Exhibit 10.23


 


INVESTMENT MANAGEMENT AGREEMENT


 


 


THIS
AGREEMENT, originally made the 23rd day of July, 2003, by and between IVY FUNDS
(hereinafter called “Trust”), and IVY INVESTMENT MANAGEMENT COMPANY
(hereinafter called “IICO”), f.k.a. Waddell & Reed Ivy Investment
Company, with respect to the series of the Trust listed in Appendix A
(collectively hereinafter called “Funds”), and hereby amended and restated and
effective November 16, 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:


 


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
Trust, all as more fully set forth herein.


 


II.         Duties of IICO with respect to investment
of assets of the Funds


 


A.  IICO shall regularly provide investment
advice for 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 portfolio
of the Funds; 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 the
Funds, and whether concerning the individual companies whose securities or
other financial instruments are included in the Funds or the industries in
which they engage, or with respect to securities or other financial instruments
which IICO considers desirable for inclusion in the Funds;


 


2.  furnish continuously an investment program
for the Funds;


 


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


 


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


 


 

















 


B.  Subject to the provisions of this Agreement
and the requirements of the Investment Company Act of 1940 (and any rules or
regulations in force thereunder), IICO is authorized to appoint one or
more qualified investment sub-advisers (each, a “Sub-Adviser”) to provide the
Funds with certain services required by this Agreement.  Each Sub-Adviser shall have such investment
discretion and shall make all determinations with respect to the investment of
the Funds’ assets as shall be assigned to that Sub-Adviser by WRIICO and the
purchase and sale of portfolio securities and other financial instruments with
respect to those assets.


 


Subject
to the supervision and direction of the Board of Trustees of the Trust, IICO
shall:


 


1.  have overall supervisory responsibility for
the general management and investment of the Funds’ assets;


 


2.  determine the allocation and reallocation of
assets among the Sub-Advisers, if any; and


 


3.  have full investment discretion to make all
determinations with respect to the investment of Funds’ assets not otherwise
assigned to a Sub-Adviser.


 


IICO
shall research and evaluate each Sub-Adviser, if any, including: performing
initial due diligence on prospective Sub-Advisers and monitoring each
Sub-Adviser’s ongoing performance; communicating performance expectations and
evaluations to each Sub-Adviser; and recommending to the Board of Trustees of
the Trust whether a Sub-Adviser’s contract should be renewed, modified or
terminated.  When appropriate, IICO
shall also recommend to the Board of Trustees of the Trust changes or additions
to the Sub-Advisers.


 


C.  IICO shall make appropriate and regular
reports to the Board of Trustees of the Trust on the actions it takes pursuant
to Section II.A. or B. 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 of
the Trust as amended from time to time;


 


 


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


 


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


 


D.  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
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 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 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 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.  IICO shall compensate each of the Funds’
Sub-Advisers, if any.  In addition, IICO
shall pay the fees and expenses of all trustees of the Trust who are employees
of IICO or an affiliated corporation and the salaries and employment benefits
of all officers of the Trust 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 Trust 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 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
Trust of its officers, 


 


 


3

















 


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 corporation, whether
IICO, or its affiliate, which is the party to either such Agreement with Fund
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 Fund 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 Trustees of the Trust,
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 “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 the Funds and their 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 disinterested 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 Trust one hundred twenty
(120) days’ written notice (which notice may be waived by the Trust) and may be
terminated 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 Investment
Company Act of 1940) of the outstanding shares of each class or series of the
Funds.


 


IV.       Brokerage


 


 


4

















 


(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 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 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 WRIICO 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


 


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 fees specified in Appendix B 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 Fund; 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.


 


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, IICO will refund to the Funds the amount by which
such expenses exceed the lowest of such state limitations.


 


 


5

















 


VI.       Undertakings of IICO; Liabilities


 


IICO
shall give to the Funds 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 Funds’ investment
policies, the provisions of the Declaration of Trust and Bylaws of the Trust as
each shall from time to time be amended, and to the decision and determination
of Trust’s Board of Trustees.


 


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 Fund, 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 Fund, the Funds or 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 or financial instrument.


 


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 each class or series of the Funds 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
Trust one hundred twenty (120) days’ written notice (which notice may be waived
by Fund) and may be terminated by the Trust at any time without penalty upon
giving IICO sixty (60) days’ written notice (which notice may be waived by
RIICO), 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 


 


 


6

















 


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 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 and Secretary

  
	
   

  	
   

  	
   

  
	
  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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APPENDIX A TO INVESTMENT MANAGEMENT AGREEMENT


 


 


Ivy
Balanced Fund


Ivy
Bond Fund


Ivy
International Balanced Fund


Ivy
Mortgage Securities Fund


Ivy
Real Estate Securities Fund


Ivy
Small Cap Value Fund


Ivy
Value Fund


 


Effective
July 23, 2003


 


 


Ivy
Global Natural Resources Fund


 


Effective
September 9, 2004


 


 


Ivy
Micro Cap Growth Fund


 


Effective
November 12, 2008


 


 


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IVY FUNDS


 


APPENDIX B TO INVESTMENT MANAGEMENT AGREEMENT


 


 


FEE SCHEDULE


 


 


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


 


	
  Ivy Balanced 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 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

  
	
   

  	
   

  	
   

  
	
  Ivy Global Natural Resources Fund

  	
   

  	
   

  
	
  Net
  Assets

  	
   

  	
  Fee

  
	
  Up
  to $500 million

  	
   

  	
  1.00%
  of net assets

  
	
  Over
  $500 million and 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

  
	
   

  	
   

  	
   

  
	
  Ivy International Balanced 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

  



 


 


9

















 


	
  Ivy
  Micro Cap Growth Fund

  	
   

  	
   

  
	
  Net
  Assets

  	
   

  	
  Fee

  
	
  Up
  to $1 billion

  	
   

  	
  0.95%
  of net assets

  
	
  Over
  $1 billion and up to $2 billion

  	
   

  	
  0.93%
  of net assets

  
	
  Over
  $2 billion and up to $3 billion

  	
   

  	
  0.90%
  of net assets

  
	
  Over
  $3 billion

  	
   

  	
  0.86%
  of net assets

  
	
   

  	
   

  	
   

  
	
  Ivy Mortgage Securities 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

  
	
   

  	
   

  	
   

  
	
  Ivy Real Estate Securities Fund

  	
   

  	
   

  
	
  Net
  Assets

  	
   

  	
  Fee

  
	
  Up
  to $1 billion

  	
   

  	
  0.90%
  of net assets

  
	
  Over
  $1 billion and up to $2 billion

  	
   

  	
  0.87%
  of net assets

  
	
  Over
  $2 billion and up to $3 billion

  	
   

  	
  0.84%
  of net assets

  
	
  Over
  $3 billion

  	
   

  	
  0.80%
  of net assets

  
	
   

  	
   

  	
   

  
	
  Ivy Small Cap Value 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

  
	
   

  	
   

  	
   

  
	
  Ivy Value 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

  



 


 


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