Exhibit 10.22


 


INVESTMENT
MANAGEMENT AGREEMENT


 


 


THIS AGREEMENT,
originally made the 9th day of April, 2003, by and between IVY FUNDS
(hereinafter called the “Trust”), on behalf of Ivy Dividend Income Fund, a
series of the Trust, and Ivy Investment Management Company (hereinafter called “IICO”),
f.k.a. Waddell & Reed Ivy Investment Company, as amended and restated
effective November 16, 2005, and amended to include each series of the
Trust listed in Appendix A (collectively hereinafter called “Funds”),


 


WITNESSETH:


 


In consideration of the
mutual promises and agreements herein contained and other good and valuable
consideration, the receipt of which is hereby acknowledged, it is hereby agreed
by and between the parties hereto as follows:


 


I.            In General


 


IICO agrees to act as
investment adviser to the Funds with respect to the investment of its assets
and in general to supervise the investments of the Funds, subject at all times
to the direction and control of the Board of Trustees of the Funds, all as more
fully set forth herein.


 


IL          Duties of IICO with respect to investment of assets of
Fund.


 


A. IICO shall regularly
provide investment advice to the Funds and shall, subject to the succeeding
provisions of this section, continuously supervise the investment and
reinvestment of cash, securities or other property comprising the assets of the
investment portfolios of the Funds; and in furtherance thereof, IICO
shall:


 


I . obtain and evaluate
pertinent information about significant developments and economic, statistical
and financial data, domestic, foreign or otherwise, whether affecting the
economy generally or one or more of the portfolios of the Funds, and whether
concerning the individual companies whose securities are included in one or
more of the Funds’ portfolios or the industries in which they
engage, or with respect to securities which IICO considers desirable for
inclusion in one or more of the
Funds’ portfolios;


 


2.   furnish
continuously an investment program for each of the portfolios of the Funds;


 


3.   determine what securities shall be purchased
or sold by the Funds;


 


4.   take, on
behalf of the Funds, all actions which appear to IICO necessary to carry into
effect such investment programs and supervisory functions as aforesaid,
including the placing of purchase and sale orders.


 


B. IICO shall make
appropriate and regular reports to the Board of Trustees of the Funds on the
actions it takes pursuant to Section ILA. above. Any investment programs


 

















 


furnished by IICO under
this section, or any supervisory function taken hereunder by IICO shall at all
times conform to and be in accordance with any requirements imposed by:


 


1.  the provisions of the Investment Company Act
of 1940 and any rules or regulations in force thereunder;


 


2.  any other applicable provision of law;


 


3.  the provisions of the Declaration of Trust as
amended from time to time;


 


4.  the provisions of the Bylaws of the Trust as
amended from time to time;


 


5.  the terms of the registration statement of the
Funds, as amended from time to time, under the Securities Act of 1933 and the
Investment Company Act of 1940, including any supplements to the prospectuses)
and statement of additional information contained in such registration
statement.


 


C.  Any
investment programs furnished by IICO under this section or any supervisory
functions taken hereunder by IICO shall at all times be subject to any
directions of the Board of Trustees of the Funds, its Executive Committee, or
any committee or officer of the
Funds acting pursuant to authority given by the Board of Trustees.


 


III.       Allocation
of Expenses


 


The expenses of the Funds
and the expenses of IICO in performing its functions under this Agreement shall
be divided into two classes, to wit: (i) those expenses which will be paid
in full by IICO as set forth in subparagraph “A” hereof, and (ii) those
expenses which will be paid in full by the Funds, as set forth in subparagraph “B”
hereof.


 


A.    With
respect to the duties of 1100 under Section II above, it shall pay in
full, except as to the brokerage and research services acquired through the
allocation of commissions as provided in Section IV hereinafter, for (a) the
salaries and employment benefits of all employees of IICO who  are
engaged in providing these advisory services; (b) adequate office space
and suitable office equipment for such employees; and (c) all telephone
and communications costs relating to such functions. In addition, IICO
shall pay the fees and expenses of all trustees of the Funds who are affiliated with IICO or an
affiliated corporation and the salaries and employment benefits of all officers
of the Funds who are affiliated persons of IICO.


 


B.    The Funds
shall pay in full for all of their expenses which are not listed above (other
than those assumed by IICO or one of its affiliates in its capacity as
principal underwriter of the shares of the Funds, as Shareholder Servicing
Agent or as Accounting Services Agent for the Funds), including (a) the
costs of preparing and printing prospectuses and reports to shareholders of the
Funds, including mailing costs; (b) the costs of printing all proxy
statements and all other costs and expenses of meetings of shareholders of the
Funds (unless the Funds and IICO shall otherwise agree); (c) interest,
taxes, brokerage commissions and premiums on fidelity and other insurance; (d) audit
fees and expenses of independent accountants and legal fees and expenses of
attorneys, but not of attorneys who are employees


 


 


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of IICO or an affiliated
company; (e) fees and expenses of its trustees not affiliated with Ivy
Funds Distributor, Inc.; (f) custodian fees and expenses; (g) fees
payable by the Funds under the Securities Act of 1933, the Investment Company
Act of 1940, and the securities or “Blue-Sky” laws of any jurisdiction; (h) fees
and assessments of the Investment Company Institute or any successor
organization; (i) such nonrecurring or extraordinary expenses as may
arise, including litigation affecting the Funds, and any indemnification by the
Funds of its officers, trustees, employees and agents with respect thereto; (j) the
costs and expenses provided for in any Shareholder Servicing Agreement or
Accounting Services Agreement, including amendments thereto, contemplated by
subsection C of this Section III. In the event that any of the foregoing
shall, in the first instance, be paid by IICO, the Funds shall pay the same to
IICO on presentation of a statement with respect thereto.


 


C.
IICO, or an affiliate of IICO, may also act as (i) transfer agent or
shareholder servicing agent of the Funds and/or as (ii) accounting
services agent of the Funds if at the time in question there is a separate
agreement, “Shareholder Servicing Agreement” and/or “Accounting Services
Agreement,” covering such functions between the Funds and IICO, or such
affiliate. The entity, whether IICO, or its affiliate, which is the party to
either such Agreement with the Funds is referred to as the “Agent.” Each such Agreement shall provide in substance
that it shall go into effect, or be amended, or a new agreement covering the
same topics between the Funds and the Agent maybe entered into, only if the
terms of such Agreement, such amendment or such new agreement have been
approved by the Board of Trustees of the Funds, including the vote of a majority
of the trustees who are not “interested persons” as defined in the Investment
Company Act of 1940, of either party to the Agreement, such amendment or such
new agreement (considering IICO to be such a party even if at the time in
question the Agent is an affiliate of IICO), cast in person at a meeting called
for the purpose of voting on such approval. Such a vote is referred to as a “independent
trustee” vote. Each such Agreement shall also provide in substance for its
continuance, unless terminated, for a specified period which shall not exceed
two years from the date of its execution and from year to year thereafter only
if such continuance is specifically approved at least annually by a independent
trustee vote, and that any independent trustee vote shall include a
determination that (i) the Agreement, amendment, new agreement or
continuance in question is in the best interests of the Funds and its
shareholders; (ii) the services to be performed under the Agreement, the
Agreement as amended, new agreement or agreement to be continued are services
required for the operation of the Funds; (iii) the Agent can provide
services the nature and quality of which are at least equal to those provided
by others offering the same or similar services; and (iv) the fees for
such services are fair and reasonable in light of the usual and customary
charges made by others for services of the same nature and quality. Any such
Agreement may also provide in substance that any independent trustee vote may
be conditioned on the favorable vote of the holders of a majority (as defined
in or under the Investment Company Act of 1940) of the outstanding shares of
each class or series of the Funds. Any such Agreement shall also provide in
substance that it may be terminated by the Agent at any time without penalty
upon giving the Funds one hundred twenty (120) days’ written notice (which
notice may be waived  by the Funds) and may be
terminated by the Funds at any time without penalty upon giving the Agent sixty
(60) days’ written notice (which notice may be waived by the Agent), provided
that such termination by the Funds shall be directed or approved by the vote of
a majority of the Board of Trustees in office at the time or by the vote of the
holders of a majority (as defined in or under the Investment Company Act of
1940) of the outstanding shares of each class or series of the Funds.


 


 


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IV.       Brokerage


 


A.    IICO may
select brokers to effect the portfolio transactions of the Funds on the basis
of its estimate of their ability to obtain, for reasonable and competitive
commissions, the best execution of particular and related portfolio
transactions. For this purpose, “best execution” means prompt and reliable
execution at the most favorable price obtainable. Such brokers may be selected
on the basis of all relevant factors including the execution capabilities
required by the transaction or transactions, the importance of speed,
efficiency, or confidentiality, and the willingness of the broker to provide
useful or desirable investment research andlor special execution services. IICO
shall have no duty to seek advance competitive commission bids and may select
brokers based solely on its current knowledge of prevailing commission rates.


 


B.    Subject to
the foregoing, IICO shall have discretion, in the interest of the Funds,
to direct the execution of its portfolio transactions to brokers who provide
brokerage and/or research services (as such services are defined in Section 28(e) of
the Securities Exchange Act of 1934) for the Funds and/or other accounts for
which IICO exercises “investment discretion” (as that term is defined in Section 3(a)(35)
of the Securities Exchange Act of 1934); and in connection with such
transactions, to pay commission in excess of the amount another adequately
qualified broker would have charged if IICO determines, in good faith, that
such commission is reasonable in relation to the value of the brokerage and/or
research services provided by such broker, viewed in terms of either that
particular transaction or the overall responsibilities of IICO with respect to
the accounts for which it exercises investment discretion. In reaching such
determination, IICO will not be required to attempt to place a specified
dollar amount on the brokerage and/or research services provided by such
broker; provided that IICO shall be prepared to demonstrate that such
determinations were made in good faith, and that all commissions paid by the
Funds over a representative period selected by its Board of Trustees were
reasonable in relation to the benefits to the Funds.


 


V.        Compensation of IICO


 


A.     As compensation in full for services
rendered and for the facilities and personnel furnished under sections I, II,
and IV of this Agreement, the Funds will pay to IICO for each day the fee
specified in Appendix B hereto.


 


B.         The amounts payable to IICO shall be determined as of the
close of business each day; shall, except as set forth below, be based upon the
value of net assets computed in accordance with the Declaration of Trust of the
Funds; and shall be paid in arrears whenever requested by IICO. In computing
the value of the net assets of the Funds, there shall be excluded the amount
owed to the Funds with respect to shares which have been sold but not yet paid
to the Funds by Ivy Funds Distributor, Inc.


 


 


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VI.        Undertakings of IICO; Liabilities


 


A.    IICO shall give to the Funds
the benefit of its best judgment, efforts and facilities in rendering advisory
services hereunder.


 


B.    IICO shall at all times be
guided by and be subject to the Funds’ investment policies, the provisions of
its Declaration of Trust and Bylaws as each shall from time to time be amended,
and to the decision and determination of then Funds’ Board of Trustees.


 


C.    This Agreement shall be
performed in accordance with the requirements of the Investment Company Act of
1940, the Investment Advisers Act of 1940, the Securities Act of 1933, and the
Securities Exchange Act of 1934, to the extent that the subject matter of this
Agreement is within the purview of such Acts. Insofar as applicable to IICO, as
an investment adviser and affiliated person of the Funds, IICO shall
comply with the provisions of the Investment Company Act of 1940, the
Investment Advisers Act of 1940 and the respective rules and regulations
of the Securities and Exchange Commission thereunder.


 


D.    In the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of obligations
or duties hereunder on the part of IICO, it shall not be subject to liability
to the Funds or to any stockholder of the Funds for any act or omission in the
course of or connected with rendering services thereunder or for any losses
that may be sustained in the purchase, holding or sale of any security.


 


VII. Duration of this
Agreement


 


This Agreement shall become effective at the start of
business on the date hereof and shall continue in effect, unless terminated as
hereinafter provided, for a period of one year and from year-to-year thereafter
only if such continuance is specifically approved at least annually by the
Board of Trustees, including the vote of a majority of the trustees who are not
parties to this Agreement or “interested persons” (as defined in the Investment Company Act of
1940) of any such party, cast in person at a meeting called for the purpose of
voting on such approval, or by the vote of the holders of a majority (as so
defined) of the outstanding voting securities of a series of the Funds with respect
to that series and by the vote of a majority of the trustees who are not
parties to this Agreement or “interested persons” (as so defined) of any such
party, cast in person at a meeting called for the purpose of voting on such
approval.


 


VIII. Termination


 


This Agreement may be
terminated by IICO at any time without penalty upon giving the Funds one
hundred twenty (120) days written notice (which notice may be waived by the
Funds) and may be terminated by the Funds at any time without penalty upon
giving IICO sixty (60) days written notice (which notice may be waived by
IICO), provided that such termination by the Funds shall be directed or
approved by the vote of a majority of the Board of Trustees in office at the
time or by the vote of a majority (as defined in the Investment Company Act of
1940) of the outstanding voting securities of the Funds. This Agreement shall
automatically terminate in the event of its assignment, the term “assignment” for this


 


 


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purpose having the
meaning defined in Section 2(a)(4) of the Investment Company Act of
1940 and the rules and regulations thereunder.


 


 


IN WITNESS WHEREOF, the
parties hereto have caused the foregoing instrument to be executed by their
duly authorized officers and their corporate seal to be hereunto affixed, all
as of the day and year first above written.


 


 


	
  (Seal)

  	
  IVY FUNDS

  
	
   

  	
  on behalf of the Funds
  listed in Appendix A

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
         /s/
  Kristen A. Richards

  	
   

  
	
   

  	
   

  	
  Kristen A. Richards,
  Vice President

  	
   

  
	
   

  	
   

  
	
  ATTEST:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
        /s/
  Megan E. Bray

  	
   

  
	
   

  	
  Megan E. Bray,
  Assistant Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Seal)

  	
  IVY INVESTMENT

  
	
   

  	
  MANAGEMENT COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/
  Henry J. Herrmann

  	
   

  
	
   

  	
   

  	
  Henry J. Herrmann,
  President

  	
   

  
							



 


 


ATTEST:


 


	
  By:

  	
        /s/
  Wendy J. Hills

  	
   

  
	
   

  	
  Wendy J. Hills,
  Secretary

  	
   

  



 


 


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IVY FUNDS


 


 


INVESTMENT MANAGEMENT
AGREEMENT


 


APPENDIX A


 


 


List of Funds


 


 


Effective April 9,
2003:


 


Ivy Dividend Income Fund


 


 


Approved November 29,
2006:


 


Ivy Managed EuroPacific
Fund


Ivy Managed International
Opportunities Fund


 


 


Approved February 13,
2008:


 


Ivy Global Strategic
Income Fund


 


 

















 


IVY FUNDS


 


INVESTMENT
MANAGEMENT AGREEMENT




APPENDIX B




FEE SCHEDULE


 


 


A
cash fee  computed each day
on the net asset value for each Fund at the annual rate listed below*:


 


Ivy
Dividend Income Fund


	
  Net Assets

  	
   

  	
  Fee

  
	
   

  	
   

  	
   

  
	
  Up to $1 billion

  	
   

  	
  0.70% of net assets

  
	
  Over $1 billion and up
  to $2 billion

  	
   

  	
  0.65% of net assets

  
	
  Over $2 billion and up
  to $3 billion

  	
   

  	
  0.60% of net assets

  
	
  Over $3 billion

  	
   

  	
  0.55% of net assets

  



 


Ivy
Global Strategic Income Fund 


	
  Net Assets

  	
   

  	
  Fee

  
	
  Up to $500 million

  	
   

  	
  0.625%
  of net assets

  
	
  Over $500 million and
  up to $1 billion

  	
   

  	
  0.60% of net assets

  
	
  Over $1 billion and up
  to $1.5 billion

  	
   

  	
  0.55% of net assets

  
	
  Over $1.5 billion

  	
   

  	
  0.50% of net assets

  



 


 


Ivy Managed European/Pacific Fund


 


 


A cash fee computed each
day on the net assets of the Fund
at the annual rate of 0.05% of net assets.


 


Ivy
Managed International Opportunities Fund


 


 


A cash fee computed each
day on the net assets of the Fund at the annual rate of 0.05% of net assets.


 


 


*If the Fund’s net
assets are less than $25 million, Ivy Investment Management Company has agreed
to waive the management fee, subject to its right to change or modify this
waiver.


 


 


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