Company and by the Directors who are not
interested persons of the Company and have no direct or indirect financial
interest in the operation of the Plan or any agreement related to this Plan
(other than as Directors or shareholders of the Company) (“Independent
Directors”) cast in person at a meeting called for the purpose of voting on
such Plan and any related agreements.


 


VIII.  CONTINUANCE


 


This Plan shall continue
in effect as to each Fund and each Class of shares for a period of one (1) year
and thereafter from year to year only so long as such continuance is approved
by the Directors, including the Independent Directors, as specified hereinabove
for the adoption of the Plan by the Directors and Independent Directors with
respect to that Class of shares of that Fund.


 


IX.  TERMINATION


 


This Plan may be
terminated at any time by a vote of a majority of the Independent Directors as
to any Fund or Class of shares by a vote of the majority of the
outstanding shares of that Class or Fund without penalty.  On termination, the payment of all
distribution and service fees shall cease, and the Company shall have no obligation
to IFDI to reimburse it for any expenditure it has made or may make to
distribute a Fund’s Class of shares or services shareholder accounts of a
particular Class of shares.


 


X.  AMENDMENTS


 


This Plan may not be
amended to increase materially the amount to be spent for distribution or
services without approval by the shareholders of the affected Class of
shares of the affected Fund, and all material amendments of this Plan must be
approved in the manner prescribed for the adoption of the Plan by the Board of
Directors and Independent Directors as provided hereinabove.  The distribution and service fees may,
however, be reduced by action of the Board of Directors without shareholder
approval.


 


 

















 


XI.  RELATED AGREEMENTS


 


Any agreement related to
the Plan shall be in writing and shall provide: (a) that such agreement
may be terminated at any time as to a Fund or Class of shares, without
payment of any penalty, by vote of a majority of the Independent Directors or
by vote of a majority of the outstanding voting securities of a Fund or Class of
shares, on not more than sixty (60) days’ written notice to any other party to
the agreement; and (b) that such agreement shall terminate automatically
in the event of its assignment.


 


XII.  DIRECTORS


 


While this Plan is in
effect, the selection and nomination of Independent Directors shall be
committed to the discretion of the Independent Directors.


 


XIII.  RECORDS


 


The Company shall
preserve copies of the Plan, any related agreement and any report made pursuant
to paragraph VI hereof, for a period of not less than six (6) years from
the date of the Plan, such agreement or report, as the case may be, the first
two (2) years of which shall be in an easily accessible place.


 


XIV.  SEVERABILITY


 


The provisions of this
Plan are severable with respect to each Class of shares and each Fund.


 


XV.  LIMITATION OF LIABILITY


 


It is understood and
expressly stipulated that neither the holders of shares of a Fund nor any
Director, officer, agent or employee of the Company shall be personally liable
hereunder, nor shall any resort be had to other private property for the
satisfaction of any claim or obligation hereunder, but the Company only shall
be liable.


 


IN
WITNESS WHEREOF, the
Company has adopted this Amended and Restated Distribution and Service Plan as
of this 18th day of May, 2009.


 


	
   

  	
  IVY FUNDS, INC.

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Henry J. Herrmann

  	
   

  
	
   

  	
   

  	
  Henry J.
  Herrmann, President