Exhibit 10.26


 


INVESTMENT MANAGEMENT AGREEMENT


 


 


THIS
AGREEMENT, dated as of April 10, 2009, is entered into by and between Ivy
Funds Variable Insurance Portfolios (the “Trust”) and Waddell & Reed
Investment Management Company (“WRIMCO”), with respect to each series of the
Trust listed in Appendix A (each, a “Fund”).


 


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


 


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


 


II.         Duties
of WRIMCO with respect to investment of assets of the Trust


 


A.  WRIMCO shall regularly provide investment
advice to each Fund 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 each Fund; and in furtherance thereof, WRIMCO shall as to each Fund:


 


1.  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 Fund, and whether concerning the individual
companies whose securities are included in the Fund’s portfolios or the
industries in which they engage, or with respect to securities which WRIMCO
considers desirable for inclusion in the Fund’s portfolio;


 


2.  furnish continuously an investment program
for the Fund;


 


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


 


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


 


B.  WRIMCO shall make appropriate and regular
reports to the Board of Trustees of the Trust on the actions it takes pursuant
to Section II.A. above.  Any
investment programs furnished by WRIMCO under this section, or any supervisory
function taken hereunder by WRIMCO 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 Act, as amended (“1940 Act”) and any rules or regulations in force
thereunder;


 


2.  any other applicable provision of law;


 


3.  the provisions of the Trust Instrument of the
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 statements of
the Trust, as amended from time to time, under the Securities Act of 1933 and
the 1940 Act.


 


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


 


III.       Allocation of Expenses


 


The
expenses of the Trust and the expenses of WRIMCO 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 WRIMCO as set forth in subparagraph “A” hereof, and (ii) those
expenses which will be paid in full by each Fund, as set forth in subparagraph “B”
hereof.


 


A.  With respect to the duties of WRIMCO 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 WRIMCO 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, WRIMCO shall pay the fees and
expenses of all trustees of the Trust who are employees of WRIMCO or an
affiliated corporation and the salaries and employment benefits of all officers
of the Trust who are affiliated persons of WRIMCO.


 


B.  The Funds shall pay in full for all of their
respective expenses which are not listed above (other than those assumed by
WRIMCO or its affiliates in their respective capacities as principal
underwriter of the shares of each 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 Trust and WRIMCO shall otherwise agree); (c) interest, taxes,
brokerage commission 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 of WRIMCO or an affiliated
company; (e) fees and expenses of its trustees not affiliated with WRIMCO
or its affiliates; (f) custodian fees and expenses; (g) fees payable
by the Trust and/or the Funds under the Securities Act of 1933, the 1940 Act
and the securities or 


 


 


2

















 


“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 Trust
and/or the Funds, and any indemnification by the Trust of its officers,
directors, 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 WRIMCO, a
Fund shall pay the same to WRIMCO on presentation of a statement with respect
thereto.


 


C.  WRIMCO, or an affiliate of WRIMCO, may also
act as (i) transfer agent or shareholder servicing agent of each Fund of
the Trust and/or as (ii) accounting services agent of each Fund of the
Trust if at the time in question there is a separate agreement, “Shareholder
Servicing Agreement” and/or “Accounting Services Agreement,” covering such
functions between the Trust and WRIMCO or such affiliate.  The corporation, whether WRIMCO or its
affiliate, which is the party to such Agreement with the Trust is referred to
as the “Agent.”  Each such Agreement
shall provide in substance that it shall not go into effect, or be amended, or
a new agreement covering the same topics between the Trust and the Agent be
entered into as to a Fund, unless the terms of such Agreement, such amendment
or such new agreement have been approved by the Board of Trustees of the Trust,
including the vote of a majority of the trustees who are not “interested
persons” as defined in the 1940 Act, of either party to the Agreement, such
amendment or such new agreement (considering WRIMCO to be such a party even if
at the time in question the Agent is an affiliate of WRIMCO), cast in person at
a meeting called for the purpose of voting on such approval.  Such a vote is referred to as a “disinterested
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 disinterested trustee vote, and
that any disinterested trustee vote shall include a determination that (i) the
Agreement, amendment, new agreement or continuance in question is in the best
interests of each affected Fund 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 Fund; (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 disinterested trustee vote may be conditioned on
the favorable vote of the holders of a majority (as defined in or under the
1940 Act) of the outstanding shares of each class or series of the Trust.  Any such Agreement shall also provide in substance
that it may be terminated as to a Fund by the Agent at any time without penalty
upon giving the Trust one hundred twenty (120) days’ written notice (which
notice may be waived by the Trust) and may be terminated as to a Fund by the
Trust 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 Trust shall be directed or approved by the vote of a
majority of the Board of Trustees of the Trust in office at the time or by the
vote of the holders of a majority (as defined in or under the 1940 Act) of the
outstanding shares of each class or series of the Trust.


 


 


3

















 


IV.       Brokerage


 


A.  WRIMCO may select brokers to effect the
portfolio transactions of each Fund 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 and/or special execution services.  WRIMCO 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, WRIMCO 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
WRIMCO 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 WRIMCO 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 WRIMCO with respect
to the accounts for which it exercises investment discretion.  In reaching such determination, WRIMCO 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 WRIMCO 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
the Trust’s Board of Trustees were reasonable in relation to the benefits to
the Funds.


 


V.        Compensation of WRIMCO


 


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


 


The
amounts payable to WRIMCO 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 Trust Instrument; and shall be paid in arrears
whenever requested by WRIMCO.  In
computing the value of the net assets of each Fund, there shall be excluded the
amount owed to the Fund with respect to shares which have been sold but not yet
paid to the Fund by Waddell & Reed, Inc.


 


Notwithstanding
the foregoing, if the laws, regulations or policies of any state in which
shares of the Funds are qualified for sale limit the operation and management
expenses of the Funds, WRIMCO will refund to the Funds the amount by which such
expenses exceed the lowest of such state limitations.


 


 


4

















 


VI.       Undertakings of WRIMCO; Liabilities


 


WRIMCO
shall give to the Trust the benefit of its best judgment, efforts and
facilities in rendering advisory services hereunder.


 


WRIMCO
shall at all times be guided by and be subject to each Fund’s investment
policies, the provisions of the Trust Instrument and Bylaws of the Trust as
each shall from time to time be amended, and to the decision and determination
of the Trust’s Board of Trustees.


 


This
Agreement shall be performed in accordance with the requirements of the 1940
Act, 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 WRIMCO as an investment adviser and affiliated
person of the Trust, WRIMCO shall comply with the provisions of the 1940 Act,
the Investment Advisers Act of 1940 and the respective rules and
regulations of the Securities and Exchange Commission thereunder.


 


In
the absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of WRIMCO it shall not
be subject to liability to the Trust or to any shareholder of the Funds (direct
or beneficial) 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 on April 30, 2009, and shall continue in
effect as to a Fund, 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 1940 Act) 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 defined in the 1940 Act) of the outstanding
voting securities of the Fund.


 


VIII.     Termination


 


This
Agreement may be terminated as to a Fund by WRIMCO at any time without penalty
upon giving the Trust one hundred twenty (120) days’ written notice (which
notice may be waived by the Trust) and may be terminated as to a Fund by the
Trust at any time without penalty upon giving WRIMCO sixty (60) days’ written
notice (which notice may be waived by WRIMCO), provided that such termination
by the Trust shall be directed or approved by the vote of a majority of the
Board of Trustees of the Trust in office at the time or by the vote of a
majority (as defined in the 1940 Act) of the outstanding voting securities of
the affected Fund.  This Agreement shall
automatically terminate in the event of its assignment, the term “assignment”
for this purpose having the meaning defined in Section 2(a)(4) of the
1940 Act and the rules and regulations thereunder.


 


 


5

















 


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.


 


 


	
   

  	
  IVY FUNDS VARIABLE INSURANCE

  
	
   

  	
  PORTFOLIOS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Mara Herrington

  	
   

  
	
   

  	
   

  	
  Mara
  Herrington

  	
   

  
	
   

  	
   

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  
	
   

  	
   

  
	
  By:

  	
   /s/ Megan
  E. Bray

  	
   

  	
   

  
	
   

  	
  Megan E. Bray

  	
   

  	
   

  
	
   

  	
  Assistant Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WADDELL &
  REED INVESTMENT

  
	
   

  	
  MANAGEMENT
  COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/
  Henry J. Herrmann

  	
   

  
	
   

  	
   

  	
  Henry
  J. Herrmann

  	
   

  
	
   

  	
   

  	
  President

  	
   

  
								



 


	
  ATTEST:

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Wendy J. Hills

  	
   

  	
   

  
	
   

  	
  Wendy J. Hills

  	
   

  	
   

  
	
   

  	
  Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


 


6

















 


APPENDIX A


TO INVESTMENT MANAGEMENT AGREEMENT


 


 


Ivy Funds VIP Asset Strategy


Ivy Funds VIP Balanced


Ivy Funds VIP Bond


Ivy Funds VIP Core Equity


Ivy Funds VIP Dividend Opportunities


Ivy Funds VIP Energy


Ivy Funds VIP Growth


Ivy Funds VIP High Income


Ivy Funds VIP International Growth


Ivy Funds VIP Mid Cap Growth


Ivy Funds VIP Money Market


Ivy Funds VIP Science and Technology


Ivy Funds VIP Small Cap Growth


Ivy Funds VIP Value


Ivy Funds VIP Pathfinder Aggressive


Ivy Funds VIP Pathfinder Moderately Aggressive


Ivy Funds VIP Pathfinder Moderate


Ivy Funds VIP Pathfinder Moderately Conservative


Ivy Funds VIP Pathfinder Conservative


 


 


7

















 


APPENDIX B


TO INVESTMENT MANAGEMENT AGREEMENT


 


 


IVY FUNDS VARIABLE INSURANCE
PORTFOLIOS


 


FEE SCHEDULE


 


 


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


 


 


	
  Asset
  Strategy

  	
   

  	
   

  
	
  Net
  Assets

  	
   

  	
  Fee

  
	
  Up
  to $1 billion

  	
   

  	
  0.70%

  
	
  Over
  $1 billion and up to $2 billion

  	
   

  	
  0.65%

  
	
  Over
  $2 billion and up to $3 billion

  	
   

  	
  0.60%

  
	
  Over
  $3 billion

  	
   

  	
  0.55%

  
	
   

  	
   

  	
   

  
	
  Balanced

  	
   

  	
   

  
	
  Net
  Assets

  	
   

  	
  Fee

  
	
  Up
  to $1 billion

  	
   

  	
  0.70%

  
	
  Over
  $1 billion and up to $2 billion

  	
   

  	
  0.65%

  
	
  Over
  $2 billion and up to $3 billion

  	
   

  	
  0.60%

  
	
  Over
  $3 billion

  	
   

  	
  0.55%

  
	
   

  	
   

  	
   

  
	
  Bond

  	
   

  	
   

  
	
  Net
  Assets

  	
   

  	
  Fee

  
	
  Up
  to $1 billion

  	
   

  	
  0.475%

  
	
  Over
  $1 billion and up to $1.5 billion

  	
   

  	
  0.450%

  
	
  Over
  $1.5 billion

  	
   

  	
  0.400%

  
	
   

  	
   

  	
   

  
	
  Core
  Equity

  	
   

  	
   

  
	
  Net
  Assets

  	
   

  	
  Fee

  
	
  Up
  to $1 billion

  	
   

  	
  0.70%

  
	
  Over
  $1 billion and up to $2 billion

  	
   

  	
  0.65%

  
	
  Over
  $2 billion and up to $3 billion

  	
   

  	
  0.60%

  
	
  Over
  $3 billion

  	
   

  	
  0.55%

  
	
   

  	
   

  	
   

  
	
  Dividend
  Opportunities

  	
   

  	
   

  
	
  Net
  Assets

  	
   

  	
  Fee

  
	
  Up
  to $1 billion

  	
   

  	
  0.70%

  
	
  Over
  $1 billion and up to $2 billion

  	
   

  	
  0.65%

  
	
  Over
  $2 billion and up to $3 billion

  	
   

  	
  0.60%

  
	
  Over
  $3 billion

  	
   

  	
  0.55%

  



 


 


8

















 


	
  Energy

  	
   

  	
   

  
	
  Net
  Assets

  	
   

  	
  Fee

  
	
  Up
  to $1 billion

  	
   

  	
  0.85%

  
	
  Over
  $1 billion and up to $2 billion

  	
   

  	
  0.83%

  
	
  Over
  $2 billion and up to $3 billion

  	
   

  	
  0.80%

  
	
  Over
  $3 billion

  	
   

  	
  0.76%

  
	
   

  	
   

  	
   

  
	
  Growth

  	
   

  	
   

  
	
  Net
  Assets

  	
   

  	
  Fee

  
	
  Up
  to $1 billion

  	
   

  	
  0.70%

  
	
  Over
  $1 billion and up to $2 billion

  	
   

  	
  0.65%

  
	
  Over
  $2 billion and up to $3 billion

  	
   

  	
  0.60%

  
	
  Over
  $3 billion

  	
   

  	
  0.55%

  
	
   

  	
   

  	
   

  
	
  High
  Income

  	
   

  	
   

  
	
  Net
  Assets

  	
   

  	
  Fee

  
	
  Up
  to $500 million

  	
   

  	
  0.625%

  
	
  Over
  $500 million and up to $1 billion

  	
   

  	
  0.600%

  
	
  Over
  $1 billion and up to $1.5 billion

  	
   

  	
  0.550%

  
	
  Over
  $1.5 billion

  	
   

  	
  0.500%

  
	
   

  	
   

  	
   

  
	
  International
  Growth

  	
   

  	
   

  
	
  Net
  Assets

  	
   

  	
  Fee

  
	
  Up
  to $1 billion

  	
   

  	
  0.85%

  
	
  Over
  $1 billion and up to $2 billion

  	
   

  	
  0.83%

  
	
  Over
  $2 billion and up to $3 billion

  	
   

  	
  0.80%

  
	
  Over
  $3 billion

  	
   

  	
  0.76%

  
	
   

  	
   

  	
   

  
	
  Mid Cap Growth

  	
   

  	
   

  
	
  Net
  Assets

  	
   

  	
  Fee

  
	
  Up
  to $1 billion

  	
   

  	
  0.85%

  
	
  Over
  $1 billion and up to $2 billion

  	
   

  	
  0.83%

  
	
  Over
  $2 billion and up to $3 billion

  	
   

  	
  0.80%

  
	
  Over
  $3 billion

  	
   

  	
  0.76%

  



 


Money Market


A
cash fee computed each day on net asset values for the Fund at the annual rate
of 0.40% of net assets.


 


	
  Science &
  Technology

  	
   

  	
   

  
	
  Net
  Assets

  	
   

  	
  Fee

  
	
  Up
  to $1 billion

  	
   

  	
  0.85%

  
	
  Over
  $1 billion and up to $2 billion

  	
   

  	
  0.83%

  
	
  Over
  $2 billion and up to $3 billion

  	
   

  	
  0.80%

  
	
  Over
  $3 billion

  	
   

  	
  0.76%

  



 


 


9

















 


	
  Small
  Cap Growth

  	
   

  	
   

  
	
  Net
  Assets

  	
   

  	
  Fee

  
	
  Up
  to $1 billion

  	
   

  	
  0.85%

  
	
  Over
  $1 billion and up to $2 billion

  	
   

  	
  0.83%

  
	
  Over
  $2 billion and up to $3 billion

  	
   

  	
  0.80%

  
	
  Over
  $3 billion

  	
   

  	
  0.76%

  
	
   

  	
   

  	
   

  
	
  Value

  	
   

  	
   

  
	
  Net
  Assets

  	
   

  	
  Fee

  
	
  Up
  to $1 billion

  	
   

  	
  0.70%

  
	
  Over
  $1 billion and up to $2 billion

  	
   

  	
  0.65%

  
	
  Over
  $2 billion and up to $3 billion

  	
   

  	
  0.60%

  
	
  Over
  $3 billion

  	
   

  	
  0.55%

  
	
   

  	
   

  	
   

  
	
  W&R
  Target Pathfinder Aggressive

  
	
  W&R
  Target Pathfinder Moderately Aggressive

  
	
  W&R
  Target Pathfinder Moderate

  
	
  W&R
  Target Pathfinder Moderately Conservative

  
	
  W&R
  Target Pathfinder Conservative

  
	
  Net
  Assets

  	
   

  	
  Fee

  
	
  All
  net assets

  	
   

  	
  0.00%

  



 


 


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


 


 


10