Exhibit 10.24


 


INVESTMENT
MANAGEMENT AGREEMENT


 


 


THIS AGREEMENT, originally made the 31st day of
August, 1992, by and between IVY FUNDS, INC., f.k.a. Waddell & Reed
Funds, Inc. (hereinafter called “Corporation”), and Waddell &
Reed Investment Management Company, and assigned by Waddell & Reed
Investment Management Company on June 30, 2003 to Ivy Investment
Management Company (hereinafter called IICO), f.k.a. Waddell & Reed
Ivy Investment Company, and hereby amended and restated and effective November 15,
2005.


 


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:


 


1.        In
General


 


IICO agrees to act as
investment adviser to the Corporation with respect to the investment of its
assets and in general to supervise the investments of each series of the
Corporation as set forth in Exhibit A, and as amended from time to time,
subject at all times to the direction and control of the Board of Directors of
the Corporation, all as more fully set forth herein.


 


 11.        Duties of IICO with respect to
investment of assets of the Corporation.


 


A. IICO shall regularly
provide investment advice to the Corporation 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 Corporation; and in furtherance thereof, IICO
shall:


 


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 Corporation, and whether concerning the
individual companies whose securities are included in one or more of the
Corporation 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 Corporation’s portfolios;


 


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


 


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


 


4.   take, on behalf of the Corporation, 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 Directors of the Corporation 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 Articles of
Incorporation of the Corporation as amended from time to time;


 


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


 


5.   the terms of the registration statement of
the Corporation, as amended from time to time, under the Securities Act of 1933
and the Investment Company Act of 1940.


 


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 Directors of the Corporation, its Executive Committee, or any committee
or officer of the Corporation acting pursuant to authority given by the Board
of       :. Directors.


 


III.        Allocation of Expenses


 


The expenses of
the Corporation 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 1ICO as set forth in subparagraph “A” hereof, and
(ii) those expenses which will be paid in full by the Corporation, as set
forth in subparagraph “B” hereof.


 


A.   With respect to the duties of IICO 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 11CO 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 directors of the Corporation who are employees of
IICO or an affiliated corporation and the salaries and  employment benefits of all officers of
the Corporation who are affiliated persons of IICO.


 


B.    The Corporation shall pay in full for all of
its 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 Corporation., as Shareholder Servicing Agent or as


 


 


2

















 


Accounting Services Agent for the Corporation),
including (a) the costs of preparing and printing prospectuses and reports
to shareholders of the Corporation, including mailing costs; (b) the costs
of printing all proxy statements and all other costs and expenses of meetings
of shareholders of the Corporation (unless the Corporation and 11CO 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 of IICO or an affiliated company; (e) fees and
expenses of its directors not affiliated with Waddell & Reed, Inc.;
(f) custodian fees and expenses; (g) fees payable by the Corporation
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 Corporation, and any indemnification by the Corporation 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 IICO, the Corporation 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 Corporation and/or as (ii) accounting
services agent of the Corporation if at the time in question there is a
separate agreement, “Shareholder Servicing Agreement” and/or “Accounting
Services Agreement,” covering such functions between the Corporation and IICO,
or such affiliate. The corporation, whether IICO, or its affiliate, which is
the  party to either such
Agreement with the Corporation 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 Corporation and the Agent may be entered into, only if
the terms of such Agreement, such amendment or such new agreement have been
approved by the Board of Directors of the Corporation, including the vote of a
majority of the directors 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 “disinterested director” 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 director vote, and that any disinterested
director vote shall include a determination that (i) the Agreement,
amendment, new agreement or continuance in question is in the best interests of
the Corporation 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 Corporation; (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
director 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 Corporation. Any such
Agreement shall also provide in substance that it may be terminated by the Agent
at any time without penalty upon giving the Corporation one hundred twenty
(120) 


 


 


3

















 


days’ written notice (which notice may be waived by
the Corporation) and may be terminated by the Corporation 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 Corporation shall be directed
or approved by the vote of a majority of the Board of Directors of the Corporation
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 Corporation.


 


IV.        Brokerage


 


(a)    IICO may select brokers to effect the
portfolio transactions of the Corporation 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. 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 Corporation, 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 Corporation and/or other accounts for
which IICO or one or more of its affiliates exercise “investment discretion”
(as that term is defined in Section 3(x)(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 terns of
either that particular transaction or the overall responsibilities of IICO and
its investment advisory affiliates with respect to the accounts for which they
exercise 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 Corporation over a representative period
selected by its Board of Directors were reasonable in relation to the benefits
to the Corporation.


 


V.        Compensation of IICO


 


As compensation in full
for services rendered and for the facilities and personnel furnished under
sections 1, II, and IV of this Agreement, the Corporation will pay to IICO
for each day the fees specified in Exhibit A hereto.


 


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 Articles of Incorporation of the Corporation; and shall be paid in
arrears whenever requested by 11CO. In computing the value of the net assets of
the Corporation, there


 


 


4

















 


shall be excluded the amount owed to the Corporation
with respect to shares which have been sold but not yet paid to the Corporation
by Waddell & Reed, Inc.


 


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


 


VI.        Undertakings of IICO Liabilities


 


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


 


IICO shall at all times
be guided by and be subject to the Corporation’s investment policies, the provisions
of its Articles of Incorporation and Bylaws as each shall from time to time be
amended, and to the decision and determination of the Corporation’s Board of
Directors.


 


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 Corporation, 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.


 


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 Corporation or to any stockholder of the Corporation 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 Directors, including the vote of a
majority of the directors 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 each class or series of the Corporation and by the vote of
a majority of the directors 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 


 


 


5

















 


penalty upon giving the Corporation one hundred twenty
(120) days’ written notice (which notice; may be waived by
the Corporation) and may be terminated by the Corporation 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 Corporation shall be
directed or approved by the vote ofa majority of the Board of Directors of the
Corporation 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
Corporation. This Agreement shall automatically terminate in the event of its
assignment, the terns “assignment” for this
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.


 


	
   

  	
  IVY FUNDS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Mara Herrington

  	
   

  
	
   

  	
   

  	
  Mara D. Herrington

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
       /s/
  Megan E. Bray

  	
   

  	
   

  
	
   

  	
      Megan
  E. Bray

  	
   

  
	
   

  	
      Assistant
  Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  IVY INVESTMENT MANAGEMENT

  
	
   

  	
  COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Henry J. Herrmann

  	
   

  
	
   

  	
   

  	
  Henry J. Herrmann

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
       /s/
  Wendy J. Hills

  	
   

  	
   

  
	
   

  	
       Wendy
  J. Hills

  	
   

  
	
   

  	
       Secretary

  	
   

  
							



 


 

















 


EXHIBIT A TO
INVESTMENT MANAGEMENT AGREEMENT


 


IVY FUNDS, INC.


 


FEE SCHEDULES


 


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


 


	
  Asset Strategy 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

  
	
   

  	
   

  	
   

  
	
  Capital Appreciation Fund

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Net Assets

  	
   

  	
  Fee

  
	
  Up to $1 billion

  	
   

  	
  0.65% of net assets

  
	
  Over $1 billion and up to $2 billion

  	
   

  	
  0.60% of net assets

  
	
  Over $2 billion and up to $3 billion

  	
   

  	
  0.55% of net assets

  
	
  Over $3 billion

  	
   

  	
  0.50% of net assets

  
	
   

  	
   

  	
   

  
	
  Core Equity 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 and up to $5 billion

  	
   

  	
  0.55% of net assets

  
	
  Over $5 billion and up to $6 billion

  	
   

  	
  0.525% of net assets

  
	
  Over $6 billion

  	
   

  	
  0.50% of net assets

  
	
   

  	
   

  	
   

  
	
  Energy Fund

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Net Assets

  	
   

  	
  Fee

  
	
  Up to $1 billion

  	
   

  	
  0.85% of net assets

  
	
  Over $1 billion and up to $2 billion

  	
   

  	
  0.83% of net assets

  
	
  Over $2 billion and up to $3 billion

  	
   

  	
  0.80% of net assets

  
	
  Over $3 billion

  	
   

  	
  0.76% of net assets

  
	
   

  	
   

  	
   

  
	
  High 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

  



 


 


7

















 


	
  Large
  Cap Growth 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

  
	
   

  	
   

  
	
  Limited-Term Bond Fund

  	
   

  
	
   

  	
   

  
	
  Net Assets

  	
  Fee

  
	
  Up to $500 million

  	
  0.50% of net assets

  
	
  Over $500 million and up to $1 billion

  	
  0.45% of net assets

  
	
  Over $1 billion and up to $1.5 billion

  	
  0.40% of net assets

  
	
  Over $1.5 billion

  	
  0.35% of net assets

  
	
   

  	
   

  
	
  Mid Cap Growth Fund

  	
   

  
	
   

  	
   

  
	
  Net Assets

  	
  Fee

  
	
  Up to $1 billion

  	
  0.85% of net assets

  
	
  Over $1 billion and up to $2 billion

  	
  0.83% of net assets

  
	
  Over $2 billion and up to $3 billion

  	
  0.80% of net assets

  
	
  Over $3 billion

  	
  0.76% of net assets

  



 


Money
Market Fund


 


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


 


	
  Municipal
  Bond Fund

  	
   

  
	
   

  	
   

  
	
  Net Assets

  	
  Fee

  
	
  Up to $500
  million

  	
  0.525% of net assets

  
	
  Over $500
  million and up to $1 billion

  	
  0.50% of net assets

  
	
  Over $1 billion
  and up to $1.5 billion

  	
  0.45% of net assets

  
	
  Over $1.5
  billion

  	
  0.40% of net assets

  
	
   

  	
   

  
	
  Municipal
  High Income Fund

  	
   

  
	
   

  	
   

  
	
  Net Assets

  	
  Fee

  
	
  Up to $1 billion

  	
  0.525% of net assets

  
	
  Over $1 billion
  and up to $2 billion

  	
  0.50% of net assets

  
	
  Over $2 billion
  and up to $3 billion

  	
  0.45% of net assets

  
	
  Over $3 billion

  	
  0.40% of net assets

  



 


 

















 


Science
and Technology Fund


 


	
  Net
  Assets

  	
  Fee

  
	
   

  	
   

  
	
  Up to$1 billion

  	
  0.85% of net assets

  
	
  Over $1 billion
  and up to $2 billion

  	
  0.83% of net assets

  
	
  Over $2 billion
  and up to $3 billion

  	
  0.80% of net assets

  
	
  Over $3 billion

  	
  0.76% of net assets

  
	
   

  	
   

  
	
  Small
  Cap Growth Fund

  	
   

  
	
   

  	
   

  
	
  Net Assets

  	
  Fee

  
	
  Up to $1 billion

  	
  0.85% of net assets

  
	
  Over $1 billion
  and up to $2 billion

  	
  0.83% of net assets

  
	
  Over $2 billion
  and up to $3 billion

  	
  0.80% of net assets

  
	
  Over $3 billion

  	
  0.76% of net assets

  
	
   

  	
   

  
	
  Tax-Managed
  Equity Fund

  	
   

  
	
   

  	
   

  
	
  Net Assets

  	
  Fee

  
	
  Up to $1 billion

  	
  0.65% of net assets

  
	
  Over $1 billion
  and up to $2 billion

  	
  0.60% of net assets

  
	
  Over $2 billion
  and up to $3 billion

  	
  0.55% of net assets

  
	
  Over $3 billion

  	
  0.50% of net assets

  



 


 


As originally Amended and Effective June 30,
2000.


 


As Amended and Restated and Effective November 16,
2005.


 


As Amended, Effective and Approved May 15, 2009.


 


 


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