UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ | Preliminary Proxy Statement | |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
☑ | Definitive Proxy Statement | |
☐ | Definitive Additional Materials | |
☐ | Soliciting Material Pursuant to §240.14a-12 |
Ivy Funds
InvestEd Portfolios
Ivy Variable Insurance Portfolios
(Names of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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IVY FUNDS
INVESTED PORTFOLIOS
IVY VARIABLE INSURANCE PORTFOLIOS
6300 Lamar Avenue
Overland Park, Kansas 66202
January 29, 2021
Dear Shareholder:
Two separate joint special meetings of the shareholders of the Ivy Funds, InvestEd Portfolios and Ivy Variable Insurance Portfolios (each individually, a “Trust,” and collectively, the “Trusts”) and each series of each Trust as set forth on Appendix A (each individually, a “Fund,” and collectively the “Funds”) will be held via audio teleconference on April 1, 2021. The first meeting will be held at 10:30 a.m., Central Time (the “First Meeting”) and the second meeting will be held at 12:00 p.m., Central Time (the “Second Meeting”) (each, a “Meeting” and collectively, the “Meetings”). You are receiving this letter because you were a shareholder of record of at least one Fund as of January 22, 2021 (the “Record Date”).
The Meetings are being held to approve matters important to your Fund relating to Macquarie Group Limited’s (“Macquarie Group”) proposed acquisition of Waddell & Reed Financial, Inc. (“WDR”). On December 2, 2020, WDR, the parent company of Ivy Investment Management Company (“IICO”), and Macquarie Group, including its asset management division Macquarie Asset Management (together, “Macquarie”), announced that they had entered into an agreement whereby Macquarie will acquire WDR (the “Transaction”). The Transaction is subject to approval by WDR’s shareholders and customary closing conditions, including receipt of applicable regulatory approvals. Subject to such approvals and the satisfaction of certain other conditions, the Transaction is expected to close by mid-2021 (the “Closing”). Upon the Closing of the Transaction, each Fund’s investment advisory agreement will automatically terminate in accordance with its terms and applicable regulations.
In order to help ensure that each Fund’s investment program continues uninterrupted upon the Closing, I am asking for your vote at the Meetings on the following proposals affecting the Funds, as well as to transact such other business as may properly come before the Meetings or any adjournments thereof:
First Meeting Proposal:
1. To elect fourteen (14) trustees to the Board of Trustees of each Trust.
Second Meeting Proposals:
1. | To approve a new investment advisory agreement for each Fund. |
2. | To approve each Fund’s ability to rely on a new manager of managers exemptive order. |
The Board of Trustees of each Trust has approved, and unanimously recommends that you vote FOR each proposal, including FOR all trustee nominees.
Detailed information about the proposals is contained in the enclosed materials. Please review and consider the enclosed materials carefully, and then please take a moment to vote.
Due to the coronavirus outbreak (COVID-19) and to support the health and well-being of our shareholders, employees, and community, the Meetings will be conducted exclusively via audio teleconference. Any shareholder wishing to participate in the Meetings telephonically can do so. If you were a record holder of Fund shares as of the Record Date, please email our proxy solicitor, Di Costa Partners, at meetinginfo@dicostapartners.com no later than 2:00 p.m. Eastern Time on March 31, 2021 to register. Please include the Fund’s name(s) in the subject line and provide your name and address in the body of the e-mail. Di Costa Partners will then e-mail you the
conference call dial-in information and instructions for voting during the Meetings. If you held Fund shares through an intermediary, such as a broker-dealer, as of the Record Date, and you want to participate in the Meetings, please e-mail Di Costa Partners at meetinginfo@dicostapartners.com no later than 2:00 p.m. Eastern Time on March 31, 2021 to register. Please include the Fund’s name(s) in the subject line and provide your name, address and proof of ownership as of the Record Date from your intermediary. Please be aware that if you wish to vote at the Meetings you must first obtain a legal proxy from your intermediary reflecting the Fund’s name(s), the number of Fund shares you held and your name and e-mail address. You may forward an e-mail from your intermediary containing the legal proxy or e-mail an image of the legal proxy to Di Costa Partners at meetinginfo@dicostapartners.com and put “Legal Proxy” in the subject line. Di Costa Partners will then e-mail you the conference call dial-in information and instructions for voting during the Meeting. The conference call dial-in number will only be active for the date and time of the Meetings. If you have any questions prior to the Meetings, please call Di Costa Partners at the phone number provided below.
Whether or not you plan to attend the Meetings via audio teleconference, your vote is needed.
Attendance at the Meetings will be limited to shareholders of the Funds and Trusts as of the close of business on January 22, 2021. You are entitled to receive notice of, and to vote at, each Meeting and any adjournment of each Meeting, even if you no longer hold shares of an applicable Fund. Your vote is important no matter how many shares you own. It is important that your vote be received no later than the time of each Meeting.
Voting is quick and easy. Everything you need is enclosed. You may vote by completing and returning your proxy card/voting instruction form in the enclosed postage-paid return envelope, by calling the toll-free telephone number listed on the enclosed proxy card/voting instruction form, or by visiting the Internet website listed on the enclosed proxy card/voting instruction form. You may receive more than one set of proxy materials if you hold shares in more than one account. Please be sure to vote each proxy card/voting instruction form you receive. If we do not hear from you, our proxy solicitor, Di Costa Partners, may contact you. This will ensure that your vote is counted even if you cannot or do not wish to attend the Meetings. If you have any questions about the proposals or how to vote, you may call Di Costa Partners at 833-290-2605 and a representative will assist you.
Your vote is important to us. Thank you for your response and for your investment.
Sincerely, |
Philip J. Sanders |
President of the Trusts |
IVY FUNDS
INVESTED PORTFOLIOS
IVY VARIABLE INSURANCE PORTFOLIOS
6300 Lamar Avenue
Overland Park, Kansas 66202
NOTICE OF JOINT SPECIAL MEETINGS OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that two separate joint special meetings of the shareholders of the Ivy Funds, InvestEd Portfolios and Ivy Variable Insurance Portfolios (each individually, a “Trust,” and collectively, the “Trusts”) and each series of each Trust as set forth on Appendix A (each individually, a “Fund,” and collectively the “Funds”) will be held via audio teleconference on April 1, 2021. The first meeting will be held at 10:30 a.m., Central Time (the “First Meeting”) and the second meeting will be held at 12:00 p.m., Central Time (the “Second Meeting”) (each, a “Meeting” and collectively, the “Meetings”). At the Meetings, shareholders will be asked to consider and vote upon the following proposals (collectively, the “Proposals,” with each being a “Proposal”) and to act upon any other business which may properly come before the Meetings or any adjournment or postponement thereof:
Shareholders Entitled to Vote | ||
First Meeting Proposal 1. To elect fourteen (14) trustees to the Board of Trustees of each Trust (the “Trustee Election Proposal”). Second Meeting Proposals 1. To approve a new investment advisory agreement for each Fund (the “New Investment Advisory Agreement Proposal”). 2. To approve each Fund’s ability to rely on a new manager of managers exemptive order (the “Manager of Managers Proposal”). | All shareholders of each Trust, voting separately All shareholders of each Fund, voting separately All shareholders of each Fund, voting separately |
The Board of Trustees of each Trust (collectively, the “Board”) has approved and unanimously recommends that you vote FOR all nominees in the Trustee Election Proposal, FOR the New Investment Advisory Agreement Proposal and FOR the Manager of Managers Proposal.
The Proposals are discussed in greater detail in the enclosed joint proxy statement. Please read the joint proxy statement carefully for information concerning the Proposals. The enclosed materials contain the Notice of Joint Special Meetings of Shareholders (the “Notice”), joint proxy statement and proxy card(s)/voting instruction form(s). A proxy card/voting instruction form is, in essence, a ballot. When you vote your proxy, it tells us how you wish to vote on important issues relating to the Fund. If you complete, sign and return the proxy card/voting instruction form, we will vote it as you indicated. If you simply sign, date and return the enclosed proxy card/voting instruction form, but do not specify a vote, your proxy will be voted FOR the Proposals and FOR each trustee nominee.
Shareholders of record of the Fund at the close of business on January 22, 2021 are entitled to receive notice of, and to vote at, each Meeting and any adjournments, postponements or delays thereof. It is important that your shares be voted at each Meeting. You may vote by telephone, Internet or by completing the enclosed proxy card(s)/voting instruction form(s) and returning it in the accompanying envelope as promptly as possible. You may also vote by attending the Meetings via audio teleconference.
REGARDLESS OF WHETHER YOU PLAN TO PARTICIPATE IN THE MEETINGS VIA AUDIO TELECONFERENCE, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD/VOTING INSTRUCTION FORM IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE OR VOTE BY TELEPHONE OR THROUGH THE INTERNET PURSUANT TO THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD/VOTING INSTRUCTION FORM.
If you attend the Meetings via audio teleconference and wish to vote at that time, you will be able to do so and your vote at the Meetings will revoke any proxy you may have submitted. Merely attending the Meetings via audio teleconference, however, will not revoke a previously given proxy.
Due to the coronavirus outbreak (COVID-19) and to support the health and well-being of our shareholders, employees, and community, the Meetings will be conducted exclusively via audio teleconference. Any shareholder wishing to participate in the Meetings telephonically can do so. If you were a record holder of the Fund shares as of January 22, 2021, please send an e-mail to the Fund’s proxy solicitor, Di Costa Partners, at meetinginfo@dicostapartners.com no later than 2:00 p.m. Eastern Time on March 31, 2021 to register. Please include the Fund’s name(s) in the subject line and provide your name and address in the body of the e-mail. Di Costa Partners will then e-mail you the conference call dial-in information and instructions for voting during the Meetings. If you held Fund shares through an intermediary, such as a broker-dealer, as of January 22, 2021, and you want to participate in the Meetings, please e-mail Di Costa Partners at meetinginfo@dicostapartners.com no later than 2:00 p.m. Eastern Time on March 31, 2021 to register. Please include the Fund’s name(s) in the subject line and provide your name, address and proof of ownership as of January 22, 2021 from your intermediary. Please be aware that if you wish to vote at the Meetings you must first obtain a legal proxy from your intermediary reflecting the Fund’s name(s), the number of Fund shares you held and your name and e-mail address. You may forward an e-mail from your intermediary containing the legal proxy or e-mail an image of the legal proxy to Di Costa Partners at meetinginfo@dicostapartners.com and put “Legal Proxy” in the subject line. Di Costa Partners will then e-mail you the conference call dial-in information and instructions for voting during the Meetings.
The conference call dial-in number will only be active for the date and time of the Meetings. If you have any questions prior to the Meetings, please call Di Costa Partners at 833-290-2605.
YOUR VOTE IS EXTREMELY IMPORTANT. NO MATTER HOW MANY SHARES YOU OWN, PLEASE SEND IN THE PROXY CARD/VOTING INSTRUCTION FORM, OR VOTE BY TELEPHONE OR THE INTERNET TODAY.
Important Notice Regarding the Internet Availability of Proxy Materials for the Meetings. This Notice and the joint proxy statement are available on the internet at www.eproxyaccess.com/ivy2021. On this webpage, you will be able to access the Notice, the joint proxy statement, any accompanying materials and any amendments or supplements to the foregoing material that are required to be furnished to shareholders. We encourage you to access and review all of the important information contained in the proxy materials before voting.
By Order of the Board of Trustees of Ivy Funds InvestEd Portfolios and Ivy Variable Insurance Portfolios |
Philip J. Sanders |
President of the Trusts January 29, 2021 |
JOINT PROXY STATEMENT
For
IVY FUNDS,
INVESTED PORTFOLIOS,
and
IVY VARIABLE INSURANCE PORTFOLIOS
6300 Lamar Avenue
Overland Park, Kansas 66202
Dated January 29, 2021
JOINT PROXY STATEMENT
FOR THE JOINT SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON APRIL 1, 2021
This joint proxy statement (“Joint Proxy Statement”) is being furnished to you in connection with the solicitation of proxies by the Boards of Trustees (each a “Board,” and collectively, the “Board” or the “Boards”) of the Ivy Funds, InvestEd Portfolios and Ivy Variable Insurance Portfolios (each individually, a “Trust,” and collectively, the “Trusts”) on behalf of each series of each Trust as set forth on Appendix A (each individually, a “Fund,” and collectively the “Funds”) to be held via audio teleconference on April 1, 2021. The first meeting will be held at 10:30 a.m., Central Time (the “First Meeting”) and the second meeting will be held at 12:00 p.m., Central Time (the “Second Meeting”) (each, a “Meeting” and collectively, the “Meetings”).
The Joint Proxy Statement provides you with information you should review before voting on the matters listed in the Notice of the Joint Special Meetings of Shareholders. Much of the information in this Joint Proxy Statement is required under rules of the U.S. Securities and Exchange Commission (“SEC”). If there is anything you do not understand, please contact us at our toll-free number 800-777-6472. This Joint Proxy Statement, the Notice of Joint Special Meetings of Shareholders and related proxy card(s)/voting instruction form(s) will be mailed to shareholders of the Funds beginning on or about February 8, 2021.
Proposals/Shareholders Entitled to Vote
The Meetings are being called to ask shareholders to consider and vote on the following proposals (collectively, the “Proposals,” with each referred to as a “Proposal”), which are described more fully below:
Shareholders Entitled to Vote | ||
First Meeting Proposal 1. To elect fourteen (14) trustees to the Board of Trustees of each Trust (the “Trustee Election Proposal”). Second Meeting Proposals 1. To approve a new investment advisory agreement for each Fund (the “New Investment Advisory Agreement Proposal”). 2. To approve each Fund’s ability to rely on a new manager of managers exemptive order (the “Manager of Managers Proposal”). | All shareholders of each Trust, voting separately All shareholders of each Fund, voting separately All shareholders of each Fund, voting separately |
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The Board has unanimously approved and recommends that you vote FOR all nominees in the Trustee Election Proposal, FOR the New Investment Advisory Agreement Proposal and FOR the Manager of Managers Proposal.
Shareholders of record of the Funds or Trusts as of the close of business on January 22, 2021 (the “Record Date”) are entitled to attend and to vote at the Meetings. As of the Record Date, the number of shares of each Fund outstanding and entitled to vote at the Meetings is set forth on Appendix B.
Due to the coronavirus outbreak (COVID-19) and to support the health and well-being of our shareholders, employees, and community, the Meetings will be conducted exclusively via audio teleconference. Instructions on how to vote whether you expect to attend the Meetings or not are provided under the section “VOTING PROCEDURES -How do I vote?” section of this Joint Proxy Statement.
TO ASSURE THE PRESENCE OF A QUORUM AT EACH MEETING, PLEASE PROMPTLY EXECUTE AND RETURN THE ENCLOSED PROXY CARD(S)/VOTING INSTRUCTION FORM(S). A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. ALTERNATIVELY, YOU MAY VOTE BY TELEPHONE OR THROUGH THE INTERNET AT THE NUMBER OR WEBSITE ADDRESS PRINTED ON THE ENCLOSED PROXY CARD/VOTING INSTRUCTION FORM.
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IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSALS
Below is a brief overview of the matters to be voted on at the Meetings. Your vote is important, no matter how large or small your holdings may be. Please read the full text of this Joint Proxy Statement, which contains additional information about the Proposals, and keep it for future reference.
OVERVIEW
What is the Transaction and why am I being asked to vote?
On December 2, 2020, Waddell & Reed Financial, Inc. (“WDR”), the parent company of Ivy Investment Management Company (“IICO”), and Macquarie Group, including its asset management division Macquarie Asset Management (together, “Macquarie”), announced that they had entered into an agreement whereby Macquarie will acquire WDR (the “Transaction”). The Transaction is subject to approval by WDR’s shareholders and customary closing conditions, including receipt of applicable regulatory approvals. Subject to such approvals and the satisfaction of certain other conditions, the Transaction is expected to close by mid-2021 (the “Closing”). One condition to the Closing of the Transaction is that WDR receive consents from its investment management clients, including the Funds but excluding institutional clients, representing a specified percentage of WDR’s investment advisory fee revenues as of an agreed upon date. If WDR does not receive the requisite consents, and the condition is not waived, or if the Transaction is not consummated for any other reason, the Transaction will not be consummated and the Proposals will not be implemented. These conditions are more fully described in the Merger Agreement that WDR filed with the SEC on December 2, 2020 on Form 8-K, Exhibit 2.1.
Upon the Closing of the Transaction, each Fund’s investment advisory agreement will automatically terminate in accordance with its terms and applicable law. As a result, in connection with the Transaction it is proposed that your Fund be managed by Delaware Management Company (“DMC”), a series of Macquarie Investment Management Business Trust (“MIMBT”), pursuant to a new investment advisory agreement (the “New Investment Advisory Agreement”). Under the New Investment Advisory Agreement, DMC will, among other things, have the ability to hire and terminate sub-advisers under its manager of managers exemptive order without shareholder approval and the Funds will become part of the Delaware Funds by Macquarie fund complex under the purview of a combined board with members from your existing Board and from the Delaware Funds by Macquarie board of trustees. This proxy seeks your vote to effectuate such changes.
How will I as a Fund shareholder be affected by the Transaction?
Your Fund investment will not change as a result of the Transaction. You will still own the same Fund shares and the underlying value of those shares will not change as a result of the Transaction. Your Fund’s portfolio managers will continue to manage your Fund(s) according to the same objectives and policies as before, albeit as Macquarie employees, and there are no plans to make significant changes to your Fund(s) other than implementing Macquarie’s global investment platforms for certain Funds, which would entail the engagement of affiliates of DMC as sub-adviser. In addition, for certain fixed income Funds, Macquarie intends to add DMC portfolio managers to the existing portfolio management team at the Closing. Integrating the Funds into the Delaware Funds by Macquarie fund complex will create a larger fund family that offers a broad range of equity, fixed-income, alternative and other investment options.
Is my Fund paying for the Transaction or this proxy solicitation?
No. The Funds will not bear any portion of the costs associated with the Transaction. All costs associated with this Joint Proxy Statement and the Meetings, including proxy solicitation costs, legal fees, and the costs of printing and mailing this Joint Proxy Statement, will be borne by WDR and Macquarie and their respective affiliates.
Will the Transaction be completed if the Proposals are not approved?
Provided all other conditions of the Transaction are met as described herein, the Closing may take place even if shareholders of a Fund do not approve the Proposals. If this should happen, the Board of such Fund would consider what additional actions to take, which could include continuing to solicit approval of the Proposals. In addition, the
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Board of each Fund approved interim investment advisory and sub-advisory agreements to permit continuity of management while solicitation continues. The terms of the interim investment advisory and sub-advisory agreements are identical to those of the current agreements except for the parties and term and escrow provisions required by applicable law.
Will the Proposals be implemented if the Transaction is not consummated?
No. If the Transaction is not consummated, the Proposals will not be implemented, even if the Proposals are approved by shareholders. This means that if the Transaction is not consummated, the following will occur even if approved by shareholders: the Trustee Nominees who are not current trustees will not serve as trustees of the Trusts and the existing Board as currently comprised will continue to oversee the Trusts; the New Investment Advisory Agreement will not take effect for any Fund; and the new manager of managers relief will not be implemented for any Fund.
Will the Proposals be implemented before the Closing of the Transaction?
No. If approved by shareholders, the Proposals, including the Trustee Election Proposal, will be implemented after the Closing of the Transaction.
How does the Board recommend that shareholders of each Fund vote on the Proposals?
Each Board unanimously approved and recommends that you vote FOR all nominees in the Trustee Election Proposal, FOR the New Investment Advisory Agreement Proposal and FOR the Manager of Managers Proposal.
Will one Proposal pass if the other Proposals are not approved?
Yes. None of the Proposals are contingent on the other Proposals being approved. The Trust or Funds will each vote separately on each Proposal. This means that approval of one Proposal by shareholders of one Fund is not contingent upon approval of the same Proposal by shareholders of the other Funds. For example, if one Fund approves the Manager of Managers Proposal and the other Funds do not, the Fund whose shareholders approved the Proposal will be able to rely on the new manager of managers exemptive order as described below.
FIRST MEETING - PROPOSAL 1: TO ELECT FOURTEEN (14) TRUSTEES TO THE BOARD OF TRUSTEES OF EACH TRUST
Why am I being asked to elect new Trustees?
Currently, the Board of Trustees of each Trust has nine members, eight of whom are Independent Trustees (as defined below). In connection with the Transaction, the Board has determined to increase the size of the Board of each Trust to fourteen members, to be comprised of three (3) existing trustees of each Trust and eleven (11) trustees from the Delaware Funds by Macquarie board. Among other things, the Board considered the background and experience of each trustee nominee, including each trustee nominee’s experience with the Funds or the Delaware Funds by Macquarie, and determined that each trustee nominee would provide valuable continuity and enhance the Board’s oversight of the Funds following the completion of the Transaction. Information about the trustee nominees, including age, principal occupations during the past five years, and other information, such as the trustee nominees’ experience, qualifications, attributes, or skills, is set forth in this Joint Proxy Statement.
SECOND MEETING - PROPOSAL 1: TO APPROVE A NEW INVESTMENT ADVISORY AGREEMENT FOR EACH FUND
Why am I being asked to approve the New Investment Advisory Agreement?
Upon the Closing of the Transaction, each Fund’s investment advisory agreement with IICO and, if applicable, investment sub-advisory agreement with its unaffiliated sub-adviser (“Unaffiliated Sub-Adviser”), will automatically terminate in accordance with its terms and applicable regulations, as discussed below. To preserve continuity of
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investment advisory services to your Fund, your Fund’s Board has recommended that you approve the proposed New Investment Advisory Agreement between the Trusts, on behalf of their Funds, and DMC.
DMC in turn has recommended, and the Board has approved, the appointment of the Funds’ Unaffiliated Sub-Advisers and certain DMC-affiliated sub-advisers (“Affiliated Sub-Advisers”), as applicable, under the manager of managers exemptive order discussed in the Manager of Managers Proposal, contingent upon a shareholder approval of such exemptive order for a Fund. Shareholder approval of the new sub-advisory agreements is not required.
A discussion of the proposed New Investment Advisory Agreement is contained in the New Investment Advisory Agreement Proposal of the Joint Proxy Statement, and the form of the proposed New Investment Advisory Agreement is attached hereto as Appendix H.
Who is DMC?
DMC is a series of MIMBT. MIMBT, a Delaware statutory trust, is an indirect, wholly-owned registered investment advisory subsidiary of Macquarie Group. DMC provides investment advisory services to registered investment companies within Delaware Funds by Macquarie, as well as to certain other affiliated registered investment companies.
Will my Fund’s contractual management fee rates increase?
No. The advisory fee schedules under the proposed New Investment Advisory Agreement with DMC are the same as the advisory fee schedules under the Funds’ current investment advisory agreements with IICO (the “Current Investment Advisory Agreements”).
Will the proposed New Investment Advisory Agreement result in any changes in the portfolio management, investment objective(s), or investment strategy of my Fund?
No. The proposed New Investment Advisory Agreement is not expected to result in any changes to any Fund’s investment objective(s) or investment strategy. Further, it is currently anticipated that the portfolio managers for each Fund will continue in such roles upon the Closing, albeit as Macquarie employees. For certain fixed income Funds, Macquarie intends to add DMC portfolio managers to the existing portfolio management team at the Closing. The Unaffiliated Sub-Advisers for certain of the Funds would also continue to manage their respective Funds pursuant to sub-advisory agreements with DMC that are substantially similar to those currently in place with IICO. In addition, if the proposed New Investment Advisory Agreement is approved, DMC may utilize certain Affiliated Sub-Advisers to leverage Macquarie’s global equity and/or global fixed income investment platform in providing advisory, trading and other services to the Funds, as described in this Joint Proxy Statement under “Macquarie’s Global Investment Platforms.”
How does the proposed New Investment Advisory Agreement with DMC differ from the Current Investment Advisory Agreements with IICO?
As described in the New Investment Advisory Agreement Proposal of the Joint Proxy Statement, the proposed New Investment Advisory Agreement with DMC for the Funds is substantially similar to the Funds’ Current Investment Advisory Agreements with IICO. The services that your Fund(s) will receive under the New Investment Advisory Agreement are expected to be substantially similar to those provided under the Current Investment Advisory Agreement. Please see the New Investment Advisory Agreement Proposal for a comparison of the proposed New Investment Advisory Agreement and the Current Investment Advisory Agreement.
What will happen if shareholders of my Fund do not approve the proposed New Investment Advisory Agreement before consummation of the Transaction?
Your Fund’s portfolio managers, as employees of Macquarie, will manage your Fund under an interim investment advisory agreement, but DMC must place its compensation for advisory services during this interim period in escrow, pending shareholder approval of the New Investment Advisory Agreement. Additionally, for Funds that currently are sub-advised by Unaffiliated Sub-Advisers, those Unaffiliated Sub-Advisers will continue to manage such Funds under
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interim sub-advisory agreements. The interim advisory and sub-advisory agreements are identical to the current advisory and sub-advisory agreements, except for the parties and term and escrow provisions required by applicable regulations.
SECOND MEETING - PROPOSAL 2: TO APPROVE EACH FUND’S ABILITY TO RELY ON A NEW MANAGER OF MANAGERS EXEMPTIVE ORDER
What is the Manager of Managers Proposal?
The Manager of Managers Proposal relates to a type of exemptive relief granted by the SEC known as a “manager of managers” order, that allows funds to hire sub-advisers and to make certain material changes to sub-advisory agreements without shareholder approval. Under this structure, an investment adviser has the ultimate responsibility, subject to oversight by the board of trustees, for overseeing funds’ sub-advisers and recommending to the board of trustees their hiring, termination, or replacement.
The Funds’ current investment adviser, IICO, has previously been granted a manager of managers order that allows it to hire unaffiliated sub-advisers and to make material amendments to the related sub-advisory contracts. In connection with the Transaction, it is proposed that the Funds approve a new manager of managers structure granted pursuant to a different type of exemptive order, which has been granted to DMC, that gives DMC authority to hire both affiliated and unaffiliated sub-advisers, and to make material amendments to the related sub-advisory contracts.
A vote to approve the new manager of managers relief under this Proposal will allow the Funds to continue to benefit from the use of a manager of managers structure, which was available to them under IICO, while expanding the relief to allow DMC to hire affiliated, along with unaffiliated, sub-advisers and to make material amendments to the related sub-advisory contracts.
How will the new managers of managers exemptive order affect the Funds?
The approval of the new manager of managers structure will not change the fees paid to the investment adviser by the Funds or fees paid by the Funds’ shareholders. If the Proposal is approved for a Fund, and the Board and the Fund’s investment adviser believe that the use of one or more sub-advisers would be beneficial for a Fund, your approval of the new manager of manager order would allow DMC to engage the sub-adviser, and change the sub-adviser, without incurring the costs related to a shareholder meeting and proxy solicitation. The appointment of a new sub-adviser is subject to Board approval and you would receive notification of each such engagement.
Why should shareholders approve the Manager of Managers Proposal?
Proxy solicitations can be a long and costly process for funds and without this exemptive relief, shareholder approval is required in order to hire a new sub-adviser or to change certain material terms of a related sub-advisory agreement. In addition, due to the Transaction, and as discussed in more detail herein, the Funds will now have access to the Affiliated Sub-Advisers on Macquarie’s global equity and/or global fixed income investment platforms; the new manager of manager order would enable the Funds to leverage the expertise of such Affiliated Sub-Advisers efficiently and in a cost-effective manner. If the Funds approve the new manager of managers order that includes both affiliated and unaffiliated sub-advisers, it would permit the Funds’ investment adviser to recommend and hire a broader universe of sub-advisers in a cost-effective and timely manner, which the Boards believe will benefit the Funds and their shareholders.
VOTING PROCEDURES
Why did you send me this booklet?
You are receiving this booklet because you were a shareholder of one or more Funds as of the close of business on January 22, 2021 (the “Record Date”). This booklet includes the Joint Proxy Statement. It provides you with information you should review before providing voting instructions on the matters listed above. The words “you” and
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“shareholder” are used in this Joint Proxy Statement to refer to the person or entity that has voting rights or is being asked to provide voting instructions in connection with the shares.
Who is asking for my vote?
The Board has sent a Joint Proxy Statement to you and all other shareholders of record who have a beneficial interest in a Fund as of the Record Date. The Board is soliciting your vote for the Proposals discussed herein.
Who is eligible to vote?
Shareholders holding an investment in shares of any of the Funds as of the close of business on the Record Date are eligible to vote. Shareholders of the Funds on the Record Date will be entitled to one vote for each share (and a proportional fractional vote for each fraction of a share held.) No shares have cumulative voting rights in the election of Trustees.
Ivy Variable Insurance Portfolios (“Ivy VIP”) sells its shares only to the separate accounts of certain select insurance companies (“Participating Insurance Companies”) to fund certain variable life insurance policies and variable annuity contracts (“Policies”). The shares of Ivy VIP are currently sold only to variable life insurance separate accounts and variable annuity separate accounts (hereinafter collectively referred to as the “Variable Accounts”) as a funding vehicle for the Policies offered by the Variable Accounts of Participating Insurance Companies. Each of the Variable Accounts has a sub-account (“Sub-Account”), the assets of which are invested in shares of Ivy VIP.
Owners of the Policies issued by each Participating Insurance Company (“Policyowners”) who select a portfolio for investment through a Variable Account have a beneficial interest in an Ivy VIP Fund, but do not invest directly in or hold shares of an Ivy VIP Fund. The Participating Insurance Company that uses an Ivy VIP Fund as an investment option is, in most cases, the actual shareholder of the Ivy VIP Fund and, as the legal owner of the Ivy VIP Fund’s shares, has voting power with respect to the shares. Each Participating Insurance company is the legal owner of all Ivy VIP Fund shares held by the Variable Accounts of that Participating Insurance Company. In accordance with its view of applicable law, each Participating Insurance Company is soliciting voting instructions from its Policyowners with respect to all matters to be acted upon at the Meetings. The Policyowners permitted to give instructions for the Ivy VIP Fund and the number of Fund shares for which instructions may be given will be determined as of the Record Date. The numbers of votes which a Policyowner has the right to instruct will be calculated separately for each Variable Account. That number will be determined by applying the Policyowner’s percentage interest, if any, in the Sub-Account holding shares of the Fund to the total number of votes attributable to that Sub-Account. All Ivy VIP Fund shares held by the Variable Accounts of a Participating Insurance Company will be voted in accordance with voting instructions received from its Policyowners. Each Participating Insurance Company will vote Ivy VIP Fund shares attributable to its Policies as to which no timely instructions are received, and any Ivy VIP Fund shares held by that Participating Insurance Company as to which Policyowners have no beneficial interest, in proportion to the voting instructions, including withholds or abstentions, which are received with respect to its Policies participating in the Ivy VIP Fund. The effect of such proportional voting is that a small number of Policyowners may determine the outcome of the vote.
For purposes of this Joint Proxy Statement, the terms “shareholder,” “you,” and “your” may refer to Policyowners and to Variable Accounts and Participating Insurance Companies, as direct owners of shares of the Ivy VIP Funds, and any other direct shareholders of the Funds, unless the context otherwise requires.
How do I vote?
Due to the coronavirus outbreak (COVID-19) and to support the health and well-being of our shareholders, employees, and community, the Meetings will be conducted exclusively via audio teleconference. Any shareholder wishing to participate in the Meetings telephonically can do so. If you were a record holder of the Fund shares as of the Record Date, please email Di Costa Partners at meetinginfo@dicostapartners.com no later than 2:00 p.m. Eastern Time on March 31, 2021 to register. Please include the Fund’s name(s) in the subject line and provide your name and address in the body of the e-mail. Di Costa Partners will then e-mail you the conference call dial-in information and instructions for voting during the Meetings. If you held Fund shares through an intermediary, such as a broker-dealer, as of the Record Date, and you want to participate in the Meetings, please email Di Costa Partners
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at meetinginfo@dicostapartners.com no later than 2:00 p.m. Eastern Time on March 31, 2021 to register. Please include the Fund’s name(s) in the subject line and provide your name, address and proof of ownership as of the Record Date from your intermediary. Please be aware that if you wish to vote at the Meetings you must first obtain a legal proxy from your intermediary reflecting the Fund’s name(s), the number of Fund shares you held and your name and e-mail address. You may forward an e-mail from your intermediary containing the legal proxy or e-mail an image of the legal proxy to Di Costa Partners at meetinginfo@dicostapartners.com and put “Legal Proxy” in the subject line. Di Costa Partners will then e-mail you the conference call dial-in information and instructions for voting during the Meetings.
The conference call dial-in number will only be active for the date and time of the Meetings. If you have any questions prior to the Meetings, please call Di Costa Partners at the phone number provided above.
If you do not expect to be present at the Meetings via audio teleconference and wish to vote your shares, please vote your proxy in accordance with the instructions included on the enclosed proxy card(s)/voting instruction form(s). If your proxy is properly returned, shares represented by it will be voted at the Meetings in accordance with your instructions for the Proposals. If your proxy is properly executed and returned and no choice is specified on the proxy card(s)/voting instruction form(s) with respect to the Proposals, the proxy will be voted FOR the approval of the Proposals and FOR approval of each trustee nominee and in accordance with the judgment of the person appointed as proxy upon any other matter that may properly come before the Meetings. Shareholders who execute proxies may revoke or change their proxy at any time prior to the time it is voted by delivering a written notice of revocation, by delivering a subsequently dated proxy by mail, telephone or the Internet or by attending the Meetings via audio teleconference and voting at the Meetings. If you revoke a previous proxy, your vote will not be counted unless you attend the Meetings via audio teleconference and vote or legally appoint another proxy to vote on your behalf.
If you own your shares through a bank, broker-dealer or other third-party intermediary who holds your shares of record, and you wish to attend the Meetings via audio teleconference and vote your shares or revoke a previous proxy at the Meetings, you must request a legal proxy from such bank, broker-dealer or other third-party intermediary. If your proxy has not been revoked, the shares represented by the proxy will be cast at the Meetings and any adjournments thereof. Attendance by a shareholder at the Meetings via audio teleconference does not, in itself, revoke a proxy.
How can I obtain more information about the Funds?
You may speak to a representative of Di Costa Partners, who can assist you with any questions, by calling 833-290-2605. Copies of each Trust’s Annual Report for the most recently completed fiscal year previously have been mailed or made available to shareholders. This Joint Proxy Statement should be read in conjunction with each Annual Report. You can obtain copies of the Annual Reports, without charge, by writing to the respective Trust or to Ivy Distributors, Inc. (“IDI”) at 6300 Lamar Avenue, Overland Park, Kansas 66202, or by calling 888-923-3355. You should receive the reports within three business days of your request. Copies of these reports are also available free of charge at www.ivyinvestments.com.
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FIRST MEETING - PROPOSAL 1
TO ELECT FOURTEEN (14) TRUSTEES TO THE BOARD OF TRUSTEES OF EACH TRUST (“TRUSTEE ELECTION PROPOSAL”)
Introduction
In connection with the Transaction, the Board has determined to increase the size of the Board of each Trust to fourteen members, to be comprised of existing trustees of each Trust and trustees from the Delaware Funds by Macquarie board of trustees. Among other things, the Board considered the background and experience of each trustee nominee, including each trustee’s experience with the Funds or the Delaware Funds by Macquarie, and determined that each trustee nominee would provide valuable continuity and enhance the Board’s oversight of the Funds following the completion of the Transaction.
At the First Meeting, shareholders of each Trust will be asked to elect the following nominees to serve as Trustees on the Board of each Trust: Jerome D. Abernathy, Thomas L. Bennett, Ann D. Borowiec, Joseph W. Chow, H. Jeffrey Dobbs, John A. Fry, Joseph Harroz, Jr., Lucinda S. Landreth, Sandra A. J. Lawrence, Frances A. Sevilla-Sacasa, Thomas K. Whitford, Christianna Wood, Janet L. Yeomans, and Shawn K. Lytle (the “Trustee Nominees”). The Board currently consists of nine Trustees: James M. Concannon, H. Jeffrey Dobbs, James D. Gressett, Joseph Harroz, Jr., Glendon E. Johnson, Jr., Sandra A. J. Lawrence, Frank J. Ross, Jr., Michael G. Smith, and Philip J. Sanders (the “Current Trustees”).
If each Trustee Nominee is approved, the Board of each Trust would consist of fourteen Trustees. Eleven of the Trustee Nominees — Jerome D. Abernathy, Thomas L. Bennett, Ann D. Borowiec, Joseph W. Chow, John A. Fry, Lucinda S. Landreth, Frances A. Sevilla-Sacasa, Thomas K. Whitford, Christianna Wood, Janet L. Yeomans, and Shawn K. Lytle — would be added to the Board and are currently trustees on the Delaware Funds by Macquarie board. Three of the Trustee Nominees — Joseph Harroz, Jr., Sandra A. J. Lawrence, and H. Jeffrey Dobbs — currently serve on the Board and have previously been elected by shareholders of each Trust or appointed to serve by that Board, and would continue to serve on the Board after the Meeting. Except for Mr. Lytle, each Trustee would be considered to not be an “interested person” of the Trusts (as such term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”). Should Mr. Lytle be elected to the Board of each Trust by that Trust’s shareholders, he would be considered an “interested” Trustee because of his position with Macquarie (the “Interested Trustee”).
At a meeting held on January 12, 2021, the Board, at the recommendation of the Trusts’ Governance Committee, nominated each Trustee Nominee for election to the Board of each Trust. Mr. Abernathy, Mr. Bennett, Ms. Borowiec, Mr. Chow, Mr. Dobbs, Mr. Fry, Mr. Harroz, Ms. Landreth, Ms. Lawrence, Ms. Sevilla-Sacasa, Mr. Whitford, Ms. Wood, and Ms. Yeomans were recommended by the current Independent Trustees.
If elected, the Trustee Nominees will serve as Trustees effective only upon the Closing of the Transaction. If the Transaction is not consummated, the Trustee Nominees who are not Current Trustees will not serve as Trustees of the Trusts, even if elected by shareholders.
Information about the Trustee Nominees
The persons named in the accompanying form of proxy intend to vote at the First Meeting (unless directed not to vote) FOR the election of each Trustee Nominee set forth below. All Trustee Nominees have indicated that they will serve on the Board, and the Board has no reason to believe that any of them will become unavailable to continue to serve as Trustees. If a Trustee Nominee is unavailable to serve for any reason, the persons named as proxies will vote for such other Trustee Nominees nominated by the current Independent Trustees. Under the Declarations of Trust and By-laws, a Trustee may serve as a Trustee until he or she dies, resigns or is removed from office.
Independent Trustee Nominees
The thirteen Independent Trustee Nominees, their term of office and length of time served (as applicable), their principal business occupations during the past five years, the number of portfolios overseen by the Trustee Nominees
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(or the number of portfolios they will oversee should they be elected by shareholders, as applicable) and other directorships, if any, held by the Trustee Nominees are shown below.
NAME, ADDRESS AND YEAR OF BIRTH | POSITION(S) HELD OR TO BE HELD WITH THE TRUSTS | TRUSTEE SINCE | PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS | NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN OR TO BE OVERSEEN | OTHER DIRECTORSHIPS HELD DURING PAST 5 YEARS |
Jerome D. Abernathy 100 Independence, 610 Market Street Philadelphia, PA 19106-2354 1959 | Trustee | N/A | Managing Member, Stonebrook Capital Management, LLC (financial technology: macro factors and databases) (January 1993–Present) | 161 | None |
Thomas L. Bennett 100 Independence, 610 Market Street Philadelphia, PA 19106-2354 1947 | Chair and Trustee | N/A | Private Investor (March 2004–Present) | 161 | None |
Ann D. Borowiec 100 Independence, 610 Market Street Philadelphia, PA 19106-2354 1958 | Trustee | N/A | Chief Executive Officer, Private Wealth Management (2011–2013) and Market Manager, New Jersey Private Bank (2005–2011)—J.P.Morgan Chase & Co. | 161 | Director—Banco Santander International (October 2016–December 2019) Director—Santander Bank, N.A. (December 2016– December 2019) |
Joseph W. Chow 100 Independence, 610 Market Street Philadelphia, PA 19106-2354 1953 | Trustee | N/A | Private Investor (April 2011–Present) | 161 | Director and Audit Committee Member—Hercules Technology Growth Capital, Inc. (July 2004–July 2014) |
H. Jeffrey Dobbs 6300 Lamar Avenue Overland Park, KS 66202 1955 | Trustee | Ivy Funds: 2019 InvestEd: 2019 Ivy VIP: 2019 | Global Sector Chairman, Industrial Manufacturing—KPMG LLP (2010-2015) | 161 | Director—Valparaiso University (2012-Present) Director—TechAccel LLC (2015-Present) (Tech R&D) Board Member—Kansas City Repertory Theatre (2015-Present) Board Member—PatientsVoices, Inc. (healthcare) (2018-Present) Kansas City Campus for Animal Care (2018-Present) Director—National Association of Manufacturers (2010- 2015) Director—The Children’s Center (2003-2015) Director—Metropolitan Affairs Coalition (2003-2015) |
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NAME, ADDRESS AND YEAR OF BIRTH | POSITION(S) HELD OR TO BE HELD WITH THE TRUSTS | TRUSTEE SINCE | PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS | NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN OR TO BE OVERSEEN | OTHER DIRECTORSHIPS HELD DURING PAST 5 YEARS |
Director—Michigan Roundtable for Diversity and Inclusion (2003-2015) Trustee—Ivy NextShares (2019) Trustee—Ivy VIP (2019-Present) (28 portfolios overseen) Trustee—InvestEd Portfolios (2019-Present) (10 portfolios overseen) Trustee—Ivy High Income Opportunities Fund (2019-Present) (1 portfolio overseen) | |||||
John A. Fry 100 Independence, 610 Market Street Philadelphia, PA 19106-2354 1960 | Trustee | N/A | President—Drexel University (August 2010–Present) President—Franklin & Marshall College (July 2002–June 2010) | 161 | Director; Compensation Committee and Governance Committee Member—Community Health Systems (May 2004–Present) Director—Drexel Morgan & Co. (2015–December 2019) Director and Audit Committee Member— vTv Therapeutics Inc. (2017–Present) Director and Audit Committee Member—FS Credit Real Estate Income Trust, Inc. (2018–Present) Director and Audit Committee Member—Federal Reserve Bank of Philadelphia (January 2020–Present) |
Joseph Harroz, Jr. 6300 Lamar Avenue Overland Park, KS 66202 1967 | Trustee | Ivy Funds: 1998 InvestEd: 2001 Ivy VIP: 1998 | President (2020-Present), Interim President (2019-2020), Vice President (2010-2019) and Dean (2010-2019)—College of Law, University of Oklahoma Managing Member—Harroz Investments, LLC, (commercial enterprises) (1998-2019) Managing Member—St. Clair, LLC (commercial enterprises) (2019-Present) | 161 | Director—OU Medicine, Inc. (2020-Present) Director and Shareholder—Valliance Bank (2007-Present) Director—Foundation Healthcare (formerly Graymark HealthCare) (2008-2017) Trustee—the Mewbourne Family Support Organization (2006 - present) (non-profit) Independent Director—LSQ Manager, Inc. (real estate) (2007-2016) |
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NAME, ADDRESS AND YEAR OF BIRTH | POSITION(S) HELD OR TO BE HELD WITH THE TRUSTS | TRUSTEE SINCE | PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS | NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN OR TO BE OVERSEEN | OTHER DIRECTORSHIPS HELD DURING PAST 5 YEARS |
Director—Oklahoma Foundation for Excellence (non-profit) (2008-Present) Independent Chairman and Trustee—Waddell & Reed Advisors Funds (Independent Chairman: 2015-2018; Trustee: 1998-2018) Independent Chairman and Trustee—Ivy NextShares (2016-2019) Independent Chairman and Trustee—Ivy VIP (Independent Chairman: 2015-Present; Trustee: 1998-Present) (28 portfolios overseen) Independent Chairman and Trustee—InvestEd Portfolios (Independent Chairman: 2015-Present; Trustee: 2001-Present) (10 portfolios overseen) Independent Chairman and Trustee—Ivy High Income Opportunities Fund (2013-Present) (1 portfolio overseen) | |||||
Lucinda S. Landreth 100 Independence, 610 Market Street Philadelphia, PA 19106-2354 1947 | Trustee | N/A | Private Investor (2004–Present) | 161 | None |
Sandra A. J. Lawrence 6300 Lamar Avenue Overland Park, KS 66202 1957 | Trustee | Ivy Funds: 2019 InvestEd: 2019 Ivy VIP: 2019 | Retired Formerly, Chief Administrative Officer—Children’s Mercy Hospitals and Clinics (2016-2019); and CFO—Children’s Mercy Hospitals and Clinics (2005-2016) | 161 | Director—Hall Family Foundation (1993-Present) Director—Westar Energy (utility) (2004-2018) Trustee—Nelson-Atkins Museum of Art (non-profit) (2007-2020) Director—Turn the Page KC (non-profit) (2012-2016) Director—Kansas Metropolitan Business and Healthcare |
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NAME, ADDRESS AND YEAR OF BIRTH | POSITION(S) HELD OR TO BE HELD WITH THE TRUSTS | TRUSTEE SINCE | PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS | NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN OR TO BE OVERSEEN | OTHER DIRECTORSHIPS HELD DURING PAST 5 YEARS |
Coalition (non-profit) (2017-2019) Director—National Association of Corporate Directors (non-profit) (2017-Present) Director—American Shared Hospital Services (medical device) (2017-Present) Director—Evergy, Inc., Kansas City Power & Light Company, KCP&L Greater Missouri Operations Company, Westar Energy, Inc. and Kansas Gas and Electric Company (related utility companies) (2018-Present) Director—Stowers (research) (2018) CoChair—Women Corporate, Directors (director education) (2018-2020) Trustee—Ivy NextShares (2019) Trustee—Ivy VIP (2019-Present) (28 portfolios overseen) Trustee—InvestEd Portfolios (2019-Present) (10 portfolios overseen) Trustee—Ivy High Income Opportunities Fund (2019-Present) (1 portfolio overseen) | |||||
Frances A. Sevilla-Sacasa 100 Independence, 610 Market Street Philadelphia, PA 19106-2354 1956 | Trustee | N/A | Private Investor (January 2017–Present) Chief Executive Officer— Banco Itaú International (April 2012–December 2016) Executive Advisor to Dean (August 2011–March 2012) and Interim Dean (January 2011–July 2011)—University of Miami School of Business Administration President—U.S. Trust Bank of America Private Wealth Management (Private Banking) (July 2007–December 2008) | 161 | Director; New Senior Investment Group Inc. (real estate investment trust) (January 2021 – Present) Trust Manager and Audit Committee Chair—Camden Property Trust (August 2011–Present) Director; Strategic Planning and Reserves Committee and Nominating and Governance Committee Member—Callon Petroleum Company (December 2019–Present) Director; Audit Committee |
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NAME, ADDRESS AND YEAR OF BIRTH | POSITION(S) HELD OR TO BE HELD WITH THE TRUSTS | TRUSTEE SINCE | PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS | NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN OR TO BE OVERSEEN | OTHER DIRECTORSHIPS HELD DURING PAST 5 YEARS |
Member—Carrizo Oil & Gas, Inc. (March 2018–December 2019) | |||||
Thomas K. Whitford 100 Independence, 610 Market Street Philadelphia, PA 19106-2354 1956 | Trustee | N/A | Vice Chairman (2010–April 2013)—PNC Financial Services Group | 161 | Director—HSBC North America Holdings Inc. (December 2013–Present) Director—HSBC USA Inc. (July 2014–Present) Director—HSBC Bank USA, National Association (July 2014–March 2017) Director—HSBC Finance Corporation (December 2013–April 2018) |
Christianna Wood 100 Independence, 610 Market Street Philadelphia, PA 19106-2354 1959 | Trustee | N/A | Chief Executive Officer and President—Gore Creek Capital, Ltd. (August 2009–Present) | 161 | Director; Finance Committee and Audit Committee Member— H&R Block Corporation (July 2008–Present) Director; Investments Committee, Capital and Finance Committee and Audit Committee Member—Grange Insurance (2013–Present) Trustee; Chair of Nominating and Governance Committee and Member of Audit Committee—The Merger Fund (2013–Present), The Merger Fund VL (2013–Present), WCM Alternatives: Event-Driven Fund (2013–Present), and WCM Alternatives: Credit Event Fund (December 2017–Present) Director; Chair of Governance Committee and Audit Committee Member—International Securities Exchange (2010–2016) |
Janet L. Yeomans 100 Independence, 610 Market Street Philadelphia, PA 19106-2354 1948 | Trustee | N/A | Vice President and Treasurer (January 2006–July 2012), Vice President—Mergers & Acquisitions (January 2003–January 2006), and Vice President and Treasurer (July 1995–January 2003)—3M Company | 161 | Director; Personnel and Compensation Committee Chair; Member of Nominating, Investments, and Audit Committees for various periods throughout directorship—Okabena Company (2009–2017) |
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Interested Trustee Nominee
The Interested Trustee Nominee, his term of office and length of time served (or the length of time served should he be elected by shareholders), his principal business occupations during the past five years, the number of portfolios overseen by the Interested Trustee Nominee (or the number of portfolios he will oversee should he be elected by shareholders) and other directorships, if any, held by the Interested Trustee Nominee are shown below. If elected, Mr. Lytle would be an Interested Trustee by virtue of his position as Global Head of Macquarie Investment Management and Head of Americas – Macquarie Group.
NAME, ADDRESS AND YEAR OF BIRTH | POSITION(S) HELD OR TO BE HELD WITH THE TRUSTS | TRUSTEE SINCE | PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS | NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN OR TO BE OVERSEEN | OTHER DIRECTORSHIPS HELD | |
Shawn K. Lytle 100 Independence, 610 Market Street Philadelphia, PA 19106-2354 1970 | Trustee | N/A | Global Head of Macquarie Investment Management (January 2019 – Present); Head of Americas of Macquarie Group (December 2017 – Present); Deputy Global Head of Macquarie Investment Management (2017 – 2019); President of Macquarie Investment Management Americas (2015 – 2017) | 161 | Trustee—UBS Relationship Funds, SMA Relationship Trust, and UBS Funds (May 2010– April 2015) |
Trustee Qualifications
The Governance Committee of the Board of the Trusts is responsible for identifying, evaluating and recommending candidates to the Board. The Governance Committee reviews the background and the educational, business and professional experience of candidates and the candidates’ expected contributions to the Board. Although the Board has not adopted a formal diversity policy, the Board nevertheless believes that the different perspectives, viewpoints, professional experience, education, and individual qualities of each director contribute to the Board’s diversity of experiences and bring a variety of complementary skills. It is the Trustees’ belief that this allows the Board, as a whole, to oversee the business of the Trusts in a manner consistent with the best interests of the Trusts’ shareholders.
The Board has determined that each Trustee Nominee is qualified to serve on the Board because of his or her specific attributes, including prior experience, background and skills. The Board considered that the Trustee Nominees’ familiarity and experience with the Funds, as members of the Board, or of DMC and its affiliates, as members of the Delaware Funds by Macquarie board, would result in the newly-constituted board having a breadth of knowledge that would enhance its ability to oversee the Funds upon Closing of the Transaction.
The following is a summary of various qualifications, experiences and skills of each Trustee Nominee that led to the Board’s conclusion that the Trustee Nominee should serve as a Trustee on the Board.
Independent Trustee Nominees
Jerome D. Abernathy – Mr. Abernathy has over 30 years of experience in the investment management industry. In selecting him to serve on the Board, the Independent Trustees of the Trust noted and valued his extensive experience as a chief investment officer, director of research, trader, and analytical proprietary trading researcher. Mr. Abernathy received a B.S. in electrical engineering from Howard University and a Ph.D. in electrical engineering and computer science from Massachusetts Institute of Technology.
Thomas L. Bennett – Mr. Bennett has over 30 years of experience in the investment management industry, particularly with fixed income portfolio management and credit analysis. He has served in senior management for a number of money management firms. Mr. Bennett has also served as a board member of another investment company, an
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educational institution, nonprofit organizations, and for-profit companies. He has an M.B.A. from the University of Cincinnati. Mr. Bennett has been nominated to serve as Chair of the Board upon Closing of the Transaction.
Ann D. Borowiec – Ms. Borowiec has over 25 years of experience in the banking and wealth management industry. Ms. Borowiec also serves as a board member on several nonprofit organizations. In nominating her to the Board, the Independent Trustees of the Trusts found that her experience as a Chief Executive Officer in the private wealth management business at a leading global asset manager and private bank, including the restructuring of business lines and defining client recruitment strategies, complemented the skills of existing board members. Her experience would also provide additional oversight skill in the area of fund distribution. Ms. Borowiec holds a B.B.A. from Texas Christian University and an M.B.A. from Harvard University.
Joseph W. Chow – Mr. Chow has over 30 years of experience in the banking and financial services industry. In nominating him to the Board, the Independent Trustees of the Trusts found that his extensive experience in business strategy in non-US markets complemented the skills of existing Board members and also reflected the increasing importance of global financial markets in investment management. The Independent Trustees also found that Mr. Chow’s management responsibilities as a former Executive Vice President of a leading global asset servicing and investment management firm as well as his experience as Chief Risk and Corporate Administration Officer would add helpful oversight skills to the Board’s expertise. Mr. Chow holds a B.A. degree from Brandeis University and M.C.P. and M.S. in Management degree from Massachusetts Institute of Technology.
H. Jeffrey Dobbs – Mr. Dobbs has more than 35 years of experience in the automotive, industrial manufacturing, financial services and consumer sectors. He also has served as a partner in a public accounting firm. Mr. Dobbs holds a degree in accounting from Valparaiso University. The Independent Trustees concluded that Mr. Dobbs is suitable to act as Trustee because of his extensive work in the global professional services industry, as well as his educational background.
John A. Fry – Mr. Fry has over 30 years of experience in higher education. He has served in senior management for three major institutions of higher learning including serving as president of a leading research university. Mr. Fry has also served as a board member of many nonprofit organizations and several for-profit companies. Mr. Fry has extensive experience in overseeing areas such as finance, investments, risk-management, internal audit, and information technology. He holds a B.A. degree in American Civilization from Lafayette College and an M.B.A. from New York University.
Joseph Harroz, Jr. – Mr. Harroz serves as the President of a state university, and also serves as a Director of a bank. He also has served as President and Director of a publicly-traded company, as Interim President and General Counsel to a state university system and as Dean of the College of Law of that state university. Mr. Harroz holds a B.A. degree from the University of Oklahoma and a J.D. from Georgetown University Law Center. Mr. Harroz has multiple years of service as a Trustee to the Funds in the Ivy Fund Complex (the “Fund Complex”). The Independent Trustees concluded that Mr. Harroz is suitable to serve as Trustee because of his educational background, his work experience and the length of his service as a Trustee to the Trusts.
Lucinda S. Landreth – Ms. Landreth has over 35 years of experience in the investment management industry, particularly with equity management and analysis. She has served as Chief Investment Officer for a variety of money management firms including a bank, a broker, and an insurance company. Ms. Landreth has advised mutual funds, pension funds, and family wealth managers and has served on the board and executive committees of her college, two foundations and several nonprofit institutions. In addition to holding a B.A. from Wilson College, she is a Chartered Financial Analyst.
Sandra A. J. Lawrence – Ms. Lawrence has been a member and chair of the boards of several public corporations, closely-held corporations and charitable organizations. She also has more than 16 years of experience serving on the boards of public companies, including as Audit Committee Chair and Nominating/Governance Committee Chair, and has served as a chief financial officer and on investment and finance committees. She served as President of Stern Brothers, a municipal bond house, where she held NASD Series licenses 7, 24 and 63. Ms. Lawrence holds an A.B. from Vassar College, as well as master’s degrees from the Massachusetts Institute of Technology and Harvard Business School. The Independent Trustees concluded that Ms. Lawrence is suitable to serve as Trustee because of her work experience, financial background, academic background and service on corporate and charitable boards.
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Frances A. Sevilla-Sacasa – Ms. Sevilla-Sacasa has over 30 years of experience in banking and wealth management. In nominating her to the Board, the Independent Trustees of the Trust found that her extensive international wealth management experience, in particular, complemented the skills of existing Board members and also reflected the increasing importance of international investment management not only for dollar-denominated investors but also for investors outside the US. The Independent Trustees also found that Ms. Sevilla-Sacasa’s management responsibilities as the former President and Chief Executive Officer of a major trust and wealth management company would add a helpful oversight skill to the Board’s expertise, and her extensive nonprofit board experience gave them confidence that she would make a meaningful, experienced contribution to the Board. Finally, in electing Ms. Sevilla-Sacasa to the Board, the Independent Trustees valued her perceived dedication to client service as a result of her overall career experience. Ms. Sevilla-Sacasa holds B.A. and M.B.A. degrees from the University of Miami and Thunderbird School of Global Management, respectively.
Thomas K. Whitford – Mr. Whitford has over 25 years of experience in the banking and financial services industry, and served as Vice Chairman of a major banking, asset management, and residential mortgage banking institution. In nominating him to the Board, the Independent Trustees of the Trusts found that Mr. Whitford’s senior management role in wealth management and experience in the mutual fund servicing business would provide valuable current management and financial industry insight, in particular, and complemented the skills of existing Board members. The Independent Trustees also found that his senior management role in integrating company acquisitions, technology, and operations and his past role as Chief Risk Officer would add a helpful oversight skill to the Board’s expertise. Mr. Whitford holds a B.S. degree from the University of Massachusetts and an M.B.A. degree from The Wharton School of the University of Pennsylvania.
Christianna Wood – Ms. Wood has over 30 years of experience in the investment management industry. In selecting her to serve on the Board, the Independent Trustees of the Trusts noted and valued her significant portfolio management, corporate governance and audit committee experience. Ms. Wood received a B.A. in economics from Vassar College and an M.B.A. in finance from New York University.
Janet L. Yeomans – Ms. Yeomans has over 28 years of business experience with a large global diversified manufacturing company, including service as Treasurer for this company. In this role, Ms. Yeomans had significant broad-based financial experience, including global financial risk-management, investments, and mergers and acquisitions. She served as a board member of a for-profit company and also is a current board member of a hospital and a public university system. She holds degrees in mathematics and physics from Connecticut College, an M.S. in mathematics from Illinois Institute of Technology, and an M.B.A. from the University of Chicago.
Interested Trustee Nominee
Shawn K. Lytle – Mr. Lytle has over 20 years of experience in the investment management industry. He has been the Global Head of Macquarie Investment Management since January 2019 and Head of Americas – Macquarie Group since December 2017, and he is responsible for all aspects of Macquarie Investment Management’s business. He joined the firm as President of Macquarie Investment Management – Americas in 2015. Prior to that time, Mr. Lytle served in various executive management, investment management, and distribution positions at two major banking institutions. He holds a B.A. degree from The McDonough School of Business at Georgetown University. Mr. Lytle serves on the board of directors of the National Association of Securities Professionals (NASP), the Sustainability Accounting Standards Board, and he is a member of the board of governors for the Investment Company Institute (ICI). In November 2017, Mr. Lytle was named to the Black Enterprise list of “Most Powerful Executives in Corporate America.”
Board Structure and Related Matters
The Trusts are governed by the Board, which is responsible for the overall management of the Trusts and the Funds. Such responsibility includes general oversight and review of the Funds’ investment activities, in accordance with Federal law and the law of the State of Delaware, as well as the stated policies of the Funds. The Board has appointed officers of the Trusts and delegated to them the management of the day-to-day operations of the Funds, based on policies reviewed and approved by the Board, with general oversight by the Board.
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Under the Declarations of Trust and By-laws, a Trustee may serve as a Trustee until he or she dies, resigns or is removed from office. The Trusts are not required to hold annual meetings of shareholders for the election or re-election of Trustees or for any other purpose, and do not intend to do so. Delaware law permits shareholders to remove Trustees under certain circumstances and requires the Trusts to assist in shareholder communications.
If shareholders elect the Trustee Nominees, after the Closing of the Transaction, the Board will be comprised of thirteen Independent Trustees (93%) and one Interested Trustee. The Board believes that having a majority of Independent Trustees on the Board is appropriate and in the best interests of the Trusts’ shareholders. The Board also has nominated Thomas L. Bennett, an Independent Trustee Nominee, to serve as Independent Chair of the Board upon Closing of the Transaction. In that regard, Mr. Bennett’s responsibilities will include: setting an agenda for each meeting of the Board; presiding at all meetings of the Board and of the Independent Trustees; and serving as a liaison with other Trustees, the Trusts’ officers and other management personnel, and counsel. The Independent Chair also performs such other duties as the Board may from time to time determine.
The Board generally holds four regularly scheduled meetings each year. The Board may hold special meetings, as needed, in person, by videoconference or by telephone, to address matters arising between regular meetings. The Independent Trustees also hold four regularly scheduled meetings each year, during a portion of which management is not present, as well as a special meeting in connection with the Board’s annual consideration of the Trusts’ management agreements, and may hold special meetings, as needed. During the calendar year 2020, the Board of each Trust met 9 times. Information relating to the number of times that the Board met during each Fund’s most recent full fiscal year is set forth in Appendix C. No Current Trustee attended less than 75% of the aggregate number of meetings of each Board and of each Committee on which the Current Trustee served during each Fund’s most recently completed fiscal year.
The Board has established a committee structure (described below) that includes four standing committees, the Audit Committee, the Governance Committee, the Investment Oversight Committee, and the Executive Committee, the first three of which are comprised solely of Independent Trustees. The Board periodically evaluates its structure and composition, as well as various aspects of its operations. The Board believes that its leadership structure, including its Independent Chair position and its committees, is appropriate for the Trusts in light of, among other factors, the asset size and nature of the Trusts, the number of Funds overseen by the Board, the arrangements for the conduct of the Trusts’ operations, the number of Trustees, and the Board’s responsibilities.
Committees of the Board
The Board has established the following standing committees: Audit Committee, Executive Committee, Investment Oversight Committee and Governance Committee. The respective duties and current memberships of the standing committees are set forth below. Information on the number of meetings of each Committee for each Fund’s most recently completed fiscal year is set forth in Appendix C.
Audit Committee. The Audit Committee serves as an independent and objective party to monitor the Trusts’ accounting policies, financial reporting and internal control system, as well as the work of the Trusts’ independent registered public accounting firm. The Committee also serves to provide an open avenue of communication among the Trusts’ independent registered public accounting firm, the internal accounting staff of IICO and the Board. As of the date of this Joint Proxy Statement, the Audit Committee consists of James M. Concannon, H. Jeffrey Dobbs (Chair) and James D. Gressett.
Executive Committee. The Executive Committee acts as necessary on behalf of the full Board. When the Board is not in session, the Executive Committee has and may exercise any or all of the powers of the Board in the management of the business and affairs of the Funds except the power to increase or decrease the size of, or fill vacancies on, the Board, and except as otherwise provided by law. As of the date of this Joint Proxy Statement, the Executive Committee consists of Glendon E. Johnson Jr. and Philip J. Sanders.
Investment Oversight Committee. The Investment Oversight Committee reviews, among other things, the investment performance of the Funds, any proposed changes to the Funds’ investment policies, and the Funds’ market trading activities and portfolio transactions. As of the date of this Joint Proxy Statement, the Investment Oversight Committee consists of Michael G. Smith (Chair), James M. Concannon, and Glendon E. Johnson, Jr.
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Governance Committee. The Governance Committee evaluates, selects and recommends to the Board candidates to serve as Independent Trustees. The Governance Committee will consider candidates for Trustee recommended by Shareholders. Written recommendations with any supporting information should be directed to the Secretary of the Trusts. The Governance Committee also oversees the functioning of the Board and its committees. As of the date of this Joint Proxy Statement, the Governance Committee consists of Frank J. Ross, Jr. (Chair), James D. Gressett, Glendon E. Johnson, Jr. and Sandra A.J. Lawrence. The Board has adopted a written charter of the Governance Committee, which is attached as Appendix D.
Risk Oversight
Consistent with its responsibility for oversight of the Trusts and their Funds, the Board oversees the management of risks relating to the administration and operation of the Trusts and the Funds. The Board performs this risk management oversight directly and, as to certain matters, directly through its committees and through its Independent Trustees. The following provides an overview of the principal, but not all, aspects of the Board’s oversight of risk management for the Trusts and the Funds. The Board will continue this same level of risk management oversight following the Closing of the Transaction.
In general, a Fund’s risks include, among other things, investment risk, credit risk, liquidity risk, valuation risk, operational risk and regulatory compliance risk. The Board has adopted, and periodically reviews, policies and procedures designed to address these and other risks to the Trusts and the Funds. In addition, under the general oversight of the Board, IICO, any sub-advisers (if applicable) and other service providers to the Trusts have themselves adopted a variety of policies, procedures and controls designed to address particular risks of the Funds. Different processes, procedures and controls are employed with respect to different types of risks.
The Board also oversees risk management for the Trusts and the Funds through review of regular reports, presentations and other information from officers of the Trusts and other persons.
Senior officers of the Trusts, senior officers of IICO, IDI and Waddell & Reed Services Company, doing business as WI Services Company (“WISC”) (collectively, “Ivy”), and the Trusts’ Chief Compliance Officer (“CCO”) regularly report to the Board on a range of matters, including those relating to risk management. The Board also regularly receives reports from IICO with respect to the investments and securities trading of the Funds, reports from Fund management personnel regarding valuation procedures and reports from management’s Valuation Committee regarding the valuation of particular securities. In addition to regular reports from Ivy, the Board also receives reports regarding other service providers to the Trusts, either directly or through Ivy or the Funds’ CCO, on a periodic or regular basis. At least annually, the Board receives a report from the Funds’ CCO regarding the effectiveness of the Funds’ compliance program. Also, on an annual basis, the Board receives reports, presentations and other information from Ivy in connection with the Board’s consideration of the renewal of each of the Trusts’ agreements with Ivy and the Trusts’ distribution plans under the Rule 12b-1 plan under the 1940 Act.
Senior officers of the Trusts and senior officers of Ivy also report regularly to the Audit Committee on Fund valuation matters, and on the Trusts’ internal controls and accounting and financial reporting policies and practices. Ivy compliance and internal audit personnel also report regularly to the Audit Committee. In addition, the Audit Committee receives regular reports from the Trusts’ independent registered public accounting firm on internal control and financial reporting matters. On at least a quarterly basis, the Independent Trustees meet separately with the Funds’ CCO to discuss matters relating to the Funds’ compliance program.
The Board’s role in risk oversight following the Closing of the Transaction is expected to be substantially the same as the above, albeit with respect to DMC as investment adviser, Delaware Distributors, L.P. (“DDLP”) as distributor, and other unaffiliated and Macquarie affiliated service providers.
Selection of Nominees
The Board’s Governance Committee makes Independent Trustee candidate recommendations to the Board pursuant to its charter. The Governance Committee evaluates a candidate’s qualification for Board membership and the independence of such candidate from IICO and other principal service providers. In connection with the Transaction,
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the Governance Committee also evaluated the Trustee Nominees’ independence from DMC and other Macquarie-affiliated service providers.
The Governance Committee evaluates candidates using certain criteria, considering, among other qualities, a high level of integrity, appropriate experience, a commitment to fulfill the fiduciary duties inherent in Board membership, and the extent to which potential candidates possess sufficiently diverse skill sets that would contribute to the Board’s overall effectiveness.
The Governance Committee considers prospective candidates from any reasonable source, including from recommendations by shareholders of the Trusts. The Governance Committee initially evaluates prospective candidates on the basis of preliminary information required of all preliminary candidates, considered in light of the criteria discussed above. Those prospective candidates that appear likely to be able to fill a significant need of the Board would be contacted by a Governance Committee member to discuss the position; if there appeared to be sufficient interest, a meeting with one or more Governance Committee members would be arranged. If the Governance Committee, based on the results of these contacts, believed it had identified a viable candidate, it would air the matter with the full group of Independent Trustees for input.
Any request by management to meet with the prospective candidate would be given appropriate consideration. The Trusts have not paid a fee to third parties to assist in finding nominees.
Shareholders seeking to recommend one or more candidates to the Board should direct the names of such candidates they wish to be considered to the attention of the Trusts’ Governance Committee, in care of the Trusts’ Secretary, at the address of the Trusts listed on the front page of this Joint Proxy Statement. Such candidates will be considered with any other trustee candidates on the basis of the same criteria described above used to consider and evaluate candidates recommended by other sources.
For candidates to serve as Independent Trustees, independence from IICO (or Macquarie in this case), its affiliates and other principal service providers is critical, as is an independent and questioning mindset. The Governance Committee also considers whether the prospective candidates’ workloads would allow them to attend the vast majority of Board meetings, be available for service on Board committees, and devote the additional time and effort necessary to keep up with Board matters and the rapidly changing regulatory environment in which the Trusts operate. Different substantive areas may assume greater or lesser significance at particular times, in light of the Board’s present composition and the Governance Committee’s (or the Board’s) perceptions about future issues and needs.
Ownership of Fund Shares
Set forth in Appendix E is information regarding shares of the Funds beneficially owned by each Trustee Nominee as of September 30, 2020, as determined in accordance with Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended, as well as the aggregate dollar range of shares owned by each Trustee nominee of Funds within the Fund Complex. An Independent Trustee may elect to defer a portion of his or her annual compensation, which deferred amount is deemed to be invested in shares of funds within the Fund Complex. The amounts listed in Appendix E as “owned” shares include any shares in which the Trustee’s deferred compensation is deemed invested by a Trustee.
To the best of the Trusts’ knowledge, as of December 31, 2020, no person owned beneficially more than 5% of the outstanding shares of any class of any Fund’s securities, except as set out in Appendix F. As of that date, all of the Trustees and officers of the Trust, as a group, beneficially owned less than 1% of the outstanding shares of each class of the Funds. In addition, no Trustee or nominee purchased or sold any securities of IICO or its affiliates during the past fiscal year.
Compensation
The fees paid to the Trustees are allocated among the funds in the Fund Complex based on each fund’s relative asset size. Information relating to compensation paid to the Current Trustees for each Fund’s most recent fiscal year is set forth in Appendix G.
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Required Vote
Shareholders of each Trust, including each Fund and class thereof, will vote on a trust-by-trust basis to elect Trustees to that Trust’s Board. For each Trust, the presence at the First Meeting of one-third of the outstanding shares of such Trust shall be sufficient to constitute a quorum for that Trust. Trustees are elected by the affirmative vote of a plurality of shares present at the Meeting and entitled to vote, at which quorum is present. This means that the 14 candidates who receive the largest number of votes will be elected as trustees. In the election of trustees, votes may be cast in favor of a candidate or withheld. If elected, the Trustee Nominees will serve as Trustees effective only upon the Closing of the Transaction. If the Transaction is not consummated, the Current Trustees will remain on the Board and the Trustee Nominees who are not Current Trustees will not serve as Trustees of the Trusts, even if elected by shareholders.
THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF EACH TRUST VOTE FOR THE ELECTION OF EACH TRUSTEE NOMINEE.
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SECOND MEETING - PROPOSAL 1
TO APPROVE A NEW INVESTMENT ADVISORY AGREEMENT FOR EACH FUND
(“NEW INVESTMENT ADVISORY AGREEMENT PROPOSAL”)
Introduction
The Current Investment Advisory Agreements between the Trusts, on behalf of their respective Funds, and IICO will automatically terminate upon the Closing of the Transaction. It is proposed that post-Transaction, DMC, a series of MIMBT, will serve as the investment adviser to the Funds. To ensure that advisory services can continue uninterrupted following the termination of the Current Investment Advisory Agreements, the Boards, including each Board’s current Independent Trustees, have approved the proposed New Investment Advisory Agreement for each Fund, to become effective upon the Closing, subject to shareholder approval. If the New Investment Advisory Agreement for each Fund is approved by shareholders, DMC will manage each Fund effective upon the Closing. In the event shareholders of one or more Funds does not approve the New Investment Advisory Agreement by the Closing, DMC will serve as investment adviser of that Fund pursuant to an interim investment advisory agreement, but must place its compensation for its services during this interim period in escrow, pending shareholder approval of the New Investment Advisory Agreement. The interim advisory agreement would have substantially the same terms as the terms of the Current Investment Advisory Agreements. If the Transaction is not consummated, the New Investment Advisory Agreement Proposal will not be implemented, even if approved by shareholders.
Pursuant to section 15(a)(4) of the 1940 Act, any investment advisory agreement, including any sub-advisory agreement, on behalf of a registered investment company must terminate automatically upon its “assignment.” As used in the 1940 Act, the term “assignment” includes any transfer of a controlling interest in an investment adviser. Such a transfer is often referred to as a “Change of Control Event.” Consummation of the Transaction, which is set to occur in the first half of 2021, whereby WDR will be acquired by Macquarie, will constitute a Change of Control Event for IICO, resulting in the automatic termination of the Current Investment Advisory Agreements between IICO and the Trusts, on behalf of the Funds. Section 15(a) of the 1940 Act also provides that “it shall be unlawful for any person to serve or act as an investment adviser of a registered investment company, except pursuant to a written contract, which contract . . . has been approved by the vote of a majority of the outstanding voting securities of such registered company,” as defined by the 1940 Act. Because it is proposed that DMC serve as the new investment adviser to the Funds after the Closing, the proposed New Investment Advisory Agreement must be approved by each Funds’ shareholders.
IICO and the Trusts are unaware of any Trustee having any material interest, direct or indirect, in the Transaction, except that Philip J. Sanders, President of the Trust, is deemed to have such an interest because of his positions at WDR and its affiliates and because of his compensation arrangements totaling approximately $14,059,945 based on the anticipated Closing of the Transaction, assuming an effective date of January 15, 2021. This amount does not reflect certain compensation actions that may occur prior to completion of the Transaction, including any equity award grants that may be made after the assumed effective time of January 15, 2021. He also is potentially entitled to additional ongoing compensation relating to post-Transaction transitional activities involving certain Fund matters. These compensation arrangements are more fully described in the preliminary proxy statement that WDR filed with the SEC on January 22, 2021.
Section 15(f) of the 1940 Act
Macquarie has made certain covenants in connection with the Transaction regarding compliance with section 15(f) of the 1940 Act, which, in pertinent part, provides a safe harbor for the receipt by an investment adviser or any of its affiliated persons of any amount or benefit in connection with certain transactions, such as the Transaction, involving an assignment of an investment management services agreement as long as two conditions are satisfied.
The first condition requires that no “unfair burden” be imposed on the investment company or companies as a result of the Transaction, or as a result of any express or implied terms, conditions or understandings applicable to the Transaction. The term “unfair burden,” as defined in the 1940 Act, includes any arrangement during the two-year period after the change in control whereby the investment adviser (or predecessor or successor investment adviser), or any interested person of any such investment adviser, receives or is entitled to receive any compensation, directly
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or indirectly, from such investment company or its security holders (other than fees for bona fide investment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of such investment company (other than bona fide ordinary fees for principal underwriting services). No such compensation arrangements are contemplated by the Transaction. WDR and Macquarie have agreed to refrain from imposing or seeking to impose, for a period of two years after the Closing of the Transaction, any “unfair burden” on the Funds.
The second condition requires that, during the three-year period immediately following the closing of such Transaction, at least 75% of an investment company’s board of directors or trustees not be “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the investment adviser or predecessor investment adviser. The Board of Trustees of each Fund and the Delaware Funds by Macquarie board each currently satisfies such 75% requirement, and the newly constituted board, provided approval of the Trustee Nominees in the Trustee Election Proposal, will satisfy such 75% requirement. Macquarie has agreed with WDR to use its reasonable best efforts to ensure continued satisfaction of the 75% requirement for the three-year period following the Closing.
The Current Investment Advisory Agreements
IICO, a Delaware corporation, serves as the investment adviser to the Funds and Ivy High Income Opportunities Fund (IVH), a closed-end fund. IICO has been a registered investment adviser with the SEC since 2002. As of December 31, 2020, IICO had approximately $74.8 billion in total assets under management. IICO’s principal office is located at 6300 Lamar Avenue, Overland Park, KS 66202.
IICO provides investment management services to the Funds under the Current Investment Advisory Agreements. At a meeting held on August 11–12, 2020 (the “2020 15(c) Meeting”), the Boards, including each Board’s Independent Trustees, approved the renewal of the Current Investment Advisory Agreements. The date of each Current Investment Advisory Agreement and the date on which it was last approved by each respective Fund’s shareholders are provided in Appendix M.
The Proposed New Investment Advisory Agreement
DMC is a series of MIMBT. MIMBT, a Delaware statutory trust, is an indirect, wholly-owned registered investment advisory subsidiary of Macquarie Group. MIMBT has been a registered investment adviser with the SEC since 1988. As of December 31, 2020, DMC had approximately $77.5 billion in total assets under management. DMC provides investment advisory services to registered investment companies within the Delaware Funds by Macquarie complex, as well as to certain other affiliated registered investment companies. Its principal office is 100 Independence, 610 Market Street, Philadelphia, PA 19106. Additional information regarding the ownership structure of DMC is included in Appendix I, and information regarding DMC’s other investment company clients is included in Appendix J.
It is proposed that DMC provide investment management services to the Funds pursuant to the proposed New Investment Advisory Agreement. The terms of the proposed New Investment Advisory Agreement, and certain differences between the proposed New Investment Advisory Agreement and the Current Investment Advisory Agreements are described, generally, below. The proposed New Investment Advisory Agreement with DMC for the Funds is substantially similar to the Funds’ Current Investment Advisory Agreements with IICO. The proposed New Investment Advisory Agreement does not change any Fund’s contractual advisory fee rate. Differences in language, stylistic changes, and changes to provisions that would not result in a change to a reasonable substantive interpretation of an agreement are not included in the below description; and the comparison below is qualified in its entirety by the Current Investment Advisory Agreements and the New Investment Advisory Agreement in Appendix H. The proposed New Investment Advisory Agreement primarily differs from the Current Investment Advisory Agreements as follows:
Fees. There would be no change in the fee schedule used to determine the gross investment advisory fees payable to DMC under the proposed New Investment Advisory Agreement. Exhibit A to Appendix H discloses the rate of compensation of DMC under the proposed New Investment Advisory Agreement. The Current Investment Advisory Agreements, with the exception of InvestEd’s Current Investment Advisory Agreement, provide that advisory fees to IICO are computed each day based on the net asset value for each Fund at the annual rate listed in the Agreement, whereas, the proposed New Investment Advisory Agreement provides that advisory fees shall be
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calculated daily and paid to DMC monthly. Further, the Current Investment Advisory Agreements provide that, in computing the net asset value for the Funds, the amount owed to the Fund regarding the shares which have been sold but not yet paid to the Fund by IDI shall be excluded; the proposed New Investment Advisory Agreement has no such provision with respect to DDLP. In addition, the Current Investment Advisory Agreements for each Trust, with the exception of the InvestEd Agreement, contain a provision, which states that, if the laws, regulations or policies of any state in which shares of the applicable 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; the New Investment Advisory Agreement contains no such provision. Finally, the proposed New Investment Advisory Agreement provides that, if it is terminated prior to the end of any calendar month for a Fund, the management fee to DMC shall be prorated and shall be payable within ten (10) calendar days after the Agreement’s termination date; the Current Investment Advisory Agreements do not have such a provision.
Investment Advisory Services. The proposed New Investment Advisory Agreement generally requires DMC to provide substantially similar services to the applicable Funds as IICO does under the Current Investment Advisory Agreements. The proposed New Investment Advisory Agreement generally provides that, subject to the direction and control of the Board, DMC shall: (i) regularly make decisions as to what securities and other instruments to purchase and sell on behalf of a Fund; (ii) effect the purchase and sale of those investments in furtherance of a Fund’s objectives and policies; and (iii) furnish the respective Board with information and reports regarding a Fund’s investments as DMC deems appropriate or as such Board may reasonably request. Further, the proposed New Investment Advisory Agreement includes a provision stating that DMC is deemed to be an independent contractor, which requires that, without express authorization, it has no authority to act for or represent the Funds. There is no such provision in the Current Investment Advisory Agreements, however, such Agreements do provide that IICO is subject at all times to the direction and control of the respective Boards of the Funds for which they provide investment advisory services.
In addition, aside from acting as investment adviser to the Funds, the Current Investment Advisory Agreements explicitly provide that IICO or one of its affiliates may also act as a transfer agent or shareholder servicing agent for the Funds or as the accounting services agent of the Funds so long as there are separate agreements to that effect. The proposed New Investment Advisory Agreement contains no similar provision.
Sub-advisers. The proposed New Investment Advisory Agreement provides that DMC may, to the extent permitted by applicable law, appoint at its own expense one or more sub-advisers, including affiliates of DMC, to perform investment advisory services for a Fund. Generally, the Current Investment Advisory Agreements for the Funds that are series of the Ivy Funds Trust in addition to certain Funds within the Ivy VIP Trust, as set forth in the table below under “Sub-Advisory Arrangements—Current Unaffiliated Sub-Advisers,” permit IICO to contract with sub-advisers to perform services for a Fund for which IICO is responsible. The Current Investment Advisory Agreements for the remaining Funds in the Ivy VIP Trust and the Funds in the InvestEd Trust do not contain a similar provision. However, while the proposed New Investment Advisory Agreement provides that DMC may terminate a sub-adviser in its sole discretion at any time to the extent permitted by applicable law and that DMC will assume the terminated sub-adviser’s responsibilities for the respective Fund unless and until a new sub-adviser is selected, the Ivy Funds and certain of the Ivy VIP Funds’ Current Investment Advisory Agreements contain no such conditional provision.
Best Execution. Under the proposed New Investment Advisory Agreement, subject to the primary objective of obtaining the best execution, DMC may place orders for the purchase and sale of portfolio securities and other instruments with such broker/dealers selected by DMC who provide statistical, factual and financial information and services to a Fund, to DMC, to any sub-adviser, or to any other fund or account for which DMC or any sub-adviser provides investment advisory services and/or with broker/dealers who sell shares of a Fund or who sell shares of any other investment company for which DMC or any sub-adviser provides investment advisory services. Further, the proposed New Investment Advisory Agreement provides that broker/dealers who sell shares of any investment companies or series thereof for which DMC or a sub-adviser provides investment advisory services shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the rules of the SEC and the Financial Industry Regulatory Authority and does not take into account such broker/dealer’s promotion or sale of such shares. The Current Investment Advisory Agreements contain no similar provisions, but they do provide that IICO shall have no duty to seek advance competitive commission bids and that IICO may select brokers based solely on its current knowledge of prevailing commission rates; the proposed New
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Investment Advisory Agreement contains no such provision with respect to seeking advance competitive commission bids.
Soft Dollars. The Current Investment Advisory Agreements and the proposed New Investment Advisory Agreement provide that IICO and DMC, respectively, may cause a Fund to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where IICO or DMC has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or IICO’s or DMC’s overall responsibilities with respect to the respective Trust and to other clients for which they exercise investment discretion.
Other Business. The proposed New Investment Advisory Agreement provides that the services of DMC are not exclusive to the Funds and that DMC and its affiliates may render services to others; the Current Investment Advisory Agreements contain no similar provision.
Payment of Expenses. The proposed New Investment Advisory Agreement and the Current Investment Advisory Agreements have provisions addressing allocation of expenses; the Agreements provide that each Fund is responsible for its own expenses and provide specific examples of such expenses.
The Current Investment Advisory Agreements differ from the proposed New Investment Advisory Agreement in that they provide for those expenses for which IICO shall pay in full, including the salaries and employment benefits of all employees of IICO who are engaged in providing these advisory services; adequate office space and suitable office equipment for such employees; and all telephone and communications costs relating to such functions. The proposed New Investment Advisory Agreement contains no such provision explicitly. Rather, it provides that, in the conduct of the respective businesses of DMC and a Fund and in the performance of the proposed New Investment Advisory Agreement, the Fund and DMC may share facilities common to each, which may include legal and accounting personnel, with appropriate proration of expenses between them. Under this provision, certain expenses associated with Macquarie personnel providing legal services and producing regulatory materials are allocated to the Delaware Funds by Macquarie. The Current Investment Advisory Agreement does not specifically provide for the proration of shared expenses. It is not anticipated that the total expense ratio of any Fund will increase materially as a result of this provision.
The advisory fee rates (including breakpoints) in the proposed New Investment Advisory Agreement, if approved, will be the same as in the Current Investment Advisory Agreements.
Limitation on Liability. The limitation of liability provisions in the Current Investment Advisory Agreements and the proposed New Investment Advisory Agreement are the same. Both Agreements provide that, in the absence of willful misfeasance, bad faith, gross negligence, or a reckless disregard of the performance of its duties as the investment adviser to a Fund, IICO and DMC, respectively, shall not be liable to a Fund or to any shareholder for any action or omission arising in the course of, or connected with, rendering its services under the Agreement or for any losses arising from the purchase, holding or sale of any security.
Term and Continuance. If approved by shareholders of a Fund, the proposed New Investment Advisory Agreement will continue in effect for an initial period of two years from the date of implementation, whereas the Current Investment Advisory Agreements have one-year terms. The Agreements have substantially similar provisions for renewal, and may be renewed provided that renewal and continuance is specifically approved at least annually in accordance with the 1940 Act.
Termination. The Agreements have substantially similar termination provisions, generally providing that the Agreement may be terminated at any time, without the payment of any penalty, by a Trust upon giving sixty (60) calendar days’ written notice, provided that the termination is directed or approved by the vote of a majority of the Board or by the vote of a 1940 Act Majority of a Fund’s outstanding voting securities. The proposed New Investment Advisory Agreement may also be terminated by DMC on sixty (60) calendar days’ written notice; the Current Investment Advisory Agreements may be terminated by IICO on one hundred twenty (120) calendar days’ written notice.
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Further, the proposed New Investment Advisory Agreement provides that, upon termination of the Agreement, the obligations of all the parties thereunder shall cease and terminate as of the date of such termination, except for any obligation to respond for a breach of the Agreement committed prior to such termination, and except for the obligation of the Trust to pay to DMC the fee if the Agreement is terminated prior to the end of any calendar month for a Fund, as described in “The Proposed New Investment Advisory Agreement—Fees.” The Current Investment Advisory Agreements contain no similar provisions.
Assignment. As required by the 1940 Act, the Current Investment Advisory Agreements and proposed New Investment Advisory Agreement will immediately terminate in the event of their “assignment” (as defined in the 1940 Act). However, in addition, the proposed New Investment Advisory Agreement provides that the Agreement shall extend to and bind the administrators, successors and permitted assigns of the parties thereto. The Current Investment Advisory Agreements contain no such provision.
Proxy Voting. The proposed New Investment Advisory Agreement provides that the decisions to be made by DMC shall include exercising discretion regarding any voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund’s investment securities. The Current Investment Advisory Agreements do not contain any provisions explicitly providing IICO with the ability to vote proxies on behalf of the Funds; however, the Agreements do provide that IICO shall take, on behalf of the Funds, all actions which appear to IICO necessary to carry into effect its investment programs and supervisory functions.
Amendments. To incorporate the requirements of the 1940 Act explicitly, the proposed New Investment Advisory Agreement provides that it generally may not be amended without a shareholder vote and a vote of the Independent Trustees, but that it may be amended without shareholder approval if the amendment relates solely to a change for which applicable laws and regulations do not require shareholder approval. The proposed New Investment Advisory Agreement also provides that it may be amended pursuant to a written agreement executed by a Fund and DMC. The Current Investment Advisory Agreements do not explicitly contain similar provisions.
Additional Information. The Current Investment Advisory Agreements were last approved for continuance by their respective Boards for each Fund in August 2020. A discussion of the basis for the Boards’ approval of the Current Investment Advisory Agreements for a Fund is available in such Funds’ most recent semi-annual or annual report.
Appendix M states, for each Fund, the effective date of the Current Investment Advisory Agreements, the date of last shareholder approval, and the reason for the most recent submission to shareholders.
Appendix J lists other registered funds advised by DMC that have investment objectives similar to those of the Funds, the net assets of such funds, the fee schedule pursuant to which DMC received advisory fees from the funds, and whether DMC has contractually agreed to waive all or a portion of its investment advisory fees and/or pay/reimburse expenses to cap total expenses at a specified amount.
Appendix K describes for each Fund the aggregate amount of IICO’s fees and the amount and purpose of any other material payments to IICO and its affiliates for services provided to each Fund during its last fiscal year.
No Anticipated Changes to the Funds’ Portfolio Management at Closing
Following the Transaction, DMC will oversee the activities of the Funds’ investment teams. The investment teams will include investment personnel from the Unaffiliated Sub-Advisers for those Funds that are currently sub-advised by an Unaffiliated Sub-Adviser. The IICO employees who provide operational support to the Funds and the IICO investment professionals who currently manage the Funds will remain at the Closing of the Transaction, albeit as Macquarie employees. In addition, for certain fixed income Funds, Macquarie intends to add DMC portfolio managers to the existing portfolio management team at the Closing. Any changes to investment professionals in the future will be made with the best interests of shareholders in mind.
Sub-Advisory Arrangements
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Current Unaffiliated Sub-Advisers
Certain Funds are currently sub-advised by Unaffiliated Sub-Advisers, as outlined below. These sub-advisory agreements will also terminate upon the Closing of the Transaction under applicable regulations. As a result, at the meeting held on January 12, 2021, the Ivy Funds Board and the Ivy VIP Board, including their respective Independent Trustees, considered and unanimously approved new sub-advisory agreements between DMC and the following current Unaffiliated Sub-Advisers to the Funds, contingent upon shareholder approval of the proposed New Investment Advisory Agreement and each Fund’s ability to rely on the new manager of managers order described in the Manager of Managers Proposal. Shareholder approval is not required for the new sub-advisory agreements. The new sub-advisory agreements are substantially similar to the Funds’ current sub-advisory agreements, except that they are between DMC and the Unaffiliated Sub-Advisers instead of IICO. If shareholders of a Fund do not approve the New Investment Advisory Agreement Proposal or the Manager of Managers Proposal, the Unaffiliated Sub-Adviser to such Fund will provide sub-advisory services to the Fund under an interim sub-advisory agreement approved by the Board to permit continuity of management while solicitation continues. The terms of the interim sub-advisory agreements are identical to those of the current agreements except for the parties, term and escrow provisions required by applicable law.
The following Funds are currently sub-advised by Unaffiliated Sub-Advisers, as outlined below. It is anticipated that these Unaffiliated Sub-Advisers will continue to sub-advise the Funds at Closing as discussed herein.
Fund | Unaffiliated Sub-Adviser |
Ivy Securian Core Bond Fund | Securian Asset Management, Inc. |
Ivy Securian Real Estate Securities Fund | Securian Asset Management, Inc. |
Ivy LaSalle Global Real Estate Fund | LaSalle Investment Management Securities, LLC |
Ivy Apollo Strategic Income Fund | Apollo Credit Management, LLC |
Ivy Apollo Multi-Asset Income Fund | Apollo Credit Management, LLC LaSalle Investment Management Securities, LLC |
Ivy Pictet Targeted Return Bond Fund | Pictet Asset Management SA Pictet Asset Management Limited |
Ivy ProShares S&P 500 Dividend Aristocrats Index Fund | ProShares Advisors LLC |
Ivy ProShares Russell 2000 Dividend Growers Index Fund | ProShares Advisors LLC |
Ivy ProShares Interest Rate Hedged High Yield Index Fund | ProShares Advisors LLC |
Ivy ProShares S&P 500 Bond Index Fund | ProShares Advisors LLC |
Ivy ProShares MSCI ACWI Index Fund | ProShares Advisors LLC |
Ivy PineBridge High Yield Fund | PineBridge Investments LLC |
Ivy Wilshire Global Allocation Fund | Wilshire Associates, Inc. |
Ivy Pzena International Value Fund | Pzena Investment Management, LLC |
Ivy International Small Cap Fund | Mackenzie Investments Europe Limited Mackenzie Investments Asia Limited |
Ivy Pictet Emerging Markets Local Currency Debt Fund | Pictet Asset Management Limited Pictet Asset Management (Singapore) PTE Ltd |
Ivy VIP Securian Real Estate Securities | Securian Asset Management, Inc. |
Ivy VIP Pathfinder Moderately Conservative — Managed Volatility | Securian Asset Management, Inc. |
Ivy VIP Pathfinder Moderately Aggressive — Managed Volatility | Securian Asset Management, Inc. |
Ivy VIP Pathfinder Moderate — Managed Volatility | Securian Asset Management, Inc. |
Macquarie’s Global Investment Platform
If the proposed New Investment Advisory Agreement is approved, DMC may utilize Macquarie’s global equity or global fixed income investment platform in providing advisory, trading and other services to the Funds. In order to leverage Macquarie’s global equity and/or fixed income platform for the Funds, DMC has recommended, and the
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Board has approved, the appointment of certain Affiliated Sub-Advisers to certain Funds, as listed below under the manager of managers exemptive order described in the Manager of Managers Proposal, contingent upon shareholder approval of a Fund’s ability to rely on such order.
Below is a brief description of Macquarie’s global investment platforms, the Affiliated Sub-Advisers and the anticipated role that the Affiliated Sub-Advisers would play in the investment program of each applicable Fund.
Global Equity Investment Platform
DMC utilizes its Affiliated Sub-Adviser Macquarie Investment Management Global Limited (“MIMGL”) to provide quantitative support and both MIMGL and Macquarie Funds Management Hong Kong Limited (“MFMHKL”) to provide trading to the equity mutual funds that DMC advises. Both MIMGL and MFMHKL are registered investment advisers with the SEC, as well as registered in their home jurisdiction. If the New Investment Advisory Agreement Proposal and the Manager of Managers Proposal are approved, MIMGL, DMC’s Sydney Australia based affiliate, and MFMHKL, DMC’s Hong Kong domiciled affiliate, would be authorized to provide trading for equity Funds investing in foreign securities to support DMC’s portfolio managers. Under this arrangement, MIMGL provides services such as performance attribution and supplementing the work of DMC’s U.S. based quantitative team, with both MIMGL and MFMHKL trading securities as directed by DMC’s U.S. based portfolio managers in the Austral-Asia time zone. DMC believes that utilizing local traders in the applicable time zone, or closer to the applicable time zone, creates efficiencies, leverages relationships those traders may have with local market participants and enables more nimble execution and responsiveness to information that may impact the region.
Global Fixed Income Investment Platform
DMC utilizes its Affiliated Sub-Advisers, Macquarie Investment Management Austria Kapitalanlage AG (“MIMAK”), Macquarie Investment Management Europe Limited (“MIMEL”) and MIMGL to provide portfolio management and trading services, as well as to share investment research and recommendations, with respect to the fixed income mutual funds that DMC advises. The global fixed income investment platform includes offices in Philadelphia (DMC), Sydney (MIMGL), London (MIMEL) and Vienna (MIMAK), which provide 24-hour coverage across the three major market time zones (Australasia, Europe, Americas) and collaboration on all major fixed income asset classes presently managed by all four locations. DMC believes that this global coverage will be beneficial for the Funds, as it translates into potentially more resources and diversity of viewpoints to assist in the management of the Funds. DMC collaborates across locations and is able to delegate to its affiliates specific execution of the Funds’ strategy from time to time in its sole discretion, although DMC and the Funds’ named portfolio managers are responsible for driving the Funds’ strategy and investment process and remain primarily responsible for the day-to-day management of the Funds’ portfolios. DMC believes the ability to utilize its global affiliates in this manner enables DMC’s portfolio managers to leverage the capabilities of the broader MAM organization and to take advantage of its affiliates’ expertise and location in Austral-Asian, European or British financial markets, as well as the affiliates’ access to research and investment ideas that may be unique to or influenced by those financial markets. Moreover, consistent with the use of affiliates for trading equity securities as discussed above, utilizing local traders in the applicable time zone, or closer to the applicable time zone, provides benefits such as efficiencies, access to relationships those traders may have with local market participants and more nimble execution and reactivity to information that may impact the region.
If the New Investment Advisory Agreement Proposal and the Manager of Managers Proposal are approved by shareholders for a Fund, it is anticipated that the Affiliated Sub-Advisers would provide advisory, trading or other services to each Fund as indicated below, effective after the Closing. Those Funds indicated as “multi-asset” would utilize both the global equity and global fixed income investment platforms.
Fund | Platform | Affiliated Sub-Adviser(s) |
Ivy Mid Cap Growth Fund | Equity | MFMHK, MIMGL |
Ivy Mid Cap Income Opportunities Fund | Equity | MFMHK, MIMGL |
Ivy Large Cap Growth Fund | Equity | MFMHK, MIMGL |
Ivy Core Equity Fund | Equity | MFMHK, MIMGL |
Ivy Global Growth Fund | Equity | MFMHK, MIMGL |
Ivy Science & Technology Fund | Equity | MFMHK, MIMGL |
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Fund | Platform | Affiliated Sub-Adviser(s) |
Ivy International Core Equity Fund | Equity | MFMHK, MIMGL |
Ivy Managed International Opportunities Fund | Equity | MFMHK, MIMGL |
Ivy Accumulative Fund | Equity | MFMHK, MIMGL |
Ivy Small Cap Growth Fund | Equity | MFMHK, MIMGL |
Ivy Small Cap Core Fund | Equity | MFMHK, MIMGL |
Ivy International Small Cap Fund | Equity | MFMHK, MIMGL |
Ivy Global Equity Income Fund | Equity | MFMHK, MIMGL |
Ivy Value Fund | Equity | MFMHK, MIMGL |
Ivy Emerging Markets Equity Fund | Equity | MFMHK, MIMGL |
Ivy Energy Fund | Equity | MFMHK, MIMGL |
Ivy Natural Resources Fund | Equity | MFMHK, MIMGL |
Ivy Balanced Fund | Multi Asset | MIMAK, MFMHK, MIMGL, MIMEL |
Ivy Asset Strategy Fund | Multi Asset | MIMAK, MFMHK, MIMGL, MIMEL |
Ivy Wilshire Global Allocation Fund | Multi Asset | MIMAK, MFMHK, MIMGL, MIMEL |
Ivy Apollo Multi-Asset Income Fund | Multi Asset | MIMAK, MFMHK, MIMGL, MIMEL |
Ivy Limited Term Bond Fund | Fixed Income | MIMEL, MIMGL, MIMAK |
Ivy Government Securities Fund | Fixed Income | MIMEL, MIMGL, MIMAK |
Ivy High Income Fund | Fixed Income | MIMEL, MIMGL, MIMAK |
Ivy Corporate Bond Fund | Fixed Income | MIMEL, MIMGL, MIMAK |
Ivy Crossover Credit Fund | Fixed Income | MIMEL, MIMGL, MIMAK |
Ivy Global Bond Fund | Fixed Income | MIMEL, MIMGL, MIMAK |
Ivy VIP Mid Cap Growth | Equity | MFMHK, MIMGL |
Ivy VIP Growth | Equity | MFMHK, MIMGL |
Ivy VIP Core Equity | Equity | MFMHK, MIMGL |
Ivy VIP Global Growth | Equity | MFMHK, MIMGL |
Ivy VIP Science and Technology | Equity | MFMHK, MIMGL |
Ivy VIP International Core Equity | Equity | MFMHK, MIMGL |
Ivy VIP Small Cap Growth | Equity | MFMHK, MIMGL |
Ivy VIP Small Cap Core | Equity | MFMHK, MIMGL |
Ivy VIP Global Equity Income | Equity | MFMHK, MIMGL |
Ivy VIP Natural Resources | Equity | MFMHK, MIMGL |
Ivy VIP Energy | Equity | MFMHK, MIMGL |
Ivy VIP Value | Equity | MFMHK, MIMGL |
Ivy VIP Balanced | Multi Asset | MIMAK, MFMHK, MIMGL, MIMEL |
Ivy VIP Asset Strategy | Multi Asset | MIMAK, MFMHK, MIMGL, MIMEL |
Ivy VIP Pathfinder Conservative | Multi Asset | MIMAK, MFMHK, MIMGL, MIMEL |
Ivy VIP Pathfinder Moderately Conservative | Multi Asset | MIMAK, MFMHK, MIMGL, MIMEL |
Ivy VIP Pathfinder Moderate | Multi Asset | MIMAK, MFMHK, MIMGL, MIMEL |
Ivy VIP Pathfinder Moderately Aggressive | Multi Asset | MIMAK, MFMHK, MIMGL, MIMEL |
Ivy VIP Pathfinder Aggressive | Multi Asset | MIMAK, MFMHK, MIMGL, MIMEL |
Ivy VIP Pathfinder Moderately Conservative Managed Volatility | Multi Asset | MIMAK, MFMHK, MIMGL, MIMEL |
Ivy VIP Pathfinder Moderate Managed Volatility | Multi Asset | MIMAK, MFMHK, MIMGL, MIMEL |
Ivy VIP Pathfinder Moderately Aggressive Managed Volatility | Multi Asset | MIMAK, MFMHK, MIMGL, MIMEL |
Ivy VIP Limited-Term Bond | Fixed Income | MIMEL, MIMGL, MIMAK |
Ivy VIP Corporate Bond | Fixed Income | MIMEL, MIMGL, MIMAK |
Ivy VIP High Income | Fixed Income | MIMEL, MIMGL, MIMAK |
Ivy VIP Global Bond | Fixed Income | MIMEL, MIMGL, MIMAK |
Additional Information About DMC
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Appendix I provides the name, address and principal occupation of each executive officer and each trustee of DMC, and Appendix L provides the names of each individual who is an officer or trustee of the respective Trusts and who is also an officer, employee or shareholder of DMC.
Board Considerations in Approving the Proposed New Investment Advisory Agreement
At a meeting held on January 12, 2021 (the “January 2021 Meeting”), the Trusts’ respective Boards, including each Board’s Independent Trustees, considered and unanimously approved the proposed New Investment Advisory Agreement between the Trusts, on behalf of each Fund, and DMC, as shown in Appendix H. The Boards also determined to recommend that shareholders of each Fund approve the proposed New Investment Advisory Agreement. Each Board’s Independent Trustees reviewed the approval of the proposed New Investment Advisory Agreement in executive sessions with their independent legal counsel at which no representatives of DMC or IICO were present. In voting their approval of the proposed New Investment Advisory Agreement at the January 2021 Meeting, the Boards relied on an order issued by the SEC in response to the impacts of the COVID-19 pandemic that provided temporary relief from the in-person meeting requirements under Section 15 of the 1940 Act.
Background for the Board Approvals
At a meeting held on December 17, 2020, representatives of WDR, IICO and DMC met with the Boards to discuss the merger agreement with Macquarie, pursuant to which Macquarie would acquire WDR. The Independent Trustees were advised that the Transaction, if completed, would constitute a Change of Control Event and result in the termination of the Current Investment Advisory Agreements. The Independent Trustees were also advised that it was proposed that DMC, a wholly-owned subsidiary of Macquarie, would serve as the investment adviser to each Fund after the Closing and that the Boards would be asked to consider approval of the terms and conditions of the proposed New Investment Advisory Agreement with DMC and thereafter to submit the proposed New Investment Advisory Agreement to each Fund’s shareholders for approval.
In anticipation of the Transaction, the Trustees met at a series of subsequent meetings on January 6, 2021, January 9, 2021, and January 12, 2021, which included meetings of the full Board and separate meetings of the Independent Trustees for the purposes of considering, among other things: whether it would be in the best interests of each Fund and its respective shareholders to approve the proposed New Investment Advisory Agreement; and the anticipated impacts of the Transaction on the Funds and their shareholders (each, a “Board Meeting”). During each of these Board Meetings, the Boards sought additional and clarifying information as they deemed necessary or appropriate. In this connection, the Independent Trustees worked with their independent legal counsel to prepare formal due diligence requests (the “Diligence Requests”) that were submitted to DMC and DDLP. The Diligence Requests sought information relevant to the Boards’ consideration of the proposed New Investment Advisory Agreement and distribution arrangements, and other anticipated impacts of the Transaction on the Funds and their shareholders. DMC and DDLP provided documents and information in response to the Diligence Requests (the “Response Materials”). Senior management representatives of DMC, WDR and IICO participated in a portion of each Board Meeting and addressed various questions raised by the Boards. Throughout the process, the Independent Trustees were assisted by their independent legal counsel, who advised them on, among other things, their duties and obligations relating to their consideration of the proposed New Investment Advisory Agreement.
The Boards’ evaluation of the proposed New Investment Advisory Agreement reflected the information provided specifically in connection with its review of the proposed New Investment Advisory Agreement, as well as, where relevant, information that was previously furnished to the Boards in connection with the most recent renewal of the Current Investment Advisory Agreements at a meeting of the Boards on August 11-12, 2020 (“2020 15(c) Board Meeting”) and at other subsequent Board meetings in 2020. The Boards’ evaluation of the proposed New Investment Advisory Agreement also reflected the knowledge gained as Trustees of the Funds with respect to services provided by IICO and its affiliates.
The Boards’ approvals and recommendations were based on their determination, within their business judgment, that it would be in the best interests of each Fund and the Fund’s respective shareholders, for DMC to provide investment advisory services to the Funds, following the Closing.
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Factors Considered in Approving the Proposed New Investment Advisory Agreement
In connection with the Boards’ consideration of the proposed New Investment Advisory Agreement, DMC and IICO advised the Boards about a variety of matters, including the following:
• | The nature, extent, and quality of the services to be provided to the Funds by DMC post-Transaction are expected to be of at least the same level as the services currently provided to the Funds by IICO. |
• | DMC’s stated commitment to maintaining and enhancing the Ivy Fund Complex shareholder experience. |
• | DMC does not propose changes to the investment objective(s) of any Funds. |
• | The proposed New Investment Advisory Agreement does not change any Fund’s contractual advisory fee rate. |
• | The portfolio managers and portfolio management teams at IICO that manage the Funds are expected to continue to do so post-Transaction as employees of Macquarie, if they choose to become employees of Macquarie. |
• | DMC proposes that the same Unaffiliated Sub-Advisers be retained post-Transaction. |
• | DMC may utilize certain Affiliated Sub-Advisers to leverage Macquarie’s global equity and/or global fixed income investment platform in providing advisory, trading and other services to the Funds. |
• | DDLP’s distribution capabilities, including its significant network of intermediary relationships, which may provide additional opportunities for the Funds to grow assets and lower fees and expenses through increased economies of scale. |
• | The support expressed by the current senior management team at IICO for the Transaction and IICO’s recommendation that the Boards approve the proposed New Investment Advisory Agreement. |
• | The commitments of Macquarie and WDR to bear all of the direct expenses of the Transaction, including all legal costs and costs associated with the proxy solicitation, regardless of whether the Transaction is consummated. |
• | In addition to the matters noted above, in their deliberations regarding approval of the proposed New Investment Advisory Agreement, the Boards considered the factors discussed below, among others. |
The Nature, Extent, and Quality of Services Expected to be Provided by DMC. The Boards received and considered information regarding the nature, extent and quality of services expected to be provided by DMC. In evaluating the nature, extent and quality of services to be provided by DMC, the Boards considered information provided by DMC regarding its advisory services, investment philosophy and process, investment management capabilities, business and operating structure, scale of operations, leadership and reputation, distribution capabilities, and financial condition (both pre- and post-Closing). The Boards also considered the capabilities, resources, and personnel of DMC, including senior and other personnel of IICO who had been extended offers to join DMC, in order to determine whether DMC is capable of providing the same level of investment management services currently provided to each Fund, and also considered the transition and integration plans to move management of the Funds to DMC. The Boards recognized that the IICO personnel who had been extended offers may not accept such offers and personnel changes may occur in the future in the ordinary course. The Boards also considered the policies and practices of DMC regarding the selection of broker/dealers and the execution of portfolio transactions. The Boards considered the resources and infrastructure that DMC intends to devote to its compliance program to ensure compliance with applicable laws and regulations as well as DMC’s commitment to those programs. The Boards also considered the resources that DMC has devoted to its risk management program and cybersecurity program. The Boards also reviewed information provided by DMC related to its business, legal, and regulatory affairs. This review considered the resources available to DMC to provide the services specified under the proposed New Investment Advisory Agreement. The Boards considered DMC’s financial condition, including the financing of the Transaction, and noted that DMC is expected to be able to provide a high level of service to the Funds and continuously invest and re-invest in its business. Finally, the Boards considered that, following the Transaction, there is not expected to be any diminution in the nature, quality and extent of services provided to the Funds and their shareholders by DMC compared to those currently provided by IICO.
The Boards considered that, while it was proposed that DMC would become the investment adviser to the Funds, the same portfolio managers and portfolio management teams at IICO that manage Funds are expected to continue to do so after the Transaction as employees of Macquarie if they choose to become employees of Macquarie. The Boards
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determined that they had considered the qualifications of the portfolio managers at IICO at the 2020 15(c) Board Meeting.
The Boards considered that certain Funds would continue to operate in a manager-of-managers structure Post- Transaction, with expanded relief provided that the Manager of Managers Proposal is approved. The Board considered that DMC’s experience in allocating assets to, and overseeing the advisory services of, its sub-advisers, was similar to IICO’s role in allocating assets to and overseeing the advisory services provided by the current sub-advisers to the Funds, as applicable. The Board considered that DMC may utilize certain Affiliated Sub-Advisers to leverage Macquarie’s global equity and/or global fixed income investment platform in providing advisory, trading and other services to the Funds.
The Boards considered that the terms and conditions of the proposed New Investment Advisory Agreement are substantially similar to the terms and conditions of the Current Investment Advisory Agreements (see “The Proposed New Investment Advisory Agreement”, above).
After review of these and other considerations, the Boards concluded that DMC will be capable of providing investment advisory services of the same high quality as the investment advisory services provided to the Funds by IICO and IDI, and that these services are appropriate in nature and extent in light of the Funds’ operations and investor needs.
Performance of the Funds. With respect to the performance of the Funds, the Boards considered their review at the 2020 15(c) Board Meeting of peer group and benchmark investment performance comparison data relating to each Fund’s long-term performance record for similar accounts. The Boards considered that information reviewed at the 2020 15(c) Board Meeting would be relevant given that the Funds are expected to retain their current portfolio managers, portfolio management teams or Unaffiliated Sub-Advisers. Based on information presented to the Boards at the 2020 15(c) Board Meeting and its discussions with DMC, the Board concluded that DMC is capable of generating a level of long-term investment performance that is appropriate in light of each Fund’s investment objectives, strategies and restrictions.
Fees to Be Paid to DMC and Expenses of the Funds. The Boards considered that they had reviewed each Fund’s existing advisory fee rate at the 2020 15(c) Board Meeting. The Boards considered that the proposed New Investment Advisory Agreement does not change any Fund’s contractual advisory fee rate. The Boards also considered that DMC and IICO had represented to the Boards that they will use their best efforts to ensure that they and their respective affiliates do not take any action that imposes an “unfair burden” on the Funds as a result of the Transaction or as a result of any express or implied terms, conditions or understandings applicable to the Change of Control Event, for so long as the requirements of Section 15(f) apply. The Boards also considered a comparison of the proposed advisory fees to be paid by each Fund to the advisory fees paid by funds and other accounts managed by DMC (for further information, see Appendix J). The Boards concluded that the retention of DMC was unlikely to impose an unfair burden on the Funds’ because, after the Transaction, none of IICO, DMC, DDLP, or any of their respective affiliates, would be entitled to receive any compensation directly or indirectly (i) from any person in connection with the purchase or sale of securities or other property to, from, or on behalf of the Funds (other than ordinary fees for bona fide principal underwriting services), or (ii) from the Funds or their shareholders for other than bona fide investment advisory or other services. Based on its review, the Boards determined, with respect to each Fund, that DMC’s advisory fee is fair and reasonable in light of the nature, extent and quality of services to be provided to the Fund under the proposed New Investment Advisory Agreement.
Extent to Which DMC May Realize Economies of Scale as the Funds Grow Larger and Whether Fee Levels Reflect These Economies of Scale for the Benefit of the Funds’ Shareholders. The Boards considered potential or anticipated economies of scale in relation to the services DMC would provide to each Fund. The Boards considered that the proposed New Investment Advisory Agreement includes the same advisory fee breakpoints for the same Funds as the Current Investment Advisory Agreements. The Boards also considered DMC’s representation that the significant increase in its assets under management post-Transaction may reasonably be expected to enable the new combined firm to reach greater economies of scale in a shorter time frame. The Boards also considered DMC’s representation that it expected to realize economies of scale in connection with the operation of the Funds, specifically by achieving operational efficiencies, cost synergies and possible consolidation of service providers and vendors. The
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Boards noted that they will have the opportunity to periodically re-examine whether a Fund or the respective Trust has achieved economies of scale, and the appropriateness of investment advisory fees payable to DMC, in the future.
Profits to be Realized by DMC and its Affiliates from Their Relationship with the Trusts. The Boards considered the benefits DMC and its affiliates may derive from their relationship with the Funds. The Boards also considered information on DMC’s profitability that was provided to the board of trustees of the Delaware Funds by Macquarie complex in connection with their most recent 15(c) process. The Boards considered DMC’s representation that the fully integrated Ivy Fund Complex, including investments to support ongoing growth, was expected to have an overall marginally positive impact on DMC’s overall financial profitability. The Boards considered that the expected profitability of DMC and its affiliates was not excessive in light of the nature, extent and quality of the services to be provided to each Fund. The Boards noted the difficulty of accurately projecting profitability under the current circumstances and noted that they would have the opportunity to give further consideration to DMC’s profitability with respect to the Funds at the end of the initial two-year term of the proposed New Investment Advisory Agreement.
Fall-Out Benefits to DMC and its Affiliates. The Boards considered the possible fall-out benefits and other types of benefits that may accrue to DMC and its affiliates. The Boards noted that the Transaction provides DMC and its affiliates the opportunity to deliver investment products and services to the WDR network. The Boards considered that the Transaction, if completed, would significantly increase DMC’s assets under management and expand DMC’s investment capabilities and relationships with certain wealth management intermediaries. Specifically, the Board considered that upon completion of the Transaction, Macquarie has agreed to sell WDR’s wealth management platform to LPL Financial Holdings Inc. This increased size and diversification could facilitate DMC’s continued investment in its business and products, which DMC would be able to leverage across a broader base of assets. DMC also would be able to use trading commission credits from the Funds’ transactions in securities to “purchase” third-party research and execution services to support its investment process. Based on their review, the Boards determined that any “fall-out” benefits and other types of benefits that may accrue to DMC are fair and reasonable.
Conclusions. Based on the foregoing and other relevant considerations, at the January 2021 Meeting, the Boards, including a majority of each Board’s Independent Trustees, acting within their business judgment, (1) concluded that the terms of the proposed New Investment Advisory Agreement are fair and reasonable and that approval of the proposed New Investment Advisory Agreement is in the best interests of each Fund and its respective shareholders, (2) voted to approve the proposed New Investment Advisory Agreement, and (3) voted to recommend approval of the proposed New Investment Advisory Agreement by shareholders of the Funds. The Boards evaluated all information available to them on a Fund-by-Fund basis and their determinations were made separately in respect of each Fund. The Boards noted some factors may have been more or less important with respect to any particular Fund and that no one factor was determinative of their decisions which, instead, were premised upon the totality of factors considered. In this connection, the Boards also noted that different Board members likely placed emphasis on different factors in reaching their individual conclusions to vote in favor of the proposed New Investment Advisory Agreement and to recommend approval of the proposed New Investment Advisory Agreement by shareholders of the Funds.
Required Vote
Approval of the New Investment Advisory Agreement Proposal requires the vote of a “1940 Act majority” of the outstanding voting securities of each Fund. For these purposes and as used herein, a “1940 Act Majority” is the vote of (1) 67% or more of the voting securities of a Fund entitled to vote on the Proposal that are present at the Second Meeting, if the holders of more than 50% of the outstanding shares are present or represented by proxy, or (2) more than 50% of the outstanding voting securities entitled to vote on the Proposal, whichever is less. Shareholders of each Fund will vote separately on the Proposal, and all shareholders of all classes of shares of a Fund will vote together as a single class on the Proposal. The approval of the proposed New Investment Advisory Agreement with respect to any one Fund is not contingent upon the approval by any other Fund. If the New Investment Advisory Agreement is approved by shareholders, DMC will manage the Funds effective upon the Closing. If the Transaction is not consummated, the New Investment Advisory Agreement Proposal will not be implemented, even if approved by shareholders.
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THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF EACH FUND VOTE FOR THE NEW INVESTMENT ADVISORY AGREEMENT PROPOSAL.
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SECOND MEETING - PROPOSAL 2
TO APPROVE EACH FUND’S ABILITY TO RELY ON A NEW MANAGER OF MANAGERS EXEMPTIVE ORDER
(THE “MANAGER OF MANAGERS PROPOSAL”)
Introduction
The Manager of Managers Proposal relates to a type of exemptive relief granted by the SEC, known as a “manager of managers” order, that allows funds to hire sub-advisers and to make certain material changes to sub-advisory agreements without shareholder approval. Under this structure, an investment adviser has the ultimate responsibility, subject to oversight by the board of trustees, for overseeing funds’ sub-advisers and recommending to the board of trustees their hiring, termination, or replacement. Proxy solicitations can be a long and costly process for funds and without this exemptive relief, shareholder approval is required to hire a new sub-adviser or to change certain material terms of a sub-advisory agreement.
The exemptive relief provided by a manager of managers order enables funds to operate with greater efficiency and without incurring the expense and delays associated with obtaining shareholder approvals for matters relating to sub-advisers or sub-advisory agreements. In addition, should a fund have a poorly performing sub-adviser or one whose management team has left or is going through a change of control, the investment adviser and board of trustees would have the ability to replace the sub-adviser quickly under the terms of the manager of managers order, helping to mitigate any detrimental impact to the fund.
Under the terms of manager of managers orders, the investment advisor may hire a sub-adviser subject to board approval, without a shareholder vote. However, shareholders, by means of an information statement, are fully informed of any sub-adviser changes and can make an informed decision about the merits of such sub-adviser when determining whether to continue investing in a fund.
The New Manager of Managers Exemptive Order
In 2014, the SEC granted IICO a manager of managers order (the “Current Order”) which permits IICO, with the approval of the Board, to appoint and replace unaffiliated sub-advisers, enter into sub-advisory agreements with such entities, and materially amend and terminate such sub-advisory agreements on behalf of the Funds. The Current Order does not apply to sub-advisers that are affiliated with IICO. Shareholders of certain Funds have previously approved the use of the Current Order and the related multi-manager structure, and IICO has hired Unaffiliated Sub-Advisers in reliance on such order.
In 2017, the SEC granted DMC a manager of managers order (the “New Order”) that permits DMC, with the approval of the applicable board of trustees, to appoint and replace unaffiliated and indirect or direct wholly owned affiliated sub-advisers for funds it advises, enter into sub-advisory agreements with such entities, and materially amend and terminate such sub-advisory agreements on behalf of such funds. The New Order applies to any existing or future registered open-end management investment company or series thereof that is advised by DMC. Therefore, DMC can rely on the New Order as part of its management of the Funds without amending it or obtaining another exemptive order. The New Order will not be impacted by the Transaction.
The New Order subjects DMC, and would subject the Funds if approved, to several conditions imposed by the SEC to ensure that the interests of the Funds’ shareholders are adequately protected. Among these conditions are that within 90 days of the hiring of a new sub-adviser, a Fund will provide shareholders with an information statement, or with a notice of the availability of such information statement, that contains substantially the same information about the sub-adviser, the sub-advisory agreement and the sub-advisory fee that the Fund would otherwise have been required to send to shareholders in a proxy statement. Other than the ability to hire and terminate affiliated sub-advisers, the conditions with respect to the New Order are also substantially the same as the conditions applicable to IICO under the Current Order.
As described in the New Investment Advisory Agreement Proposal under “Macquarie’s Global Investment Platforms,” the Transaction will increase the number of affiliates that are investment managers that may be able to
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provide services to the Funds. The ability to hire these Affiliated Sub-Advisers without the need for shareholder approval would benefit the Funds by providing them with efficient and timely access to world-class asset managers from within the broader Macquarie organization. In the future, there may be other opportunities for a Fund to hire a sub-adviser that is an affiliate of DMC. Before a Fund may rely on the New Order, the operation of the Fund in the manner permitted by the New Order must be approved by shareholders.
Effect of the Manager of Managers Proposal on the Funds and the Board’s Considerations
In connection with the Transaction and subject to a shareholder vote as further described in the New Investment Advisory Agreement Proposal, it is intended that IICO will be replaced by DMC as adviser to the Funds. In order to continue to have the ability to utilize the manager of managers structure and to benefit from the broader relief in the New Order, shareholders of the Funds are being asked to approve the New Order. The New Order, as previously explained, is substantially the same as the Current Order with respect to both its scope and conditions, except that the New Order will permit DMC, with the approval of the Board, to appoint and replace both unaffiliated and affiliated sub-advisers, enter into sub-advisory agreements with such entities, and materially amend and terminate such sub-advisory agreements on behalf of the Funds. For this reason, the approval of the Manager of Managers Proposal will not only continue to provide the efficiencies and flexibilities provided under the Current Order but will also expand those benefits by allowing DMC to engage with affiliated sub-advisers. This allows a Fund to avoid the expenses and delays associated with obtaining shareholder approvals for matters relating to sub-advisers or sub-advisory agreements while also allowing DMC, as the new adviser to the Funds, to efficiently utilize Affiliated Sub-Advisers to leverage Macquarie’s global investment platform.
The approval of the New Order, or of any future sub-advisers approved under the New Order, will not alter the fees paid to the Fund’s adviser or otherwise increase the expenses of the Funds.
At the January 2021 Meeting, the Boards, including each Board’s Independent Trustees, considered and unanimously approved reliance on the New Order. The approval of the New Order will permit the Funds to continue to utilize a manager of managers structure and will allow DMC to recommend and hire a broad universe of affiliated and unaffiliated sub-advisers in a cost-effective and timely manner, which the Boards believe will benefit the Funds and their shareholders. The Boards considered DMC’s experience with the manager of managers structure, noting that DMC has utilized such manager of managers structure successfully for several years for the Delaware Funds by Macquarie. The Boards believe that it is in the best interest of each Fund to afford DMC the flexibility to provide investment advisory services to each Fund through one or more sub-advisers that have particular expertise in the type of investments in which a Fund invests. The Boards considered that Fund expenses will remain unaffected, and that any increases in the total fees paid by the Funds to DMC would still require shareholder approval. The Boards also considered that any sub-adviser appointment or material change to a sub-advisory agreement would still require Board approval. Based on its review, consideration and evaluation of all factors it believed relevant, including the above-described factors and conclusions, the Board of each Trust, on behalf of each Fund, unanimously believes that the approval of the New Order is in the best interest of shareholders and unanimously recommends you vote FOR the Manager of Managers Proposal.
Required Vote
Approval of the Manager of Managers Proposal requires a vote of a 1940 Act Majority of the outstanding voting securities of each Fund. Shareholders of each Fund will vote separately on the Manager of Managers Proposal, and all shareholders of all classes of shares of a Fund will vote together as a single class on the Proposal. The approval of the Manager of Managers Proposal with respect to any one Fund is not contingent upon the approval by any other Fund. If the Manager of Managers Proposal is approved, it will be implemented by each such Fund upon the Closing of the Transaction. If shareholders do not approve the Manager of Managers Proposal for a Fund, the Board will consider what other actions to take for the Fund, including whether to re-solicit shareholders for the Manager of Managers Proposal or solicit shareholders for approval of affiliated and unaffiliated sub-advisory agreements. If the Transaction is not consummated, the Manager of Managers Proposal will not be implemented, even if approved by shareholders.
36
THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF EACH FUND VOTE FOR THE MANAGER OF MANAGERS PROPOSAL.
37
OTHER BUSINESS
The Board does not intend to present any other business at the Meetings. If, however, any other matters are properly brought before the Meetings, the persons named in the accompanying form of proxy card/voting instruction form will vote thereon in accordance with their judgment.
The Trusts generally are not required to hold annual meetings of shareholders, and the Trusts currently do not intend to hold such meetings unless certain specified shareholder actions are required to be taken under the 1940 Act or a Trust’s charter documents. Any shareholder who wishes to submit proposals to be considered at a special meeting of a Fund’s shareholders should send such proposals to the Secretary of the relevant Fund at 6300 Lamar Avenue, Overland Park, Kansas 66202. Any shareholder proposal intended to be presented at any future meeting of a Fund’s shareholders must be received by such Fund at its principal office a reasonable time before the solicitation of proxies for such meeting in order for such proposal to be considered for inclusion in the proxy statement relating to such meeting. Moreover, inclusion of any such proposals is subject to limitations under the federal securities laws. Persons named as proxies for any subsequent shareholders’ meeting will vote in their discretion with respect to proposals submitted on an untimely basis.
Shareholders who wish to send communications to the Board or the specific members of the Board should submit the communication in writing to the attention of the Secretary of the relevant Fund, at the address in the preceding paragraph, identifying the correspondence as intended for the Board of the Fund or a specified member of the Board. The Secretary will maintain a copy of any such communication and will promptly forward it to the Board or the specified member of the Board, as appropriate.
INFORMATION ABOUT THE MEETINGS
Record Date
Shareholders of record of the Funds as of the close of business on the Record Date are entitled to vote at the Meetings or any adjournment, postponement or delay thereof. Shareholders of the Funds on the Record Date will be entitled to one vote for each share and a fractional vote for each fractional share that they own. No shares have cumulative voting rights in the election of Trustees. The number of shares that you may vote is the total of the number shown on the proxy card/voting instruction form accompanying this Joint Proxy Statement. Appendix B sets forth the number of shares issued and outstanding for each class of each Fund as of the Record Date.
Revocation of Proxies
Any shareholder giving a proxy has the power to revoke it by mail (addressed to the Secretary at the principal executive office of the Trusts at the address shown at the beginning of this Joint Proxy Statement) or audio teleconference at the Meetings, by executing a superseding proxy or by submitting a notice of revocation to the relevant Fund. A superseding proxy may also be executed by voting via telephone or Internet. The superseding proxy need not be voted using the same method (mail, telephone, or Internet) as the original proxy vote.
All properly executed and unrevoked proxies received in time for each Meeting will be voted as instructed by shareholders. If you execute your proxy but give no voting instructions, your shares that are represented by proxies will be voted “FOR” each Trustee Nominee and “FOR” the Proposals and, in the proxies’ discretion, “FOR” or “AGAINST” any other business that may properly come before the Meetings.
Quorum, Voting and Adjournment
For each Trust, the presence at the First Meeting, via audio teleconference or by proxy, of one-third of the outstanding shares of such Trust entitled to vote, as of the Record Date, shall be necessary and sufficient to constitute a quorum for the transaction of business for that Trust. For each Fund, the presence at the Second Meeting, via audio teleconference or by proxy, of one-third of the outstanding shares of such Fund entitled to vote, as of the Record Date, shall be necessary and sufficient to constitute a quorum for the transaction of business for that Fund.
38
In the event that a quorum is not present at a Meeting, or if there are insufficient votes to approve a Proposal by the time of the applicable Meeting, the proxies, or their substitutes, or the chairman of the Meeting may propose that the Meeting be adjourned one or more times to permit further solicitation. Any adjournment by the shareholders requires the affirmative vote of a majority of the total number of shares that are present via audio teleconference or by proxy when the adjournment is being voted on. If a quorum is present, the proxies will vote in favor of any such adjournment all shares that they are entitled to vote in favor of the Proposals and the proxies will vote against any such adjournment any shares for which they are directed to vote against the Proposals. The proxies will not vote any shares for which they are directed to abstain from voting on the Proposals.
Effect of Abstentions and Broker Non-Votes. For purposes of determining the presence of a quorum for transacting business at the Meetings, abstentions and broker “non-votes” (i.e., shares held by brokers or nominees, typically in “street name,” as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) will be treated as shares that are present for purposes of determining a quorum. For purposes of determining the approval of the Proposals, abstentions and broker non-votes do not count as votes cast with respect to a Proposal. Accordingly, abstentions and broker non-votes will have no effect on the Trustee Election Proposal and will have the effect of a vote against the New Investment Advisory Agreement Proposal and the Manager of Managers Proposal.
InvestEd Portfolios and Class E Shares of Ivy Funds. The InvestEd Plan (“InvestEd Plan”) was established under the Arizona Family College Savings Program (the “Program”). The Program was established by the State of Arizona as a qualified state tuition program in accordance with Section 529 of the Revenue Code. Contributions to the InvestEd Plan accounts may be invested in shares of the InvestEd Portfolios and/or Class E Shares of the Funds, which are held in the name and for the benefit of the Arizona State Board of Investment (“ASBI”) in its capacity as Trustee of the Program. The ASBI is responsible for casting votes for the beneficial owners of InvestEd Plan accounts (“Accountholders”). The ASBI will consider input from Accountholders in voting proxies but is not required to vote based on input from Accountholders. In voting proxies on routine items, such as the uncontested election of directors, the ASBI generally will vote for such proposals. If you want to provide your input to the ASBI, please visit www.az529.gov.
Discretionary Voting
Broker-dealers that hold a Trust’s or Fund’s shares in “street name” for the benefit of their customers will request the instructions of such customers on how to vote their shares on the Proposals. The Trusts understand that, under the rules of the New York Stock Exchange (“NYSE”), such broker-dealer firms may for certain “routine” matters, without instructions from their customers and clients, grant discretionary authority to the proxies designated by the Board to vote if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions. The election of a Trustee is a “routine” matter and beneficial owners who do not provide proxy instructions or who do not return a proxy card/voting instruction form may have their shares voted by broker-dealer firms in favor of the Trustee Election Proposal. Broker-dealers who are not members of the NYSE may be subject to other rules, which may or may not permit them to vote your shares without instruction. We urge you to provide instructions to your broker or nominee so that your votes may be counted.
Solicitation of Proxies
The initial solicitation of proxies will be made by mail. Additional solicitations may be made by telephone, e-mail, or other personal contact by the Trusts’ officers or employees or representatives of IICO or one of its affiliates or by a proxy soliciting firm retained by the Funds. IICO has retained Di Costa Partners as proxy solicitor to assist in the solicitation of proxy votes primarily by contacting shareholders by telephone and facsimile. The proxy solicitor’s services include proxy consulting, mailing, tabulation and solicitation services. The cost of retaining such proxy solicitor, including printing and mailing costs, is estimated to be approximately $4.6 million, to be borne by WDR and Macquarie and their respective affiliates. The Funds will not bear any costs associated with the proxy solicitation. Costs will vary depending on the number of solicitations made. The Trusts’ officers, and those employees and representatives of IICO or its affiliates who assist in the proxy solicitation, will not receive any additional or special compensation for any such efforts. In addition, the Trusts will request broker-dealer firms, custodians, nominees and fiduciaries to forward proxy materials to the beneficial owners of their shares held of record by such persons.
39
OTHER INFORMATION
Share and Class Information
As of the Record Date, certain Funds offered multiple classes of shares to the public pursuant to a Multiple Class Plan adopted by its respective Board (the “18f-3 Plan”). Each 18f-3 Plan sets forth that shares of each class of a Fund represent an equal pro rata interest in the Fund and generally have identical voting, dividend, liquidation, and other rights, preferences, powers, restrictions, limitations, qualifications, terms and conditions, except that each class bears certain class-specific expenses and has separate voting rights on certain matters that relate solely to that class or in which the interests of shareholders of one class differ from the interests of shareholders of another class.
Service Providers
Adviser. IICO, located at 6300 Lamar Avenue, Overland Park, Kansas 66202, serves as the current investment adviser to the Funds. IICO is a wholly-owned subsidiary of Waddell & Reed Financial, Inc., located at 6300 Lamar Avenue, Overland Park, Kansas 66202. Provided shareholder approval is received, DMC will serve as the investment adviser to the Funds upon the Closing of the Transaction, as described in the New Investment Advisory Agreement Proposal.
Distributor. IDI, located at 6300 Lamar Avenue, Overland Park, Kansas 66202, serves as the distributor for Ivy Funds, InvestEd Portfolios and Ivy VIP. Upon Closing of the Transaction, DDLP will serve as the distributor for the Funds. DDLP is located at 100 Independence, 610 Market Street, Philadelphia, Pennsylvania 19106.
Custodian. The Bank of New York Mellon, located at 240 Greenwich Street, New York, New York 10286, serves as the custodian for the Funds. The Bank of New York Mellon will continue to serve as custodian for the Funds upon the Closing of the Transaction.
Shareholder Servicing and Accounting Services Agent. WISC, 6300 Lamar Avenue, Overland Park, Kansas 66202, serves as the shareholder servicing and accounting services agent for the Funds. It is currently anticipated that WISC will continue to serve as the shareholder servicing and accounting services agent for the Funds upon the Closing of the Transaction.
Independent Registered Public Accounting Firm
Deloitte LLP (“Deloitte”) was selected as the Funds’ independent registered public accounting firm to audit the accounts of the Funds for their most recently completed fiscal year. Representatives of Deloitte are not expected to attend the Meetings. The Funds do not know of any direct or indirect financial interest of Deloitte in the Trusts.
Appendix N shows the fees billed by Deloitte for audit and other services provided to the Trusts for the Trusts and fiscal years as indicated.
The Board of Ivy Funds selected PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit the accounts of the Funds in the Trust with fiscal years ending March 31 following the Closing of the Transaction. It is anticipated that PricewaterhouseCoopers LLP will be selected as the independent registered public accounting firm to audit the accounts of the remaining Funds listed on Appendix A following the Closing of the Transaction.
Shareholder Reports
Copies of each Trust’s Annual Report for the most recently completed fiscal year previously have been mailed or made available to shareholders. This Joint Proxy Statement should be read in conjunction with each Annual Report. You can obtain copies of the Annual Reports, without charge, by writing to the respective Trust or to IDI at 6300 Lamar Avenue, Overland Park, Kansas 66202, or by calling 888-923-3355. You should receive the reports within three business days of your request. Copies of these reports are also available free of charge at www.ivyinvestments.com.
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Householding
To avoid sending duplicate copies of materials to households, the Trusts may mail only one copy of this Joint Proxy Statement to shareholders having the same last name and address on the Trusts’ records, unless a Trust has received contrary instructions from a shareholder. The consolidation of these mailings benefits the Trusts through reduced mailing expenses. If a shareholder wants to receive multiple copies of these materials, the shareholder should make a request by writing to that Trust’s underwriter at their address set forth above.
By Order of the Board,
Jennifer K. Dulski
Secretary
January 29, 2021
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APPENDIX A
FUNDS INCLUDED IN THIS JOINT PROXY STATEMENT
Ivy Funds: |
Ivy Accumulative Fund |
Ivy Wilshire Global Allocation Fund |
Ivy Mid Cap Income Opportunities Fund |
Ivy Pzena International Value Fund |
Ivy Apollo Strategic Income Fund |
Ivy California Municipal High Income Fund |
Ivy Corporate Bond Fund |
Ivy Crossover Credit Fund |
Ivy Government Securities Fund |
Ivy Pictet Emerging Markets Local Currency Debt Fund |
Ivy Pictet Targeted Return Bond Fund |
Ivy PineBridge High Yield Fund |
Ivy International Small Cap Fund |
Ivy Apollo Multi-Asset Income Fund |
Ivy Cash Management Fund |
Ivy Core Equity Fund |
Ivy Large Cap Growth Fund |
Ivy Mid Cap Growth Fund |
Ivy Small Cap Core Fund |
Ivy Small Cap Growth Fund |
Ivy Value Fund |
Ivy Global Bond Fund |
Ivy High Income Fund |
Ivy Limited-Term Bond Fund |
Ivy Municipal Bond Fund |
Ivy Municipal High Income Fund |
Ivy Securian Core Bond Fund |
Ivy Emerging Markets Equity Fund |
Ivy Global Equity Income Fund |
Ivy Global Growth Fund |
Ivy International Core Equity Fund |
Ivy Managed International Opportunities Fund |
Ivy Asset Strategy Fund |
Ivy Balanced Fund |
Ivy Energy Fund |
Ivy LaSalle Global Real Estate Fund |
Ivy Natural Resources Fund |
Ivy Science and Technology Fund |
Ivy Securian Real Estate Securities Fund |
Ivy Government Money Market Fund |
Ivy ProShares S&P 500 Dividend Aristocrats Index Fund |
Ivy ProShares Russell 2000 Dividend Growers Index Fund |
Ivy ProShares Interest Rate Hedged High Yield Index Fund |
Ivy ProShares S&P 500 Bond Index Fund |
Ivy ProShares MSCI ACWI Index Fund |
InvestEd Portfolios: |
InvestEd 90 Portfolio |
A-1
InvestEd 80 Portfolio |
InvestEd 70 Portfolio |
InvestEd 60 Portfolio |
InvestEd 50 Portfolio |
InvestEd 40 Portfolio |
InvestEd 30 Portfolio |
InvestEd 20 Portfolio |
InvestEd 10 Portfolio |
InvestEd 0 Portfolio |
Ivy Variable Insurance Portfolios: |
Ivy VIP Pathfinder Moderate – Managed Volatility |
Ivy VIP Pathfinder Moderately Aggressive – Managed Volatility |
Ivy VIP Pathfinder Moderately Conservative – Managed Volatility |
Ivy VIP Core Equity |
Ivy VIP Growth |
Ivy VIP Mid Cap Growth |
Ivy VIP Small Cap Core |
Ivy VIP Small Cap Growth |
Ivy VIP Value |
Ivy VIP Corporate Bond |
Ivy VIP Global Bond |
Ivy VIP High Income |
Ivy VIP Limited-Term Bond |
Ivy VIP Global Equity Income |
Ivy VIP Global Growth |
Ivy VIP International Core Equity |
Ivy VIP Asset Strategy |
Ivy VIP Balanced |
Ivy VIP Energy |
Ivy VIP Natural Resources |
Ivy VIP Science and Technology |
Ivy VIP Securian Real Estate Securities |
Ivy VIP Government Money Market |
Ivy VIP Pathfinder Aggressive |
Ivy VIP Pathfinder Moderately Aggressive |
Ivy VIP Pathfinder Moderate |
Ivy VIP Pathfinder Moderately Conservative |
Ivy VIP Pathfinder Conservative |
A-2
APPENDIX B
SHARES ISSUED AND OUTSTANDING
On the Record Date, each Fund had the following number of shares of each class issued and outstanding:
InvestEd Portfolios
Fund | Shares |
InvestEd 90 Portfolio | 1,044,921.820 |
InvestEd 80 Portfolio | 1,512,103.911 |
InvestEd 70 Portfolio | 9,145,863.870 |
InvestEd 60 Portfolio | 5,757,028.331 |
InvestEd 50 Portfolio | 3,316,863.004 |
InvestEd 40 Portfolio | 4,602,541.153 |
InvestEd 30 Portfolio | 4,611,810.086 |
InvestEd 20 Portfolio | 5,834,214.141 |
InvestEd 10 Portfolio | 4,633,813.366 |
InvestEd 0 Portfolio | 4,291,882.068 |
Ivy Funds
Fund | Shares | |||
Class A | Class B | Class C | Class E | |
Ivy Accumulative Fund | 106,229,970.357 | 32,061.878 | 369,369.574 | |
Ivy Apollo Multi-Asset Income Fund | 8,342,568.907 | 863,229.400 | ||
Ivy Apollo Strategic Income Fund | 10,732,774.471 | 525,849.129 | ||
Ivy Asset Strategy Fund | 66,665,146.536 | 518,102.719 | 7,337,682.143 | 1,594,144.189 |
Ivy Balanced Fund | 55,111,906.786 | 477,593.026 | 7,811,534.373 | |
Ivy California Municipal High Income Fund | 1,748,832.461 | 164,975.951 | ||
Ivy Cash Management Fund | 1,312,324,477.155 | 330,328.593 | 2,114,880.394 | |
Ivy Core Equity Fund | 192,566,707.415 | 235,471.202 | 2,424,091.274 | 986,636.227 |
Ivy Corporate Bond Fund | 54,920,127.768 | 23,331.198 | 456,475.688 | |
Ivy Crossover Credit Fund | 1,683,889.987 | |||
Ivy Emerging Markets Equity Fund | 13,347,950.652 | 23,100.854 | 2,389,312.657 | |
Ivy Energy Fund | 12,464,655.117 | 69,499.034 | 1,631,127.408 | |
Ivy Global Bond Fund | 17,546,930.475 | 34,576.258 | 453,013.243 | |
Ivy Global Equity Income Fund | 23,246,999.442 | 156,829.984 | 560,426.236 | 380,726.292 |
Ivy Global Growth Fund | 9,542,006.847 | 5,821.907 | 121,101.329 | |
Ivy Government Money Market Fund | 179,176,839.824 | 558,737.077 | 5,310,169.511 | 11,725,107.828 |
Ivy Government Securities Fund | 16,811,925.895 | 16,274.090 | 328,319.941 | |
Ivy High Income Fund | 253,011,530.881 | 1,347,057.174 | 49,871,582.154 | 1,277,078.864 |
Ivy International Small Cap Fund | 1,147,507.545 | 125,531.374 | ||
Ivy International Core Equity Fund | 20,096,289.372 | 38,681.398 | 4,259,020.183 | 380,399.386 |
Ivy Large Cap Growth Fund | 95,051,868.016 | 229,002.946 | 3,393,017.101 | 1,045,988.436 |
Ivy LaSalle Global Real Estate Fund | 1,051,999.212 | 67,847.351 | 305,610.234 | |
Ivy Limited-Term Bond Fund | 37,625,686.886 | 32,636.420 | 2,510,074.485 | 681,748.121 |
Ivy Managed International Opportunities Fund | 5,169,380.208 | 7,286.560 | 106,669.807 | |
Ivy Mid Cap Growth Fund | 66,476,266.638 | 179,627.324 | 6,201,216.037 | 542,723.297 |
B-1
Ivy Mid Cap Income Opportunities Fund | 9,317,356.618 | 1,327,736.511 | ||
Ivy Municipal Bond Fund | 37,480,798.100 | 19,429.566 | 721,053.305 | |
Ivy Municipal High Income Fund | 126,160,859.343 | 120,861.750 | 6,722,346.258 | |
Ivy Natural Resources Fund | 11,234,138.530 | 14,252.647 | 357,563.321 | 205,972.953 |
Ivy Pictet Emerging Markets Local Currency Debt Fund | 602,927.178 | 211,052.548 | ||
Ivy Pictet Targeted Return Bond Fund | 1,948,800.916 | 448,423.698 | ||
Ivy PineBridge High Yield Fund | 1,868,579.266 | |||
Ivy ProShares Interest Rate Hedged High Yield Index Fund | 353,719.892 | 116,828.261 | ||
Ivy ProShares MSCI ACWI Index Fund | 1,548,185.058 | 149,036.148 | ||
Ivy ProShares Russell 2000 Dividend Growers Index Fund | 184,476.885 | 109,824.565 | ||
Ivy ProShares S&P 500 Bond Index Fund | 452,887.669 | 187,494.633 | ||
Ivy ProShares S&P 500 Dividend Aristocrats Index Fund | 319,137.436 | 229,034.739 | ||
Ivy Pzena International Value Fund | 3,623,933.334 | 3,856.771 | 41,050.799 | |
Ivy Science and Technology Fund | 62,592,202.773 | 289,914.101 | 6,368,602.186 | 656,409.665 |
Ivy Securian Core Bond Fund | 20,426,774.679 | 31,364.621 | 1,067,935.695 | 469,100.381 |
Ivy Securian Real Estate Securities Fund | 5,422,972.351 | 22,857.233 | 86,523.353 | 106,074.280 |
Ivy Small Cap Core Fund | 7,897,724.527 | 26,050.922 | 1,202,328.501 | |
Ivy Small Cap Growth Fund | 60,019,021.520 | 161,334.372 | 3,830,024.094 | 663,253.319 |
Ivy Value Fund | 13,656,521.648 | 30,686.402 | 305,965.097 | |
Ivy Wilshire Global Allocation Fund | 82,682,051.134 | 131,165.839 | 804,464.704 |
Fund | Shares | |||
Class I | Class N | Class R | Class Y | |
Ivy Accumulative Fund | 26,278,642.109 | 45,056.620 | ||
Ivy Apollo Multi-Asset Income Fund | 21,023,179.000 | 321,969.282 | 317,376.217 | |
Ivy Apollo Strategic Income Fund | 25,074,341.450 | 109,384.788 | 171,791.965 | |
Ivy Asset Strategy Fund | 29,366,439.640 | 795,935.432 | 1,223,785.161 | 4,566,181.083 |
Ivy Balanced Fund | 31,493,643.085 | 434,651.318 | 414,459.424 | 583,824.329 |
Ivy California Municipal High Income Fund | 1,307,940.316 | 125,988.463 | ||
Ivy Cash Management Fund | ||||
Ivy Core Equity Fund | 55,268,351.128 | 4,707,911.749 | 31,661.426 | 1,373,803.551 |
Ivy Corporate Bond Fund | 69,501,523.375 | 9,042,462.053 | 39,808.917 | |
Ivy Crossover Credit Fund | 3,711,683.352 | 593,466.903 | 102,524.171 | |
Ivy Emerging Markets Equity Fund | 48,778,064.363 | 11,584,363.509 | 403,512.224 | 1,362,117.626 |
Ivy Energy Fund | 15,506,604.856 | 398,746.282 | 3,420,231.256 | 1,185,459.482 |
Ivy Global Bond Fund | 22,950,572.577 | 5,935,297.929 | 26,891.640 | 87,360.428 |
Ivy Global Equity Income Fund | 20,271,406.306 | 1,876,485.942 | 26,886.381 | 149,852.032 |
Ivy Global Growth Fund | 8,633,589.618 | 347,231.579 | 17,452.391 | 59,162.365 |
Ivy Government Money Market Fund | 250,000.000 | |||
Ivy Government Securities Fund | 25,298,549.891 | 24,827,839.124 |
B-2
Ivy High Income Fund | 240,004,064.007 | 10,645,534.984 | 6,973,916.208 | 18,955,336.549 |
Ivy International Small Cap Fund | 4,079,607.623 | 4,219,728.940 | 24,407.930 | |
Ivy International Core Equity Fund | 75,806,609.660 | 28,151,027.187 | 2,921,937.795 | 5,116,776.377 |
Ivy Large Cap Growth Fund | 81,999,662.405 | 5,277,381.188 | 514,095.769 | 1,089,483.253 |
Ivy LaSalle Global Real Estate Fund | 5,958,847.999 | 1,400,937.880 | 114,919.660 | 95,478.340 |
Ivy Limited-Term Bond Fund | 53,609,470.133 | 10,899,374.495 | 39,339.588 | 247,963.601 |
Ivy Managed International Opportunities Fund | 10,087,457.356 | 31,075.181 | 29,504.518 | 11,252.254 |
Ivy Mid Cap Growth Fund | 85,920,991.870 | 16,195,868.360 | 2,419,549.068 | 9,443,986.196 |
Ivy Mid Cap Income Opportunities Fund | 58,155,069.489 | 5,154,576.839 | 46,257.077 | 1,924,341.116 |
Ivy Municipal Bond Fund | 24,876,253.296 | 82,835.020 | 36,193.252 | |
Ivy Municipal High Income Fund | 62,114,027.926 | 210,713.797 | 931,341.790 | |
Ivy Natural Resources Fund | 5,543,822.7490 | 83,275.2460 | 878,236.0920 | 811,613.0510 |
Ivy Pictet Emerging Markets Local Currency Debt Fund | 3,040,545.0080 | 2,362,724.2020 | 28,968.7160 | |
Ivy Pictet Targeted Return Bond Fund | 10,645,101.5520 | 6,277,171.0530 | 24,953.3740 | |
Ivy PineBridge High Yield Fund | 8,288,643.9740 | 4,107,963.8520 | ||
Ivy ProShares Interest Rate Hedged High Yield Index Fund | 3,556,109.5640 | 103,708.8730 | ||
Ivy ProShares MSCI ACWI Index Fund | 3,890,783.6540 | |||
Ivy ProShares Russell 2000 Dividend Growers Index Fund | 6,812,456.3780 | 1,222,143.6270 | ||
Ivy ProShares S&P 500 Bond Index Fund | 12,626,565.3970 | 104,584.7100 | ||
Ivy ProShares S&P 500 Dividend Aristocrats Index Fund | 23,553,525.463 | 6,113,940.490 | 83,371.035 | |
Ivy Pzena International Value Fund | 4,941,733.748 | 4,865,033.931 | 18,872.257 | 58,068.852 |
Ivy Science and Technology Fund | 27,959,862.393 | 1,852,672.423 | 1,775,968.030 | 4,675,287.850 |
Ivy Securian Core Bond Fund | 71,161,042.898 | 16,759,165.727 | 83,653.712 | 964,802.616 |
Ivy Securian Real Estate Securities Fund | 5,354,042.200 | 22,156.035 | 21,622.359 | 2,818,402.081 |
Ivy Small Cap Core Fund | 18,831,475.299 | 3,106,058.755 | 983,870.657 | 412,267.287 |
Ivy Small Cap Growth Fund | 39,027,850.382 | 8,253,608.032 | 3,218,245.798 | 4,690,901.803 |
Ivy Value Fund | 32,167,093.749 | 5,545,914.890 | 14,092.598 | 4,169.450 |
Ivy Wilshire Global Allocation Fund | 39,977,442.039 | 34,996.848 |
Ivy Variable Insurance Portfolios
Fund | Shares | |
Class I | Class II | |
Ivy VIP Asset Strategy | 36,900.938 | 72,629,099.567 |
Ivy VIP Balanced | 39,286,172.338 | |
Ivy VIP Core Equity | 50,917,477.692 | |
Ivy VIP Corporate Bond | 112,826,127.561 | |
Ivy VIP Energy | 80,604.431 | 18,164,108.503 |
Ivy VIP Global Bond | 3,860,747.654 | |
Ivy VIP Global Equity Income | 51,909,791.850 |
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Ivy VIP Global Growth | 35,980,219.352 | |
Ivy VIP Government Money Market | 97,010,571.820 | |
Ivy VIP Growth | 70,221,870.561 | |
Ivy VIP High Income | 5,898,320.833 | 252,130,074.233 |
Ivy VIP International Core Equity | 39,382,518.443 | |
Ivy VIP Limited-Term Bond | 85,484,043.962 | |
Ivy VIP Mid Cap Growth | 13,826,090.687 | 25,083,348.940 |
Ivy VIP Natural Resources | 24,042,003.403 | |
Ivy VIP Pathfinder Aggressive | 13,690,636.155 | |
Ivy VIP Pathfinder Conservative | 20,847,084.672 | |
Ivy VIP Pathfinder Moderate | 126,259,548.286 | |
Ivy VIP Pathfinder Moderate – Managed Volatility | 126,105,508.858 | |
Ivy VIP Pathfinder Moderately Aggressive | 152,686,317.664 | |
Ivy VIP Pathfinder Moderately Aggressive – Managed Volatility | 17,553,580.001 | |
Ivy VIP Pathfinder Moderately Conservative | 36,743,808.147 | |
Ivy VIP Pathfinder Moderately Conservative – Managed Volatility | 15,292,087.170 | |
Ivy VIP Science and Technology | 58,873.210 | 18,655,977.616 |
Ivy VIP Securian Real Estate Securities | 4,443,938.058 | |
Ivy VIP Small Cap Core | 13,380,310.809 | |
Ivy VIP Small Cap Growth | 4,781,937.915 | 33,407,958.471 |
Ivy VIP Value | 72,147,714.618 |
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APPENDIX C
INFORMATION ON NUMBER OF BOARD AND COMMITTEE MEETINGS
During the most recent full fiscal year for each Fund listed in the table below, the Board and each standing Committee of the Trusts met the following number of times:
Trust | Fiscal Year End | # of Governance Committee Meetings | # of Audit Committee Meetings | # of Investment Oversight Committee Meetings | # of Executive Committee Meetings |
Ivy Funds | 3/31/20* | 5 | 4 | 4 | 0 |
Ivy Funds | 6/30/20** | 5 | 4 | 4 | 0 |
Ivy Funds | 9/30/19*** | 5 | 4 | 4 | 0 |
InvestEd Portfolios | 12/31/19 | 5 | 4 | 4 | 0 |
Ivy VIP | 12/31/19 | 5 | 4 | 4 | 0 |
* The following Ivy Funds have a fiscal year ending March 31: | |
Ivy Asset Strategy Fund Ivy Balanced Fund Ivy Core Equity Fund Ivy Emerging Markets Equity Fund Ivy Energy Fund Ivy Global Bond Fund Ivy Global Equity Income Fund Ivy Global Growth Fund Ivy Government Money Market Fund Ivy High Income Fund Ivy International Core Equity Fund Ivy Large Cap Growth Fund Ivy LaSalle Global Real Estate Fund | Ivy Limited-Term Bond Fund Ivy Managed International Opportunities Fund Ivy Mid Cap Growth Fund Ivy Mid Cap Income Opportunities Fund Ivy Municipal Bond Fund Ivy Municipal High Income Fund Ivy Natural Resources Fund Ivy Pzena International Value Fund Ivy Science and Technology Fund Ivy Securian Core Bond Fund Ivy Securian Real Estate Securities Fund Ivy Small Cap Core Fund Ivy Small Cap Growth Fund Ivy Value Fund |
** The following Ivy Funds have a fiscal year ending June 30: | |
Ivy Accumulative Fund | Ivy Wilshire Global Allocation Fund |
*** The following Ivy Funds have a fiscal year ending September 30: | |
Ivy Apollo Multi-Asset Income Fund Ivy Apollo Strategic Income Fund Ivy California Municipal High Income Fund Ivy Cash Management Fund Ivy Corporate Bond Fund Ivy Crossover Credit Fund Ivy Government Securities Fund Ivy International Small Cap Fund Ivy Pictet Emerging Markets Local Currency Debt Fund | Ivy Pictet Targeted Return Bond Fund Ivy PineBridge High Yield Fund Ivy ProShares S&P 500 Dividend Aristocrats Index Fund Ivy ProShares Russell 2000 Dividend Growers Index Fund Ivy ProShares Interest Rate Hedged High Yield Index Fund Ivy ProShares S&P 500 Bond Index Fund Ivy ProShares MSCI ACWI Index Fund |
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APPENDIX D
GOVERNANCE COMMITTEE CHARTER
InvestEd Portfolios
Ivy Funds
Ivy High Income Opportunities Fund
Ivy Variable Insurance Portfolios
(Adopted by the Board of Trustees on May 16, 2018)
I. PURPOSE
The Governance Committee (the “Committee”) is a committee of the Boards of Trustees (collectively, the “Board”) of InvestEd Portfolios, Ivy Funds, Ivy High Income Opportunities Fund, and Ivy Variable Insurance Portfolios (each a “Trust” and collectively, the “Trusts”).
The purpose of the Committee is to assist the Board or, as applicable, the Board members who are not “interested persons” of the Trusts, as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”), with respect to:
1. | Identifying and recommending for nomination candidates to serve as Independent Trustees. |
2. | Reviewing periodically the workload and composition of the Board and, as the Committee deems appropriate, making recommendations to the Board regarding the size and composition of the Board. |
4. | Reviewing annually and making recommendations to the Board regarding Independent Trustee compensation and related matters. |
5. | Overseeing the implementation of the Trusts’ governance practices and policies. |
6. | Overseeing the Trusts’ program for compliance under Rule 38a-1 under the 1940 Act and the Trusts’ implementation and enforcement of compliance policies and procedures thereunder (the “Compliance Program”). |
7. | Overseeing the Trusts’ Chief Compliance Officer (the “CCO”). |
8. | Monitoring and oversight of counsel. |
9. | Receiving reports from the respective Code of Ethics Oversight Committees and the Internal Compliance Controls Committees of Waddell & Reed, Inc. (“WRI”), and Waddell & Reed Services Company (“WRSCO”) made by such Committees pursuant to the settlement entered into by WRI, and WRSCO with the U.S. Securities and Exchange Commission. |
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II. COMMITTEE MEMBERSHIP
1. | Composition. The Committee shall be composed of three or more Independent Trustees. |
2. | Compensation. The Board shall determine the compensation of Committee members, including the Chairman of the Committee (the “Chairman”). |
3. | Selection and Removal. The Board shall appoint members of the Committee, including the Chairman, for one-year terms. There is no limit on the number of consecutive terms that a Committee member or a Chairman can serve. By a majority vote, the Board may remove or replace members of the Committee and designate a different member as Chairman for any reason at any time. |
III. MEETINGS
1. | Meetings. The Committee shall meet at least twice annually, or more frequently as circumstances dictate. Meetings may be called by the Chairman or by a majority of the Committee members upon reasonable notice to the other members of the Committee. Meetings shall be chaired by the Chairman or, in his or her absence, by a member chosen by the Committee. Meetings may be conducted with members present in person or by telephone or other communications facilities that permit all persons participating in the meeting to hear or communicate with each other simultaneously, and the Committee may act by written consent, to the extent permitted by law and by the Bylaws of the Trusts. The presence in person or by telephone of a majority of the Committee members shall constitute a quorum for the transaction of business. If a quorum is not present, the member(s) of the Committee who is/are present may select any other members of the Board to serve on the Committee for such meeting in the place of any absent member. The act of a majority of the members present at a meeting at which a quorum is present shall be the act of the Committee. The Committee may consult with management and representatives of the servicing agents as the Committee deems appropriate and to ask such persons to attend meetings and provide pertinent information as necessary. |
2. | Minutes. The Committee shall keep minutes of its meetings and provide copies of such minutes to the Board for its review. |
IV. RESPONSIBILITIES AND DUTIES
1. | Candidate Identification and Recommendation. |
a. | The Committee shall identify and recommend to the Board candidates for selection and nomination as an Independent Trustee. The Committee shall consider recommendations for potential candidates from any source it deems appropriate. |
b. | The Committee shall evaluate potential candidates’ qualifications for Board membership and their independence from each Trust’s investment adviser and other principal service providers. The Committee shall consider the effect of any relationships delineated in the 1940 Act or other types of relationships, e.g., business, financial or family relationships with the investment adviser(s) or other principal service providers, which might impair independence. In determining potential candidates’ qualifications for Board membership, the Committee may consider the specific experience, education, qualifications and other skills in light of the Trusts’ business and structure, diversity and such other factors as the Committee may consider relevant. |
c. | The Committee shall nominate candidates for new or vacant Board positions based on its evaluation of which applicants or potential candidates are well qualified to serve and |
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protect the interests of each Trust’s shareholders and to promote the effective operation of the Board.
A successful candidate must qualify as an Independent Trustee under the 1940 Act and should have certain characteristics, such as a high level of integrity, appropriate experience, and a commitment to fulfill the fiduciary duties inherent in Board membership. The Committee also shall consider the extent to which potential candidates possess sufficiently diverse skill sets that would contribute to the Board’s overall effectiveness.
4. | Consideration of Submissions by Shareholders of Potential Nominees. The Committee shall consider potential candidates for nomination identified by one or more shareholders of a Trust. Shareholders can submit recommendations in writing to the attention of the Chairman at an address to be maintained by Trust management for this purpose. |
5. | Board Composition. The Committee shall periodically review the workload and composition of the Board to determine whether it may be appropriate to recommend that the Board increase or reduce the number of positions on the Board. |
6. | Independent Chairman. The Committee shall nominate candidates to serve as Independent Chairman of the Board (the “Independent Chairman”). The Committee may consider all factors it may determine to be appropriate to fulfilling the role of the Independent Chairman. |
7. | Board Compensation. The Committee shall annually review the compensation paid to Independent Trustees, including the appropriateness and amount of any special compensation for specific positions or services, such as service on Board committees, as a Chairman or the Independent Chairman, and shall recommend any proposed changes in compensation paid to the Independent Trustees. The Committee shall periodically review and recommend to the Independent Trustees whether to amend policies relating to Independent Trustees’ investments in the Trusts, retirement age, Trustee Emeritus and deferred fee agreements. |
8. | Oversight of the Compliance Program and the CCO. |
a. | Oversight of Compliance Program. |
i. | To the extent the Committee deems necessary or appropriate, the Committee shall review and evaluate the CCO’s written reports to the Board, and shall also review any periodic compliance report that the chief compliance officer (or his or her designee) of a service provider to the Trusts has prepared for the Board or the Committee. |
ii. | The Committee may request from time to time such other reports from the CCO and the Service Providers as the Committee deems necessary or appropriate to fulfilling its responsibilities, including reports regarding the planning, scope and staffing of the CCO’s ongoing oversight and annual review of the adequacy of the Trusts’ and Service Providers’ Compliance Programs and the effectiveness of their implementation. |
b. | Oversight of CCO. |
i. | The Committee shall assist the Board in the selection, appointment, review and retention and termination of the Trusts’ CCO. |
ii. | In connection with the selection of a new CCO, the Committee shall review and evaluate the qualifications of each candidate for appointment as the Trusts’ CCO. |
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iii. | The Committee shall review and evaluate the CCO’s performance, including, when applicable, consideration of the CCO’s effectiveness in devising, implementing, maintaining and updating the Trusts’ Compliance Program and the CCO’s overall performance, including the CCO reporting any material compliance matters to the Independent Chairman of the Board or directly to the Board. |
iv. | The Committee shall assist the Board in evaluating and approving the compensation paid to the CCO. |
9. | Monitoring Counsel. The Committee shall monitor the performance of legal counsel employed by the Trusts, and by the Independent Trustees, and shall be responsible for the supervision of counsel to the Independent Trustees. |
10. | Other Duties. |
a. | The Board shall adopt and approve this Charter and may amend it on the Board’s own motion. The Committee shall review this charter annually and recommend to the Board any necessary or appropriate changes thereto. |
b. | The Committee shall report its activities to the Board on a regular basis and make such recommendations with respect to its functions and other matters as the Committee deems necessary and appropriate |
c. | The Committee shall, from time to time, recommend to the Board policies concerning Board governance matters, as requested by the Independent Chairman or the Board. |
d. | The Committee shall coordinate with counsel for the Trusts and the Independent Trustees to establish and carry out a process for an annual evaluation by the Board of the performance of the Board and, as applicable, the various committees of the Board. |
e. | The Committee shall review, as it deems necessary or appropriate, the responsibilities of the committees of the Board, whether there is a continuing need for each committee, whether there is a need for additional committees and whether committees should be combined or reorganized and shall make recommendations to the Board on these matters. |
f. | The Committee shall address such other matters as the Board may from time to time refer to the Committee. The Committee shall also authorize and oversee investigations into any matters within the Committee’s scope of responsibilities. In that regard, the Committee shall be empowered to use assets of the Trusts to retain independent counsel, consultants or other professionals to assist in the conduct of any such investigation. |
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APPENDIX E
FUND SHARES OWNED BY TRUSTEES AND TRUSTEE NOMINEES
The following table shows the amount of securities owned by the Current Trustees and Trustee nominees in the Funds that they are nominated to oversee as of September 30, 2020. If a Fund is not listed next to a Trustee, such Trustee does not own any shares of such Fund. An Independent Trustee may elect to defer a portion of his or her annual compensation, which deferred amount is deemed to be invested in shares of funds within the Fund Complex. The amounts listed below as “owned” shares include any shares in which the Trustee’s deferred compensation is deemed invested by a Trustee.
Trustee | Fund | Dollar Range of Shares Owned | Aggregate Dollar Range of Equity Securities in All Funds Overseen or to be Overseen by Nominee in Fund Complex |
Independent Trustees | |||
H. Jeffrey Dobbs | Ivy Emerging Markets Equity Fund | $10,001-$50,000 | Over $100,000 |
Ivy Global Growth Fund | $10,001-$50,000 | ||
Ivy Large Cap Growth Fund | $10,001-$50,000 | ||
Ivy Science and Technology Fund | $10,001-$50,000 | ||
Joseph Harroz, Jr.1 | Ivy Variable Portfolios | See note 1 below | Over $100,000 |
Ivy Apollo Multi-Asset Income Fund | Over $100,000 | ||
Ivy Apollo Strategic Income Fund | Over $100,000 | ||
Ivy International Small Cap Fund | Over $100,000 | ||
Ivy Pictet Emerging Markets Local Currency Debt Fund | Over $100,000 | ||
Ivy Wilshire Global Allocation Fund | $10,001-$50,000 | ||
Ivy Core Equity Fund | $10,001-$50,000 | ||
Ivy Emerging Markets Equity Fund | Over $100,000 | ||
Ivy Energy Fund | $50,001-$100,000 | ||
Ivy Global Equity Income Fund | $10,001-$50,000 | ||
Ivy International Core Equity Fund | Over $100,000 | ||
Ivy Large Cap Growth Fund | Over $100,000 | ||
Ivy Natural Resources Fund | $1-$10,000 | ||
Ivy Value Fund | Over $100,000 | ||
Ivy Balanced Fund | $10,001-$50,000 | ||
Ivy Science and Technology Fund | Over $100,000 | ||
Ivy Securian Core Bond Fund | Over $100,000 | ||
Ivy Mid Cap Growth Fund | Over $100,000 | ||
Sandra A. J. Lawrence | Ivy International Core Equity Fund | $50,001-$100,000 | Over $100,000 |
Ivy Mid Cap Growth Fund | Over $100,000 | ||
Ivy Science and Technology Fund | Over $100,000 | ||
Independent Trustee Candidates | |||
Jerome D. Abernathy | None | None | None |
Thomas L. Bennett | None | None | None |
Ann D. Borowiec | None | None | None |
Joseph W. Chow | None | None | None |
John A. Fry | None | None | None |
Lucinda S. Landreth | None | None | None |
Frances A. Sevilla-Sacasa | None | None | None |
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Trustee | Fund | Dollar Range of Shares Owned | Aggregate Dollar Range of Equity Securities in All Funds Overseen or to be Overseen by Nominee in Fund Complex |
Thomas K. Whitford | None | None | None |
Christianna Wood | None | None | None |
Janet L. Yeomans | None | None | None |
Interested Trustee Candidate | |||
Shawn K. Lytle | None | None | None |
Note 1: Dollar range of shares of the following Portfolios “owned” through deemed investments by Joseph Harroz, Jr.:
Ivy VIP Small Cap Core | over $100,000 |
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APPENDIX F
OWNERSHIP OF SHARES
Occasionally, the number of shares of the Funds held in “street name” accounts of various securities dealers for the benefit of their clients as well as the number of shares held by other shareholders of record may exceed 5% of the total shares outstanding. As of December 31, 2020, to the best of the knowledge of the Funds, the following shareholders owned of record or beneficially 5% or more of any class of the outstanding voting shares of each Fund:
Ivy Funds
FUND NAME | CLASS | SHAREHOLDER | CITY | STATE | TOTAL SHARES OWNED | % OF CLASS |
IVY ACCUMULATIVE FUND | B | CHARLES SCHWAB & CO. INC. | SAN FRANCISCO | CA | 2,421.937 | 7.04% |
B | MICHAEL WILLIAMS | FULTON | NY | 1,994.088 | 5.79% | |
B | BARBARA GRUBBS | COLUMBIA | SC | 1,730.947 | 5.03% | |
B | LISA GODLEWSKI | MUNSTER | IN | 1,798.129 | 5.23% | |
C | TAMMY NUNN | NASHVILLE | TN | 24,293.282 | 6.14% | |
N | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 20,761.188 | 46.08% | |
N | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 24,295.432 | 53.92% | |
IVY APOLLO MULTI-ASSET INCOME FUND | A | EDWARD JONES | SAINT LOUIS | MO | 507,130.339 | 6.06% |
N | EDWARD JONES | SAINT LOUIS | MO | 118,415.414 | 35.56% | |
C | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 127,103.992 | 13.40% | |
C | UBS FINANCIAL SERVICES INC | JERSEY CITY | NJ | 53,830.123 | 5.68% | |
C | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 139,198.277 | 14.68% | |
C | RAYMOND JAMES & ASSOCIATES | ST PETERSBURG | FL | 49,682.700 | 5.24% | |
C | LPL FINANCIAL | SAN DIEGO | CA | 86,483.184 | 9.12% | |
C | STIFEL NICOLAUS & CO INC | ST LOUIS | MO | 53,605.088 | 5.65% | |
Y | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 303,476.671 | 95.13% | |
N | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 201,520.914 | 60.52% | |
IVY APOLLO STRATEGIC INCOME FUND | ALL | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 2,340,338.873 | 6.37% |
N | EDWARD JONES | SAINT LOUIS | MO | 106,242.355 | 94.28% | |
A | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 2,340,338.873 | 21.77% |
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C | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 46,525.644 | 8.59% | |
C | RAYMOND JAMES & ASSOCIATES | ST PETERSBURG | FL | 29,872.486 | 5.51% | |
C | LPL FINANCIAL | SAN DIEGO | CA | 43,235.668 | 7.98% | |
Y | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 160,254.161 | 92.09% | |
Y | AMERITRADE INC | OMAHA | NE | 13,349.011 | 7.67% | |
IVY ASSET STRATEGY FUND | ALL | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 6,855,106.412 | 6.04% |
ALL | MERRILL LYNCH PIERCE FENNER & SMITH | JACKSONVILLE | FL | 5,880,267.849 | 5.19% | |
ALL | FIRST CLEARING LLC | ST LOUIS | MO | 10,762,127.447 | 9.49% | |
ALL | MORGAN STANLEY SMITH BARNEY LLC | NY | NY | 7,376,231.638 | 6.50% | |
R | MID ATLANTIC TRUST | PITTSBURGH | PA | 71,489.852 | 5.68% | |
R | MASSACHUSETTS MUTUAL LIFE | SPRINGFIELD | MA | 91,577.642 | 7.27% | |
Y | VOYA INSTITUTIONAL TRUST COMPANY | WINDSOR | CT | 2,500,247.095 | 53.99% | |
A | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 3,257,473.443 | 5.12% | |
A | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 4,165,690.029 | 6.55% | |
A | MERRILL LYNCH PIERCE FENNER & SMITH | JACKSONVILLE | FL | 4,991,417.241 | 7.85% | |
A | FIRST CLEARING LLC | ST LOUIS | MO | 6,671,450.335 | 10.49% | |
A | MORGAN STANLEY SMITH BARNEY LLC | NY | NY | 6,535,816.663 | 10.28% | |
B | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 49,424.122 | 8.70% | |
B | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 55,447.397 | 9.76% | |
B | FIRST CLEARING LLC | ST LOUIS | MO | 138,175.936 | 24.33% | |
C | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 1,144,023.537 | 10.05% | |
C | UBS FINANCIAL SERVICES INC | JERSEY CITY | NJ | 793,208.822 | 6.97% | |
C | FIRST CLEARING LLC | ST LOUIS | MO | 2,303,940.325 | 20.25% | |
C | LPL FINANCIAL | SAN DIEGO | CA | 1,081,405.694 | 9.50% | |
I | UBS FINANCIAL SERVICES INC | JERSEY CITY | NJ | 1,646,658.248 | 5.57% | |
I | FIRST CLEARING LLC | ST LOUIS | MO | 1,603,059.486 | 5.42% | |
R | MERRILL LYNCH PIERCE FENNER & SMITH | JACKSONVILLE | FL | 75,918.029 | 6.03% |
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R | STATE STREET BANK TR | BOSTON | MA | 64,407.523 | 5.11% | |
R | HARTFORD LIFE INSURANCE COMPANY | WINDSOR | CT | 393,919.130 | 31.27% | |
R | SAMMONS FINANCIAL NETWORK LLC | W DES MOINES | IA | 330,209.562 | 26.22% | |
Y | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 246,605.017 | 5.32% | |
Y | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 353,492.039 | 7.63% | |
Y | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 527,642.952 | 11.39% | |
N | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 684,722.328 | 84.87% | |
IVY BALANCED FUND | A | EDWARD JONES | SAINT LOUIS | MO | 3,463,291.982 | 6.41% |
R | MID ATLANTIC TRUST | PITTSBURGH | PA | 57,727.906 | 12.29% | |
R | LINCOLN RETIREMENT SERVICES CO | FORT WAYNE | IN | 28,600.285 | 6.09% | |
R | VOYA INSTITUTIONAL TRUST COMPANY | WINDSOR | CT | 58,650.538 | 12.48% | |
Y | MID ATLANTIC TRUST | PITTSBURGH | PA | 74,959.361 | 12.42% | |
N | EDWARD JONES | SAINT LOUIS | MO | 136,831.223 | 31.56% | |
B | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 27,735.158 | 5.31% | |
B | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 28,049.417 | 5.37% | |
B | MERRILL LYNCH PIERCE FENNER & SMITH | JACKSONVILLE | FL | 70,400.454 | 13.47% | |
B | FIRST CLEARING LLC | ST LOUIS | MO | 129,787.546 | 24.84% | |
B | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 34,528.629 | 6.61% | |
B | LPL FINANCIAL | SAN DIEGO | CA | 49,114.515 | 9.40% | |
B | STIFEL NICOLAUS & CO INC | ST LOUIS | MO | 30,745.449 | 5.88% | |
C | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 786,502.798 | 8.48% | |
C | FIRST CLEARING LLC | ST LOUIS | MO | 1,220,034.302 | 13.15% | |
C | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 1,325,430.355 | 14.29% | |
C | RAYMOND JAMES & ASSOCIATES | ST PETERSBURG | FL | 737,106.950 | 7.95% | |
C | LPL FINANCIAL | SAN DIEGO | CA | 716,734.690 | 7.73% |
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R | SAMMONS FINANCIAL NETWORK LLC | W DES MOINES | IA | 264,168.775 | 56.23% | |
R | AMERICAN UNITED LIFE INS CO | INDIANAPOLIS | IN | 29,272.139 | 6.23% | |
Y | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 59,840.350 | 9.92% | |
Y | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 85,236.236 | 14.13% | |
Y | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 183,136.447 | 30.35% | |
Y | MINNESOTA LIFE INSURANCE CO | SAINT PAUL | MN | 38,984.421 | 6.46% | |
Y | MERRILL LYNCH PIERCE FENNER & SMITH | JACKSONVILLE | FL | 65,455.575 | 10.85% | |
N | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 211,995.833 | 48.90% | |
N | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 52,314.393 | 12.07% | |
IVY CALIFORNIA MUNICIPAL HIGH INCOME FUND | ALL | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 1,000,000.000 | 29.65% |
A | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 500,000.000 | 28.20% | |
A | DAVID & ESTHER WEISWASSER TRUST | PASADENA | CA | 144,465.247 | 8.15% | |
A | GARY A DAPELO LIVING TRUST | MONARCH BEACH | CA | 148,414.116 | 8.37% | |
C | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 100,000.000 | 59.15% | |
C | LPL FINANCIAL | SAN DIEGO | CA | 10,663.248 | 6.31% | |
C | MICHELLE SILVA | SAN JOSE | CA | 10,685.993 | 6.32% | |
I | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 300,000.000 | 23.00% | |
Y | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 22,775.560 | 18.07% | |
Y | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 100,000.000 | 79.35% | |
IVY CASH MANAGEMENT FUND | ALL | PERSHING LLC | JERSEY CITY | NJ | 541,541,796.960 | 41.38% |
A | PERSHING LLC | JERSEY CITY | NJ | 541,541,796.960 | 41.47% | |
B | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 240,000.000 | 59.33% | |
B | STANKA CONSULTING | S LAKE TAHOE | CA | 21,360.272 | 5.28% | |
B | DEANNA DIX-BROWN | PRATT | KS | 60,974.080 | 15.07% | |
B | ALICE J MORRIS | LAKEVILLE | MN | 23,986.366 | 5.93% | |
C | ROBERT B WAGNER JR. | LEVITTOWN | PA | 161,980.910 | 6.55% |
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C | THOMAS E DEARING | HUTCHINSON | KS | 151,147.490 | 6.11% | |
IVY CORE EQUITY FUND | R | PAI TRUST CO INC | DE PERE | WI | 2,968.386 | 9.40% |
N | IVY WILSHIRE | SHAWNEE MISSION | KS | 2,884,026.090 | 60.36% | |
B | FIRST CLEARING LLC | ST LOUIS | MO | 41,146.666 | 16.23% | |
C | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 165,230.007 | 5.49% | |
R | MERRILL LYNCH PIERCE FENNER & SMITH | JACKSONVILLE | FL | 28,256.439 | 89.45% | |
Y | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 653,035.262 | 44.63% | |
Y | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 392,341.941 | 26.81% | |
Y | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 151,162.824 | 10.33% | |
Y | MERRILL LYNCH PIERCE FENNER & SMITH | JACKSONVILLE | FL | 93,323.047 | 6.38% | |
N | WADDELL & REED | SHAWNEE MISSION | KS | 879,897.799 | 9.21% | |
IVY CORPORATE BOND FUND | C | WEST SUBURBAN TEACHERS UNION LOCAL | WESTMONT | IL | 33,155.300 | 5.45% |
N | IVY WILSHIRE | SHAWNEE MISSION | KS | 6,533,614.026 | 75.95% | |
B | LPL FINANCIAL | SAN DIEGO | CA | 5,864.914 | 23.73% | |
B | ELIZABETH MCELWEE | TUMWATER | WA | 1,296.700 | 5.25% | |
C | LPL FINANCIAL | SAN DIEGO | CA | 45,443.138 | 7.46% | |
C | MARJORIE HYLAND | SCHENECTADY | NY | 30,684.514 | 5.04% | |
Y | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 39,808.917 | 100.00% | |
IVY CROSSOVER CREDIT FUND | ALL | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 1,983,333.333 | 36.36% |
ALL | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 339,533.809 | 6.22% | |
A | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 1,000,000.000 | 59.32% | |
I | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 833,333.333 | 24.09% | |
I | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 308,316.181 | 8.91% | |
I | LPL FINANCIAL | SAN DIEGO | CA | 224,225.018 | 6.48% | |
Y | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 100,000.000 | 97.55% | |
N | WADDELL & REED | SHAWNEE MISSION | KS | 91,986.804 | 14.75% |
F-5
N | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 50,000.000 | 24.05% | |
N | INVESTED INCOME PORTFOLIO | SHAWNEE MISSION | KS | 14,569.447 | 7.01% | |
N | BANK OF NEW YORK MELLON | SHAWNEE MISSION | KS | 45,272.457 | 10.89% | |
IVY EMERGING MARKETS EQUITY FUND | ALL | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 4,066,196.339 | 5.30% |
ALL | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 5,040,569.991 | 6.57% | |
ALL | MERRILL LYNCH PIERCE FENNER & SMITH | JACKSONVILLE | FL | 6,873,133.698 | 8.97% | |
ALL | FIRST CLEARING LLC | ST LOUIS | MO | 4,273,176.619 | 5.57% | |
ALL | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 5,410,602.863 | 7.06% | |
R | MID ATLANTIC TRUST | PITTSBURGH | PA | 42,900.024 | 10.60% | |
N | EDWARD JONES | SAINT LOUIS | MO | 1,794,006.975 | 15.35% | |
N | IVY WILSHIRE | SHAWNEE MISSION | KS | 3,410,611.064 | 29.18% | |
A | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 864,494.671 | 6.55% | |
B | MERRILL LYNCH PIERCE FENNER & SMITH | JACKSONVILLE | FL | 1,651.455 | 6.66% | |
B | FIRST CLEARING LLC | ST LOUIS | MO | 2,111.256 | 8.51% | |
B | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 4,375.779 | 17.65% | |
B | LPL FINANCIAL | SAN DIEGO | CA | 1,329.552 | 5.36% | |
C | UBS FINANCIAL SERVICES INC | JERSEY CITY | NJ | 144,616.016 | 5.66% | |
C | FIRST CLEARING LLC | ST LOUIS | MO | 565,977.749 | 22.17% | |
C | MORGAN STANLEY SMITH BARNEY LLC | NY | NY | 319,615.573 | 12.52% | |
C | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 451,129.562 | 17.67% | |
C | RAYMOND JAMES & ASSOCIATES | ST PETERSBURG | FL | 163,890.314 | 6.42% | |
C | LPL FINANCIAL | SAN DIEGO | CA | 172,831.351 | 6.77% | |
I | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 2,531,087.118 | 5.36% | |
I | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 3,835,216.883 | 8.13% | |
I | MERRILL LYNCH PIERCE FENNER & SMITH | JACKSONVILLE | FL | 5,231,797.345 | 11.08% |
F-6
I | FIRST CLEARING LLC | ST LOUIS | MO | 3,314,139.968 | 7.02% | |
I | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 4,550,371.392 | 9.64% | |
I | LPL FINANCIAL | SAN DIEGO | CA | 3,087,437.319 | 6.54% | |
R | MERRILL LYNCH PIERCE FENNER & SMITH | JACKSONVILLE | FL | 27,281.768 | 6.74% | |
R | STATE STREET BANK TR | BOSTON | MA | 220,703.921 | 54.55% | |
R | FRONTIER TRUSTCO | PORTLAND | OR | 25,673.563 | 6.35% | |
Y | MERRILL LYNCH PIERCE FENNER & SMITH | JACKSONVILLE | FL | 1,252,369.584 | 78.71% | |
N | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 1,026,803.832 | 8.78% | |
N | IVY MANAGED INTERNTIONAL | MISSION | KS | 1,863,582.208 | 15.94% | |
IVY ENERGY FUND | ALL | VOYA INSTITUTIONAL TRUST COMPANY | WINDSOR | CT | 2,191,827.002 | 6.44% |
R | VOYA INSTITUTIONAL TRUST COMPANY | WINDSOR | CT | 2,097,330.762 | 59.69% | |
N | VOYA INSTITUTIONAL TRUST COMPANY | WINDSOR | CT | 28,532.012 | 6.84% | |
B | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 5,829.536 | 8.17% | |
B | FIRST CLEARING LLC | ST LOUIS | MO | 4,135.272 | 5.79% | |
B | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 49,705.364 | 69.64% | |
C | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 126,496.577 | 7.42% | |
C | FIRST CLEARING LLC | ST LOUIS | MO | 116,223.899 | 6.82% | |
C | MORGAN STANLEY SMITH BARNEY LLC | NY | NY | 108,264.819 | 6.35% | |
C | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 337,450.586 | 19.80% | |
C | RAYMOND JAMES & ASSOCIATES | ST PETERSBURG | FL | 164,607.145 | 9.66% | |
C | LPL FINANCIAL | SAN DIEGO | CA | 188,695.473 | 11.07% | |
R | SAMMONS FINANCIAL NETWORK LLC | W DES MOINES | IA | 1,215,418.843 | 34.59% | |
Y | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 225,792.432 | 20.12% | |
Y | GWFS EQUITIES INC | GREENWOOD VILLAGE | CO | 347,213.211 | 30.94% | |
Y | GWFS EQUITIES INC | GREENWOOD VILLAGE | CO | 66,145.647 | 5.89% |
F-7
Y | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 170,171.471 | 15.16% | |
N | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 50,104.548 | 12.01% | |
N | GWFS EQUITIES INC | GREENWOOD VILLAGE | CO | 78,920.116 | 18.92% | |
N | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 78,118.931 | 18.73% | |
N | FIDELITY MANAGEMENT TRUST CO | COVINGTON | KY | 28,399.845 | 6.81% | |
N | STATE STREET BANK TR | BOSTON | MA | 53,046.252 | 12.72% | |
N | HARTFORD LIFE INSURANCE COMPANY | WINDSOR | CT | 25,290.346 | 6.06% | |
N | FRONTIER TRUSTCO | PORTLAND | OR | 29,800.853 | 7.14% | |
IVY GLOBAL BOND FUND | ALL | IVY WILSHIRE | SHAWNEE MISSION | KS | 5,224,101.485 | 11.15% |
B | MARY DOWNEY | DENVER | CO | 2,016.164 | 5.74% | |
R | MID ATLANTIC TRUST | PITTSBURGH | PA | 1,344.804 | 5.01% | |
N | IVY WILSHIRE | SHAWNEE MISSION | KS | 5,224,101.485 | 87.86% | |
B | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 4,055.222 | 11.55% | |
B | LPL FINANCIAL | SAN DIEGO | CA | 15,809.284 | 45.02% | |
C | FIRST CLEARING LLC | ST LOUIS | MO | 113,009.047 | 19.73% | |
C | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 50,526.929 | 8.82% | |
C | RAYMOND JAMES & ASSOCIATES | ST PETERSBURG | FL | 65,764.670 | 11.48% | |
C | LPL FINANCIAL | SAN DIEGO | CA | 30,351.398 | 5.30% | |
I | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 1,481,975.507 | 6.52% | |
R | SAMMONS FINANCIAL NETWORK LLC | W DES MOINES | IA | 24,496.761 | 91.22% | |
Y | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 9,857.558 | 11.17% | |
Y | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 60,296.130 | 68.30% | |
Y | OPPENHEIMER & CO INC | NY | NY | 13,366.293 | 15.14% | |
IVY GLOBAL EQUITY INCOME FUND | N | EDWARD JONES | SAINT LOUIS | MO | 134,798.074 | 7.05% |
B | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 102,777.779 | 64.36% |
F-8
C | UBS FINANCIAL SERVICES INC | JERSEY CITY | NJ | 44,603.152 | 6.31% | |
C | FIRST CLEARING LLC | ST LOUIS | MO | 39,034.516 | 5.52% | |
C | MORGAN STANLEY SMITH BARNEY LLC | NY | NY | 97,974.387 | 13.86% | |
C | RAYMOND JAMES & ASSOCIATES | ST PETERSBURG | FL | 74,525.092 | 10.55% | |
R | IVY FUNDS DISTRIBUTOR | MISSION | KS | 22,104.332 | 82.30% | |
R | FRONTIER TRUSTCO | PORTLAND | OR | 4,349.186 | 16.19% | |
Y | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 26,066.444 | 17.48% | |
Y | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 89,103.037 | 59.75% | |
Y | MERRILL LYNCH PIERCE FENNER & SMITH | JACKSONVILLE | FL | 17,139.084 | 11.49% | |
N | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 331,859.008 | 17.37% | |
N | IVY MANAGED INTERNTIONAL | MISSION | KS | 1,443,531.605 | 75.55% | |
IVY GLOBAL GROWTH FUND | Y | MID ATLANTIC TRUST | PITTSBURGH | PA | 3,835.243 | 6.56% |
N | EDWARD JONES | SAINT LOUIS | MO | 18,117.178 | 5.18% | |
B | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 348.746 | 5.77% | |
B | FIRST CLEARING LLC | ST LOUIS | MO | 1,317.312 | 21.78% | |
B | MORGAN STANLEY SMITH BARNEY LLC | NY | NY | 320.326 | 5.30% | |
B | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 370.098 | 6.12% | |
B | ROBERT GEHRKE | MOKENA | IL | 579.488 | 9.58% | |
B | ARTHUR CROTEAU | MARCO ISLAND | FL | 347.074 | 5.74% | |
C | UBS FINANCIAL SERVICES INC | JERSEY CITY | NJ | 8,637.249 | 6.08% | |
R | SAMMONS FINANCIAL NETWORK LLC | W DES MOINES | IA | 17,411.206 | 97.95% | |
Y | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 11,579.138 | 19.81% | |
Y | MERRILL LYNCH PIERCE FENNER & SMITH | JACKSONVILLE | FL | 19,262.427 | 32.95% | |
Y | MILLENNIUM TRUST CO LLC | OAK BROOK | IL | 16,751.956 | 28.65% | |
N | IVY MANAGED INTERNTIONAL | MISSION | KS | 322,548.287 | 92.23% | |
IVY GOVERNMENT MONEY MARKET FUND | ALL | EDWARD JONES | SAINT LOUIS | MO | 28,481,513.104 | 14.75% |
ALL | PERSHING LLC | JERSEY CITY | NJ | 37,499,575.460 | 19.42% | |
A | EDWARD JONES | SAINT LOUIS | MO | 28,448,652.394 | 16.47% |
F-9
A | PERSHING LLC | JERSEY CITY | NJ | 37,499,575.460 | 21.71% | |
B | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 345,000.000 | 50.37% | |
B | MERRILL LYNCH PIERCE FENNER & SMITH | JACKSONVILLE | FL | 123,854.220 | 18.08% | |
B | FIRST CLEARING LLC | ST LOUIS | MO | 75,617.342 | 11.04% | |
B | MORGAN STANLEY SMITH BARNEY LLC | NY | NY | 48,912.769 | 7.14% | |
C | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 488,813.871 | 6.39% | |
C | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 521,901.456 | 6.82% | |
C | FIRST CLEARING LLC | ST LOUIS | MO | 425,430.114 | 5.56% | |
C | RAYMOND JAMES & ASSOCIATES | ST PETERSBURG | FL | 491,604.920 | 6.42% | |
C | LPL FINANCIAL | SAN DIEGO | CA | 519,039.889 | 6.78% | |
C | VALA HOLDINGS LTD | PARMA | OH | 686,841.600 | 8.97% | |
C | JEFFREY & CAROL FARREN | ALIQUIPPA | PA | 580,314.380 | 7.58% | |
N | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 250,000.000 | 100.00% | |
IVY GOVERNMENT SECURITIES FUND | ALL | IVY WILSHIRE | SHAWNEE MISSION | KS | 7,566,197.286 | 10.46% |
ALL | INVESTED INCOME PORTFOLIO | SHAWNEE MISSION | KS | 3,728,281.914 | 5.16% | |
N | IVY WILSHIRE | SHAWNEE MISSION | KS | 7,566,197.286 | 25.04% | |
B | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 2,251.482 | 10.11% | |
B | DEBRA COLVIN | FLORENCE | OR | 2,342.952 | 10.52% | |
B | JOHN HETTERICH | WEST ISLIP | NY | 4,125.685 | 18.53% | |
C | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 22,091.964 | 5.26% | |
C | LPL FINANCIAL | SAN DIEGO | CA | 35,888.442 | 8.55% | |
C | STIFEL NICOLAUS & CO INC | ST LOUIS | MO | 38,420.397 | 9.15% | |
C | ALAN THOMPSON | SALEM | OR | 39,132.219 | 9.32% | |
N | WADDELL & REED | SHAWNEE MISSION | KS | 8,441,254.323 | 9.31% | |
N | INVESTED INCOME PORTFOLIO | SHAWNEE MISSION | KS | 3,728,281.914 | 12.34% | |
N | INVESTED FIXED INCOME PORTFOLIO | SHAWNEE MISSION | KS | 2,805,025.886 | 9.28% | |
N | BANK OF NEW YORK MELLON | SHAWNEE MISSION | KS | 7,269,106.942 | 8.02% |
F-10
IVY HIGH INCOME FUND | ALL | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 31,128,466.607 | 5.32% |
ALL | FIRST CLEARING LLC | ST LOUIS | MO | 30,304,133.863 | 5.18% | |
ALL | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 31,337,598.860 | 5.36% | |
R | VOYA INSTITUTIONAL TRUST COMPANY | WINDSOR | CT | 2,971,900.658 | 42.98% | |
B | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 92,808.165 | 6.04% | |
B | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 167,606.723 | 10.91% | |
B | FIRST CLEARING LLC | ST LOUIS | MO | 291,183.934 | 18.95% | |
B | RBC CAPITAL MARKETS CORPORATION | MINNEAPOLIS | MN | 276,852.732 | 18.02% | |
B | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 79,754.465 | 5.19% | |
C | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 4,525,334.514 | 7.44% | |
C | FIRST CLEARING LLC | ST LOUIS | MO | 10,757,576.587 | 17.68% | |
C | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 8,723,564.941 | 14.34% | |
C | RAYMOND JAMES & ASSOCIATES | ST PETERSBURG | FL | 3,254,299.525 | 5.35% | |
C | LPL FINANCIAL | SAN DIEGO | CA | 5,389,771.695 | 8.86% | |
I | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 13,947,640.201 | 5.81% | |
I | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 14,629,378.055 | 6.10% | |
I | LPL FINANCIAL | SAN DIEGO | CA | 14,131,417.010 | 5.89% | |
R | STATE STREET BANK TR | BOSTON | MA | 434,157.072 | 6.28% | |
R | SAMMONS FINANCIAL NETWORK LLC | W DES MOINES | IA | 3,197,884.805 | 46.25% | |
Y | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 5,105,698.285 | 26.46% | |
Y | GWFS EQUITIES INC | GREENWOOD VILLAGE | CO | 1,376,791.971 | 7.14% | |
Y | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 1,423,205.312 | 7.38% | |
Y | MERRILL LYNCH PIERCE FENNER & SMITH | JACKSONVILLE | FL | 1,598,408.224 | 8.28% | |
Y | AMERITRADE INC | OMAHA | NE | 1,265,217.502 | 6.56% |
F-11
N | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 2,267,785.926 | 20.90% | |
N | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 1,684,583.472 | 15.53% | |
N | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 2,414,170.915 | 11.13% | |
N | STATE STREET BANK TR | BOSTON | MA | 1,066,286.302 | 9.83% | |
IVY INTERNATIONAL CORE EQUITY FUND | ALL | IVY WILSHIRE | SHAWNEE MISSION | KS | 7,728,991.948 | 5.26% |
ALL | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 7,800,019.578 | 5.31% | |
ALL | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 16,184,833.280 | 11.01% | |
ALL | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 11,072,293.354 | 7.53% | |
N | VOYA INSTITUTIONAL TRUST COMPANY | WINDSOR | CT | 2,967,703.013 | 9.44% | |
N | IVY WILSHIRE | SHAWNEE MISSION | KS | 7,728,991.948 | 24.60% | |
A | MERRILL LYNCH PIERCE FENNER & SMITH | JACKSONVILLE | FL | 1,134,722.711 | 5.64% | |
A | MORGAN STANLEY SMITH BARNEY LLC | NY | NY | 1,575,623.149 | 7.83% | |
B | FIRST CLEARING LLC | ST LOUIS | MO | 8,775.503 | 21.04% | |
B | RBC CAPITAL MARKETS CORPORATION | MINNEAPOLIS | MN | 2,804.698 | 6.72% | |
B | LPL FINANCIAL | SAN DIEGO | CA | 2,347.330 | 5.63% | |
C | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 370,175.346 | 8.03% | |
C | FIRST CLEARING LLC | ST LOUIS | MO | 467,964.421 | 10.16% | |
C | MORGAN STANLEY SMITH BARNEY LLC | NY | NY | 587,874.685 | 12.76% | |
C | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 971,231.516 | 21.08% | |
C | LPL FINANCIAL | SAN DIEGO | CA | 324,739.870 | 7.05% | |
I | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 11,011,110.136 | 13.41% | |
I | MORGAN STANLEY SMITH BARNEY LLC | NY | NY | 5,079,525.868 | 6.18% | |
I | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 9,382,200.446 | 11.42% | |
R | STATE STREET BANK TR | BOSTON | MA | 420,884.035 | 14.00% |
F-12
R | SAMMONS FINANCIAL NETWORK LLC | W DES MOINES | IA | 2,098,417.286 | 69.82% | |
Y | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 614,575.095 | 11.69% | |
Y | GWFS EQUITIES INC | GREENWOOD VILLAGE | CO | 510,817.371 | 9.72% | |
Y | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 1,656,262.600 | 31.51% | |
Y | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 488,149.892 | 9.29% | |
Y | MERRILL LYNCH PIERCE FENNER & SMITH | JACKSONVILLE | FL | 907,182.764 | 17.26% | |
N | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 3,043,801.229 | 9.69% | |
N | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 2,368,486.278 | 7.54% | |
N | SAXON & CO | PHILADELPHIA | PA | 1,764,114.561 | 5.61% | |
N | IVY MANAGED INTERNTIONAL | MISSION | KS | 3,071,158.921 | 9.77% | |
N | RELIANCE TRUST COMPANY | ATLANTA | GA | 1,871,824.296 | 5.96% | |
IVY INTERNATIONAL SMALL CAP FUND | ALL | IVY WILSHIRE | SHAWNEE MISSION | KS | 2,440,181.678 | 24.95% |
ALL | IVY MANAGED INTERNTIONAL | MISSION | KS | 1,301,571.806 | 13.31% | |
ALL | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 812,543.856 | 8.31% | |
ALL | AMERITRADE INC | OMAHA | NE | 861,934.604 | 8.81% | |
N | IVY WILSHIRE | SHAWNEE MISSION | KS | 2,440,181.678 | 56.64% | |
A | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 692,463.534 | 60.25% | |
C | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 100,000.001 | 79.21% | |
I | AMERITRADE INC | OMAHA | NE | 861,494.396 | 20.64% | |
Y | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 4,327.605 | 17.73% | |
Y | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 20,080.321 | 82.27% | |
N | IVY MANAGED INTERNTIONAL | MISSION | KS | 1,301,571.806 | 30.21% | |
IVY LARGE CAP GROWTH FUND | R | MASSACHUSETTS MUTUAL LIFE | SPRINGFIELD | MA | 31,019.489 | 5.90% |
N | EDWARD JONES | SAINT LOUIS | MO | 464,461.857 | 8.74% | |
N | IVY WILSHIRE | SHAWNEE MISSION | KS | 2,901,757.799 | 54.62% | |
B | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 17,560.645 | 7.23% |
F-13
B | MERRILL LYNCH PIERCE FENNER & SMITH | JACKSONVILLE | FL | 12,279.448 | 5.06% | |
B | FIRST CLEARING LLC | ST LOUIS | MO | 27,633.096 | 11.38% | |
B | WADDELL & REED FINANCIAL INC | MISSION | KS | 72,581.651 | 29.88% | |
C | FIRST CLEARING LLC | ST LOUIS | MO | 267,108.165 | 6.64% | |
C | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 231,130.570 | 5.75% | |
C | RAYMOND JAMES & ASSOCIATES | ST PETERSBURG | FL | 320,443.452 | 7.97% | |
C | LPL FINANCIAL | SAN DIEGO | CA | 226,347.880 | 5.63% | |
I | MORGAN STANLEY SMITH BARNEY LLC | NY | NY | 4,959,333.099 | 5.98% | |
R | HARTFORD LIFE INSURANCE COMPANY | WINDSOR | CT | 222,499.100 | 42.35% | |
R | SAMMONS FINANCIAL NETWORK LLC | W DES MOINES | IA | 221,082.351 | 42.08% | |
Y | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 119,314.347 | 10.57% | |
Y | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 82,192.999 | 7.28% | |
Y | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 124,492.788 | 11.03% | |
Y | AMERITRADE INC | OMAHA | NE | 248,732.893 | 22.04% | |
Y | HARTFORD LIFE INSURANCE COMPANY | WINDSOR | CT | 395,660.771 | 35.06% | |
N | WADDELL & REED | SHAWNEE MISSION | KS | 398,814.976 | 7.51% | |
N | HARTFORD LIFE INSURANCE COMPANY | WINDSOR | CT | 270,696.904 | 5.09% | |
IVY LASALLE GLOBAL REAL ESTATE FUND | ALL | IVY WILSHIRE | SHAWNEE MISSION | KS | 1,077,419.255 | 11.85% |
R | VOYA INSTITUTIONAL TRUST COMPANY | WINDSOR | CT | 112,314.722 | 98.47% | |
N | IVY WILSHIRE | SHAWNEE MISSION | KS | 1,077,419.255 | 76.43% | |
B | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 65,344.554 | 95.57% | |
C | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 246,330.076 | 78.54% | |
Y | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 8,163.623 | 8.55% | |
Y | LPL FINANCIAL | SAN DIEGO | CA | 87,011.444 | 91.13% | |
N | WADDELL & REED | SHAWNEE MISSION | KS | 128,258.661 | 9.10% |
F-14
IVY LIMITED-TERM BOND FUND | A | EDWARD JONES | SAINT LOUIS | MO | 2,226,221.414 | 6.06% |
B | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 3,206.330 | 7.95% | |
B | MERRILL LYNCH PIERCE FENNER & SMITH | JACKSONVILLE | FL | 4,277.615 | 10.61% | |
B | FIRST CLEARING LLC | ST LOUIS | MO | 9,195.899 | 22.80% | |
B | RAYMOND JAMES & ASSOCIATES | ST PETERSBURG | FL | 2,255.460 | 5.59% | |
B | LINDA FRANCESONCE | HAVERHILL | MA | 2,383.339 | 5.91% | |
C | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 914,251.477 | 29.56% | |
C | MERRILL LYNCH PIERCE FENNER & SMITH | JACKSONVILLE | FL | 271,451.632 | 8.78% | |
C | FIRST CLEARING LLC | ST LOUIS | MO | 266,107.328 | 8.61% | |
C | LPL FINANCIAL | SAN DIEGO | CA | 185,061.663 | 5.98% | |
E | MOLLY J STEADMAN | OVERLAND PARK | KS | 39,338.909 | 5.63% | |
E | PHILLIP BAIRRINGTON | BRYAN | TX | 49,069.498 | 7.03% | |
E | TIMOTHY F DEGNAN | OAK BROOK | IL | 83,947.013 | 12.02% | |
R | MERRILL LYNCH PIERCE FENNER & SMITH | JACKSONVILLE | FL | 10,233.742 | 26.21% | |
R | MATRIX TRUST COMPANY AS AGENT FOR | DENVER | CO | 28,793.523 | 73.76% | |
Y | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 63,210.206 | 24.62% | |
Y | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 73,297.962 | 28.55% | |
Y | MERRILL LYNCH PIERCE FENNER & SMITH | JACKSONVILLE | FL | 21,246.954 | 8.28% | |
Y | AMERITRADE INC | OMAHA | NE | 51,085.043 | 19.90% | |
N | WADDELL & REED | SHAWNEE MISSION | KS | 578,153.769 | 6.52% | |
N | INVESTED INCOME PORTFOLIO | SHAWNEE MISSION | KS | 1,671,825.915 | 18.85% | |
N | INVESTED FIXED INCOME PORTFOLIO | SHAWNEE MISSION | KS | 2,476,263.919 | 27.91% | |
N | BANK OF NEW YORK MELLON | SHAWNEE MISSION | KS | 2,491,384.227 | 14.04% | |
IVY MANAGED INTERNATIONAL OPPORTUNITIES FUND | C | MID ATLANTIC TRUST | PITTSBURGH | PA | 13,548.588 | 11.36% |
R | MID ATLANTIC TRUST | PITTSBURGH | PA | 5,226.075 | 17.72% | |
N | EDWARD JONES | SAINT LOUIS | MO | 9,062.126 | 28.82% | |
B | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 1,237.512 | 15.37% |
F-15
B | NANCY DUDCHIK | BRANFORD | CT | 572.862 | 7.12% | |
B | KEVIN TULLAR | HOSPERS | IA | 492.385 | 6.12% | |
B | MARK EDWARD JENNINGS | NORMAN | OK | 602.688 | 7.49% | |
B | ELSA INTERLANDI | BERLIN | CT | 407.758 | 5.07% | |
C | FIRST CLEARING LLC | ST LOUIS | MO | 19,728.171 | 16.54% | |
R | IVY FUNDS DISTRIBUTOR | MISSION | KS | 24,271.845 | 82.28% | |
Y | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 3,546.840 | 31.58% | |
Y | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 6,165.383 | 54.89% | |
Y | FIRST CLEARING LLC | ST LOUIS | MO | 655.586 | 5.84% | |
N | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 22,381.379 | 71.18% | |
IVY MID CAP GROWTH FUND | ALL | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 10,564,108.080 | 5.62% |
ALL | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 13,339,307.071 | 7.10% | |
ALL | MORGAN STANLEY SMITH BARNEY LLC | NY | NY | 11,373,008.331 | 6.05% | |
R | MID ATLANTIC TRUST | PITTSBURGH | PA | 132,055.224 | 5.40% | |
R | VOYA INSTITUTIONAL TRUST COMPANY | WINDSOR | CT | 720,206.324 | 29.47% | |
N | EDWARD JONES | SAINT LOUIS | MO | 3,985,882.516 | 24.66% | |
B | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 21,949.643 | 11.00% | |
B | FIRST CLEARING LLC | ST LOUIS | MO | 32,709.825 | 16.39% | |
B | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 11,084.461 | 5.55% | |
C | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 657,317.228 | 9.01% | |
C | UBS FINANCIAL SERVICES INC | JERSEY CITY | NJ | 410,033.806 | 5.62% | |
C | FIRST CLEARING LLC | ST LOUIS | MO | 586,316.503 | 8.03% | |
C | MORGAN STANLEY SMITH BARNEY LLC | NY | NY | 369,502.595 | 5.06% | |
C | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 561,081.289 | 7.69% | |
C | RAYMOND JAMES & ASSOCIATES | ST PETERSBURG | FL | 1,382,227.459 | 18.94% | |
C | LPL FINANCIAL | SAN DIEGO | CA | 548,455.783 | 7.52% | |
C | STIFEL NICOLAUS & CO INC | ST LOUIS | MO | 414,955.129 | 5.69% |
F-16
I | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 7,515,914.805 | 8.75% | |
I | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 5,264,385.939 | 6.13% | |
I | MORGAN STANLEY SMITH BARNEY LLC | NY | NY | 9,229,390.914 | 10.74% | |
I | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 5,173,976.096 | 6.02% | |
I | RAYMOND JAMES & ASSOCIATES | ST PETERSBURG | FL | 4,629,723.638 | 5.39% | |
R | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 122,717.770 | 5.02% | |
R | DAVID LERNER ASSOCIATES INC | SYOSSET | NY | 150,344.190 | 6.15% | |
R | SAMMONS FINANCIAL NETWORK LLC | W DES MOINES | IA | 596,712.682 | 24.42% | |
R | FRONTIER TRUSTCO | PORTLAND | OR | 230,947.524 | 9.45% | |
Y | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 1,188,579.828 | 12.66% | |
Y | GWFS EQUITIES INC | GREENWOOD VILLAGE | CO | 697,062.430 | 7.42% | |
Y | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 2,284,578.652 | 24.33% | |
Y | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 1,763,763.335 | 9.39% | |
Y | MINNESOTA LIFE INSURANCE CO | SAINT PAUL | MN | 822,444.634 | 8.76% | |
Y | MERRILL LYNCH PIERCE FENNER & SMITH | JACKSONVILLE | FL | 603,785.048 | 6.43% | |
Y | JOHN HANCOCK TRUST COMPANY LLC | WESTWOOD | MA | 615,023.245 | 6.55% | |
N | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 898,454.807 | 5.56% | |
N | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 3,703,624.218 | 22.92% | |
N | SEI PRIVATE TRUST CO | OAKS | PA | 2,384,246.470 | 14.75% | |
IVY MID CAP INCOME OPPORTUNITIES FUND | ALL | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 10,822,648.397 | 14.74% |
ALL | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 13,488,368.569 | 18.37% | |
ALL | RAYMOND JAMES & ASSOCIATES | ST PETERSBURG | FL | 6,021,712.292 | 8.20% | |
ALL | LPL FINANCIAL | SAN DIEGO | CA | 5,067,800.631 | 6.90% | |
A | EDWARD JONES | SAINT LOUIS | MO | 788,517.135 | 8.56% | |
R | MID ATLANTIC TRUST | PITTSBURGH | PA | 7,482.382 | 15.46% |
F-17
R | MAC & CO | PITTSBURGH | PA | 3,594.730 | 7.43% | |
N | EDWARD JONES | SAINT LOUIS | MO | 2,728,046.543 | 53.90% | |
N | IVY WILSHIRE | SHAWNEE MISSION | KS | 663,234.124 | 13.11% | |
A | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 969,974.393 | 10.53% | |
A | RAYMOND JAMES & ASSOCIATES | ST PETERSBURG | FL | 532,341.457 | 5.78% | |
C | UBS FINANCIAL SERVICES INC | JERSEY CITY | NJ | 151,619.509 | 10.82% | |
C | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 210,931.772 | 15.05% | |
C | RAYMOND JAMES & ASSOCIATES | ST PETERSBURG | FL | 203,978.130 | 14.55% | |
C | LPL FINANCIAL | SAN DIEGO | CA | 90,115.046 | 6.43% | |
C | STIFEL NICOLAUS & CO INC | ST LOUIS | MO | 99,593.523 | 7.10% | |
I | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 9,181,495.669 | 16.24% | |
I | FIRST CLEARING LLC | ST LOUIS | MO | 2,939,805.139 | 5.20% | |
I | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 13,050,616.767 | 23.08% | |
I | RAYMOND JAMES & ASSOCIATES | ST PETERSBURG | FL | 5,285,125.361 | 9.35% | |
I | LPL FINANCIAL | SAN DIEGO | CA | 4,891,331.794 | 8.65% | |
R | STATE STREET BANK TR | BOSTON | MA | 17,684.811 | 36.55% | |
R | FRONTIER TRUSTCO | PORTLAND | OR | 9,049.404 | 18.70% | |
R | MATRIX TRUST COMPANY AS AGENT FOR | DENVER | CO | 3,329.611 | 6.88% | |
R | PLANMEMBER OMNIBUS ACCOUNT | CARPINTERIA | CA | 4,486.519 | 9.27% | |
Y | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 435,741.107 | 37.09% | |
Y | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 613,008.390 | 52.18% | |
N | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 328,123.464 | 6.48% | |
N | GWFS EQUITIES INC | GREENWOOD VLG | CO | 761,565.127 | 15.05% | |
IVY MUNICIPAL BOND FUND | B | MAX G & NORMA L WARD REV TRUST | CLAYTON | KS | 3,814.421 | 16.96% |
N | EDWARD JONES | SAINT LOUIS | MO | 79,294.040 | 96.17% | |
B | FIRST CLEARING LLC | ST LOUIS | MO | 1,581.072 | 7.03% |
F-18
B | MORGAN STANLEY SMITH BARNEY LLC | NY | NY | 4,271.331 | 18.99% | |
B | JOHN M & PATRICIA R SPECK | CENTERVIEW | MO | 5,228.520 | 23.24% | |
B | ALAN W MARIETTA & JUDITH M MARIETTA | OBERLIN | KS | 1,902.796 | 8.46% | |
B | KATHRYN FROST | NAMPA | ID | 1,140.846 | 5.07% | |
C | UBS FINANCIAL SERVICES INC | JERSEY CITY | NJ | 62,831.131 | 6.19% | |
C | FIRST CLEARING LLC | ST LOUIS | MO | 143,119.330 | 14.09% | |
Y | WADDELL & REED FINANCIAL INC | MISSION | KS | 36,182.573 | 99.99% | |
IVY MUNICIPAL HIGH INCOME FUND | ALL | P DANIEL ORLICH | NAPLES | FL | 10,468,452.397 | 5.29% |
A | P DANIEL ORLICH | NAPLES | FL | 10,468,452.397 | 8.54% | |
N | EDWARD JONES | SAINT LOUIS | MO | 155,934.434 | 74.21% | |
N | JP MORGAN SECURITIES LLC | BROOKLYN | NY | 13,762.252 | 6.55% | |
B | PERSHING LLC | JERSEY CITY | NJ | 18,491.128 | 9.56% | |
B | MERRILL LYNCH PIERCE FENNER & SMITH | JACKSONVILLE | FL | 33,744.509 | 17.44% | |
B | FIRST CLEARING LLC | ST LOUIS | MO | 52,059.582 | 26.91% | |
B | RAYMOND JAMES & ASSOCIATES | ST PETERSBURG | FL | 11,372.001 | 5.88% | |
C | UBS FINANCIAL SERVICES INC | JERSEY CITY | NJ | 1,625,185.619 | 15.54% | |
C | FIRST CLEARING LLC | ST LOUIS | MO | 1,621,726.667 | 15.50% | |
C | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 933,490.472 | 8.92% | |
C | RAYMOND JAMES & ASSOCIATES | ST PETERSBURG | FL | 566,266.191 | 5.41% | |
I | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 7,870,261.921 | 12.41% | |
I | FIRST CLEARING LLC | ST LOUIS | MO | 3,496,983.100 | 5.51% | |
I | LPL FINANCIAL | SAN DIEGO | CA | 3,401,663.972 | 5.36% | |
Y | AMERITRADE INC | OMAHA | NE | 245,350.563 | 26.20% | |
Y | LPL FINANCIAL | SAN DIEGO | CA | 653,018.112 | 69.73% | |
N | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 40,416.640 | 19.24% | |
IVY NATURAL RESOURCES FUND | ALL | MORGAN STANLEY SMITH BARNEY LLC | NY | NY | 1,499,966.234 | 7.76% |
ALL | HARTFORD LIFE INSURANCE COMPANY | WINDSOR | CT | 1,023,136.029 | 5.30% |
F-19
A | MORGAN STANLEY SMITH BARNEY LLC | NY | NY | 646,779.576 | 5.74% | |
B | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 2,759.175 | 17.52% | |
C | FIRST CLEARING LLC | ST LOUIS | MO | 52,671.926 | 10.95% | |
C | MORGAN STANLEY SMITH BARNEY LLC | NY | NY | 30,349.163 | 6.31% | |
C | RAYMOND JAMES & ASSOCIATES | ST PETERSBURG | FL | 41,861.857 | 8.70% | |
C | LPL FINANCIAL | SAN DIEGO | CA | 52,472.250 | 10.91% | |
I | UBS FINANCIAL SERVICES INC | JERSEY CITY | NJ | 428,781.655 | 7.71% | |
I | MORGAN STANLEY SMITH BARNEY LLC | NY | NY | 820,838.139 | 14.76% | |
R | HARTFORD LIFE INSURANCE COMPANY | WINDSOR | CT | 552,096.227 | 61.87% | |
R | MG TRUST COMPANY CUST | DENVER | CO | 45,062.095 | 5.05% | |
R | SAMMONS FINANCIAL NETWORK LLC | W DES MOINES | IA | 149,980.179 | 16.81% | |
Y | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 106,132.072 | 13.05% | |
Y | MERRILL LYNCH PIERCE FENNER & SMITH | JACKSONVILLE | FL | 42,411.514 | 5.21% | |
Y | HARTFORD LIFE INSURANCE COMPANY | WINDSOR | CT | 471,039.802 | 57.91% | |
N | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 25,616.439 | 29.21% | |
N | GWFS EQUITIES INC | GREENWOOD VILLAGE | CO | 9,378.379 | 10.69% | |
N | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 5,859.841 | 6.68% | |
N | DAVID LERNER ASSOCIATES INC | SYOSSET | NY | 13,129.325 | 14.97% | |
N | FRONTIER TRUSTCO | PORTLAND | OR | 5,464.363 | 6.23% | |
N | RELIANCE TRUST COMPANY | ATLANTA | GA | 6,939.414 | 7.91% | |
IVY PICTET EMERGING MARKETS LOCAL CURRENCY DEBT FUND | ALL | IVY WILSHIRE | SHAWNEE MISSION | KS | 2,381,531.409 | 37.84% |
ALL | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 516,432.493 | 8.21% | |
N | IVY WILSHIRE | SHAWNEE MISSION | KS | 2,381,531.409 | 100.00% | |
A | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 287,898.089 | 47.55% | |
A | DAVID FUNK & SHIRLENE FUNK | HANSEN | ID | 53,478.762 | 8.83% |
F-20
C | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 199,565.690 | 94.56% | |
Y | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 28,968.714 | 100.00% | |
IVY PICTET TARGETED RETURN BOND FUND | ALL | IVY WILSHIRE | SHAWNEE MISSION | KS | 6,323,123.428 | 32.73% |
N | IVY WILSHIRE | SHAWNEE MISSION | KS | 6,323,123.428 | 99.91% | |
A | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 533,333.333 | 27.43% | |
A | DAVID FUNK & SHIRLENE FUNK | HANSEN | ID | 101,002.848 | 5.20% | |
C | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 350,000.000 | 76.56% | |
C | LPL FINANCIAL | SAN DIEGO | CA | 52,495.844 | 11.48% | |
Y | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 24,271.845 | 97.27% | |
IVY PINEBRIDGE HIGH YIELD FUND | ALL | IVY WILSHIRE | SHAWNEE MISSION | KS | 3,809,536.141 | 26.95% |
ALL | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 1,294,831.573 | 9.16% | |
N | IVY WILSHIRE | SHAWNEE MISSION | KS | 3,809,536.141 | 92.07% | |
A | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 550,544.017 | 29.75% | |
I | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 1,294,831.573 | 15.89% | |
N | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 328,046.083 | 7.93% | |
IVY PROSHARES INTEREST RATE HEDGED HIGH YIELD INDEX FUND | ALL | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 900,000.000 | 21.73% |
A | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 300,000.000 | 84.83% | |
E | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 100,000.000 | 85.63% | |
I | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 400,000.000 | 11.21% | |
R | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 100,000.000 | 96.44% | |
IVY PROSHARES MSCI ACWI INDEX FUND | ALL | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 1,375,000.000 | 24.31% |
A | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 750,000.000 | 48.86% | |
A | AMERITRADE INC | OMAHA | NE | 82,488.797 | 5.37% |
F-21
A | DOUGLAS L BASKINS | FORT COLLINS | CO | 97,485.678 | 6.35% | |
E | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 100,000.000 | 67.07% | |
I | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 525,000.000 | 13.22% | |
IVY PROSHARES RUSSELL 2000 DIVIDEND GROWERS INDEX FUND | ALL | IVY WILSHIRE | SHAWNEE MISSION | KS | 1,018,719.620 | 12.05% |
N | IVY WILSHIRE | SHAWNEE MISSION | KS | 1,018,719.620 | 80.84% | |
A | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 120,000.000 | 65.10% | |
A | AMERITRADE INC | OMAHA | NE | 14,351.384 | 7.79% | |
A | AMY TRAWICK | BURKE | VA | 10,940.466 | 5.93% | |
E | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 80,000.000 | 73.60% | |
N | WADDELL & REED | SHAWNEE MISSION | KS | 87,445.700 | 6.94% | |
IVY PROSHARES S&P 500 BOND INDEX FUND | A | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 300,000.000 | 66.92% |
E | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 100,000.000 | 53.62% | |
E | KIRAN KAMITY | SAN JOSE | CA | 12,814.580 | 6.87% | |
R | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 100,000.000 | 95.67% | |
IVY PROSHARES S&P 500 DIVIDEND ARISTOCRATS INDEX FUND | ALL | IVY WILSHIRE | SHAWNEE MISSION | KS | 5,246,677.006 | 17.12% |
N | IVY WILSHIRE | SHAWNEE MISSION | KS | 5,246,677.006 | 84.61% | |
A | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 120,000.000 | 38.43% | |
A | AMERITRADE INC | OMAHA | NE | 27,763.250 | 8.89% | |
E | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 80,000.000 | 35.09% | |
E | STEVEN W HUNT | ALAMO HEIGHTS | TX | 14,106.348 | 6.19% | |
R | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 80,000.000 | 95.96% | |
N | WADDELL & REED | SHAWNEE MISSION | KS | 347,715.442 | 5.61% | |
IVY PZENA INTERNATIONAL VALUE FUND | ALL | IVY WILSHIRE | SHAWNEE MISSION | KS | 2,919,389.016 | 21.08% |
ALL | IVY MANAGED INTERNTIONAL | MISSION | KS | 1,160,926.133 | 8.38% | |
Y | MID ATLANTIC TRUST | PITTSBURGH | PA | 14,452.629 | 25.15% |
F-22
Y | A FARID BOLOURI | MILWAUKIE | OR | 7,383.944 | 12.85% | |
N | IVY WILSHIRE | SHAWNEE MISSION | KS | 2,919,389.016 | 58.82% | |
B | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 512.409 | 11.33% | |
B | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 343.362 | 7.59% | |
B | FIRST CLEARING LLC | ST LOUIS | MO | 1,139.259 | 25.19% | |
B | AMERITRADE INC | OMAHA | NE | 474.010 | 10.48% | |
C | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 3,485.301 | 7.00% | |
C | FIRST CLEARING LLC | ST LOUIS | MO | 3,469.173 | 6.97% | |
C | LPL FINANCIAL | SAN DIEGO | CA | 5,085.910 | 10.21% | |
C | JOYCE MILANI | E NORTHPORT | NY | 3,165.304 | 6.36% | |
C | HOWELL IRA STRAUSS | SHARON HILL | PA | 2,960.948 | 5.95% | |
C | BRADLEY J GARMS | ROSEMOUNT | MN | 2,691.581 | 5.40% | |
C | PAMELA NAGAMI | COVINA | CA | 2,523.935 | 5.07% | |
R | IVY FUNDS DISTRIBUTOR | MISSION | KS | 18,534.753 | 98.24% | |
Y | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 4,026.456 | 7.01% | |
Y | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 21,055.880 | 36.63% | |
Y | MINNESOTA LIFE INSURANCE CO | SAINT PAUL | MN | 8,384.176 | 14.59% | |
N | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 472,562.072 | 9.52% | |
N | IVY MANAGED INTERNTIONAL | MISSION | KS | 1,160,926.133 | 23.39% | |
IVY SCIENCE AND TECHNOLOGY FUND | ALL | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 5,922,666.449 | 5.52% |
R | VOYA INSTITUTIONAL TRUST COMPANY | WINDSOR | CT | 335,595.737 | 18.43% | |
R | MASSACHUSETTS MUTUAL LIFE | SPRINGFIELD | MA | 121,052.582 | 6.65% | |
Y | VOYA INSTITUTIONAL TRUST COMPANY | WINDSOR | CT | 447,007.741 | 9.37% | |
N | MID ATLANTIC TRUST | PITTSBURGH | PA | 110,034.736 | 5.91% | |
N | VOYA INSTITUTIONAL TRUST COMPANY | WINDSOR | CT | 114,827.950 | 6.17% | |
B | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 21,713.821 | 7.02% | |
B | MERRILL LYNCH PIERCE FENNER & SMITH | JACKSONVILLE | FL | 15,918.159 | 5.15% | |
B | FIRST CLEARING LLC | ST LOUIS | MO | 33,703.133 | 10.90% |
F-23
B | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 42,215.753 | 13.65% | |
B | LPL FINANCIAL | SAN DIEGO | CA | 17,251.937 | 5.58% | |
C | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 593,502.205 | 8.41% | |
C | UBS FINANCIAL SERVICES INC | JERSEY CITY | NJ | 599,391.295 | 8.50% | |
C | FIRST CLEARING LLC | ST LOUIS | MO | 882,307.176 | 12.51% | |
C | MORGAN STANLEY SMITH BARNEY LLC | NY | NY | 376,834.837 | 5.34% | |
C | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 674,451.066 | 9.56% | |
C | RAYMOND JAMES & ASSOCIATES | ST PETERSBURG | FL | 653,634.798 | 9.27% | |
C | LPL FINANCIAL | SAN DIEGO | CA | 550,398.934 | 7.80% | |
I | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 1,814,324.747 | 6.42% | |
R | FIDELITY MANAGEMENT TRUST CO | COVINGTON | KY | 94,149.682 | 5.17% | |
R | HARTFORD LIFE INSURANCE COMPANY | WINDSOR | CT | 362,205.111 | 19.90% | |
R | SAMMONS FINANCIAL NETWORK LLC | W DES MOINES | IA | 589,983.702 | 32.41% | |
Y | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 758,479.528 | 15.89% | |
Y | GWFS EQUITIES INC | GREENWOOD VILLAGE | CO | 516,271.671 | 10.82% | |
Y | GREENWOOD VLG | CO | 327,206.714 | 6.86% | ||
Y | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 1,271,742.091 | 26.65% | |
Y | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 337,912.759 | 7.08% | |
N | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 392,429.465 | 21.08% | |
N | JP MORGAN CHASE BANK | WALNUT CREEK | CA | 166,209.005 | 8.93% | |
N | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 564,700.993 | 30.34% | |
IVY SECURIAN CORE BOND FUND | ALL | IVY WILSHIRE | SHAWNEE MISSION | KS | 9,864,476.025 | 8.81% |
ALL | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 8,425,597.259 | 7.53% | |
A | EDWARD JONES | SAINT LOUIS | MO | 1,787,134.339 | 8.89% | |
R | MID ATLANTIC TRUST | PITTSBURGH | PA | 80,804.216 | 97.10% | |
Y | TIAA, FSB | ST. LOUIS | MO | 359,102.120 | 38.51% |
F-24
N | EDWARD JONES | SAINT LOUIS | MO | 1,940,860.599 | 12.15% | |
N | IVY WILSHIRE | SHAWNEE MISSION | KS | 9,864,476.025 | 61.75% | |
B | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 3,833.541 | 10.31% | |
B | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 8,264.258 | 22.23% | |
B | FIRST CLEARING LLC | ST LOUIS | MO | 3,744.029 | 10.07% | |
B | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 5,358.559 | 14.42% | |
B | KEVIN P VILLALOBOS | CORONA | CA | 2,614.371 | 7.03% | |
C | FIRST CLEARING LLC | ST LOUIS | MO | 273,695.508 | 21.51% | |
C | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 85,844.675 | 6.75% | |
C | RAYMOND JAMES & ASSOCIATES | ST PETERSBURG | FL | 276,783.352 | 21.75% | |
I | FIRST CLEARING LLC | ST LOUIS | MO | 3,883,660.127 | 5.31% | |
I | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 8,029,115.635 | 10.98% | |
Y | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 446,859.561 | 47.92% | |
Y | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 53,581.536 | 5.75% | |
IVY SECURIAN REAL ESTATE SECURITIES FUND | ALL | MINNESOTA LIFE INSURANCE CO | SAINT PAUL | MN | 2,809,680.364 | 19.89% |
R | MID ATLANTIC TRUST | PITTSBURGH | PA | 6,704.776 | 34.89% | |
N | EDWARD JONES | SAINT LOUIS | MO | 18,901.538 | 82.57% | |
B | FIRST CLEARING LLC | ST LOUIS | MO | 3,139.482 | 12.31% | |
B | RAYMOND JAMES & ASSOCIATES | ST PETERSBURG | FL | 1,346.853 | 5.28% | |
B | ROBERT C MCALLISTER & EUGENIE MCALLISTER | CINNCINATI | OH | 3,021.101 | 11.85% | |
C | FIRST CLEARING LLC | ST LOUIS | MO | 15,370.090 | 13.05% | |
R | STATE STREET BANK TR | BOSTON | MA | 2,663.137 | 13.86% | |
R | MG TRUST COMPANY CUST | DENVER | CO | 3,462.813 | 18.02% | |
R | FRONTIER TRUSTCO | PORTLAND | OR | 5,103.549 | 26.55% | |
Y | MINNESOTA LIFE INSURANCE CO | SAINT PAUL | MN | 2,809,680.364 | 98.04% | |
N | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 3,073.953 | 13.43% |
F-25
IVY SMALL CAP CORE FUND | ALL | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 2,783,125.545 | 8.48% |
ALL | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 3,032,993.249 | 9.24% | |
R | VOYA INSTITUTIONAL TRUST COMPANY | WINDSOR | CT | 253,360.821 | 25.09% | |
N | EDWARD JONES | SAINT LOUIS | MO | 1,222,151.633 | 38.67% | |
N | IVY WILSHIRE | SHAWNEE MISSION | KS | 538,234.379 | 17.03% | |
B | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 2,400.385 | 8.20% | |
B | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 1,941.474 | 6.64% | |
B | MERRILL LYNCH PIERCE FENNER & SMITH | JACKSONVILLE | FL | 2,210.972 | 7.56% | |
B | MORGAN STANLEY SMITH BARNEY LLC | NY | NY | 4,095.908 | 14.00% | |
B | LPL FINANCIAL | SAN DIEGO | CA | 4,717.736 | 16.12% | |
B | CHARLES & KAREN MAGID | LEXINGTON | MA | 1,769.525 | 6.05% | |
C | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 84,180.188 | 6.27% | |
C | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 92,025.798 | 6.85% | |
C | UBS FINANCIAL SERVICES INC | JERSEY CITY | NJ | 98,109.522 | 7.30% | |
C | FIRST CLEARING LLC | ST LOUIS | MO | 128,835.304 | 9.59% | |
C | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 173,043.484 | 12.88% | |
C | RAYMOND JAMES & ASSOCIATES | ST PETERSBURG | FL | 91,445.586 | 6.81% | |
I | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 2,298,829.525 | 12.00% | |
I | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 2,640,046.721 | 13.79% | |
R | SAMMONS FINANCIAL NETWORK LLC | W DES MOINES | IA | 601,927.322 | 59.61% | |
Y | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 31,305.882 | 7.23% | |
Y | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 83,713.465 | 19.33% | |
Y | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 42,882.911 | 9.90% | |
Y | MINNESOTA LIFE INSURANCE CO | SAINT PAUL | MN | 49,051.277 | 11.33% |
F-26
Y | MERRILL LYNCH PIERCE FENNER & SMITH | JACKSONVILLE | FL | 56,725.487 | 13.10% | |
Y | AMERITRADE INC | OMAHA | NE | 22,552.785 | 5.21% | |
Y | MG TRUST COMPANY CUST | DENVER | CO | 52,770.833 | 12.19% | |
N | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 200,700.563 | 6.35% | |
N | RELIANCE TRUST COMPANY | ATLANTA | GA | 314,356.646 | 9.95% | |
N | JOHN HANCOCK | VARIOUS | -- | 333,132.164 | 10.54% | |
IVY SMALL CAP GROWTH FUND | ALL | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 7,984,228.005 | 6.58% |
R | VOYA INSTITUTIONAL TRUST COMPANY | WINDSOR | CT | 1,249,845.142 | 37.72% | |
R | MASSACHUSETTS MUTUAL LIFE | SPRINGFIELD | MA | 230,901.871 | 6.97% | |
Y | MASSACHUSETTS MUTUAL LIFE | SPRINGFIELD | MA | 387,866.164 | 8.18% | |
Y | LISI COMPANIES | TORRANCE | CA | 312,861.513 | 6.60% | |
N | EDWARD JONES | SAINT LOUIS | MO | 468,319.813 | 5.82% | |
N | NEW HORIZONS BAKING 401K | PHOENIX | AZ | 555,378.860 | 6.90% | |
B | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 17,505.089 | 9.70% | |
B | FIRST CLEARING LLC | ST LOUIS | MO | 15,453.683 | 8.56% | |
B | LPL FINANCIAL | SAN DIEGO | CA | 12,731.199 | 7.05% | |
C | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 254,423.209 | 5.43% | |
C | FIRST CLEARING LLC | ST LOUIS | MO | 482,141.555 | 10.29% | |
C | MORGAN STANLEY SMITH BARNEY LLC | NY | NY | 243,596.359 | 5.20% | |
C | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 240,424.247 | 5.13% | |
C | RAYMOND JAMES & ASSOCIATES | ST PETERSBURG | FL | 442,299.536 | 9.44% | |
C | LPL FINANCIAL | SAN DIEGO | CA | 323,674.286 | 6.91% | |
I | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 2,671,374.140 | 6.73% | |
I | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 4,542,541.411 | 11.45% | |
R | SAMMONS FINANCIAL NETWORK LLC | W DES MOINES | IA | 855,894.689 | 25.83% | |
R | RELIANCE TRUST COMPANY | ATLANTA | GA | 197,664.322 | 5.96% | |
Y | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 344,870.201 | 7.27% | |
Y | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 647,986.121 | 13.67% |
F-27
Y | RELIANCE TRUST COMPANY | ATLANTA | GA | 876,396.342 | 18.48% | |
Y | JOHN HANCOCK TRUST COMPANY LLC | WESTWOOD | MA | 882,438.566 | 18.61% | |
N | GWFS EQUITIES INC | GREENWOOD VILLAGE | CO | 466,516.094 | 5.79% | |
N | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 1,694,355.207 | 21.04% | |
N | ARENT FOX 401K PLAN | WASHINGTON | DC | 773,803.836 | 9.61% | |
N | KEYBANK NA | CLEVELAND | OH | 434,899.065 | 5.40% | |
IVY VALUE FUND | ALL | IVY WILSHIRE | SHAWNEE MISSION | KS | 4,663,472.353 | 8.95% |
ALL | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 11,013,576.157 | 21.13% | |
B | TROY GAINES | NEWPORT NEWS | VA | 1,690.298 | 5.12% | |
Y | MID ATLANTIC TRUST | PITTSBURGH | PA | 467.704 | 11.37% | |
N | IVY WILSHIRE | SHAWNEE MISSION | KS | 4,663,472.353 | 84.60% | |
B | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 2,681.910 | 8.12% | |
B | NATIONAL FINANCIAL SVCS CORP | BOSTON | MA | 1,852.014 | 5.61% | |
B | FIRST CLEARING LLC | ST LOUIS | MO | 2,614.293 | 7.91% | |
B | RAYMOND JAMES & ASSOCIATES | ST PETERSBURG | FL | 6,544.568 | 19.81% | |
B | STIFEL NICOLAUS & CO INC | ST LOUIS | MO | 1,889.512 | 5.72% | |
C | FIRST CLEARING LLC | ST LOUIS | MO | 38,528.717 | 10.73% | |
C | RAYMOND JAMES & ASSOCIATES | ST PETERSBURG | FL | 84,119.135 | 23.43% | |
C | LPL FINANCIAL | SAN DIEGO | CA | 30,044.397 | 8.37% | |
I | AMERICAN ENTERPRISE INVESTMENT SVC | MINNEAPOLIS | MN | 10,948,459.091 | 33.63% | |
R | IVY FUNDS DISTRIBUTOR | MISSION | KS | 13,915.094 | 98.74% | |
Y | MERRILL LYNCH PIERCE FENNER & SMITH | JACKSONVILLE | FL | 1,555.802 | 37.81% | |
Y | MG TRUST COMPANY CUST | DENVER | CO | 1,950.872 | 47.41% | |
N | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 382,089.202 | 6.93% | |
IVY WILSHIRE GLOBAL ALLOCATION FUND | N | CHARLES SCHWAB & CO INC | SAN FRANCISCO | CA | 5,579.827 | 16.29% |
N | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 28,669.725 | 83.71% |
F-28
InvestEd Portfolios
FUND NAME | CLASS | SHAREHOLDER | CITY | STATE | % OF CLASS |
INVESTED 90 PORTFOLIO | ALL | ARIZONA STATE BOARD OF INVESTMENT IN ITS CAPACITY AS TRUSTEE OF THE FAMILY COLLEGE SAVINGS PROGRAM TRUST FUND | PHOENIX | AZ | 100.00% |
INVESTED 80 PORTFOLIO | ALL | ARIZONA STATE BOARD OF INVESTMENT IN ITS CAPACITY AS TRUSTEE OF THE FAMILY COLLEGE SAVINGS PROGRAM TRUST FUND | PHOENIX | AZ | 100.00% |
INVESTED 70 PORTFOLIO | ALL | ARIZONA STATE BOARD OF INVESTMENT IN ITS CAPACITY AS TRUSTEE OF THE FAMILY COLLEGE SAVINGS PROGRAM TRUST FUND | PHOENIX | AZ | 100.00% |
INVESTED 60 PORTFOLIO | ALL | ARIZONA STATE BOARD OF INVESTMENT IN ITS CAPACITY AS TRUSTEE OF THE FAMILY COLLEGE SAVINGS PROGRAM TRUST FUND | PHOENIX | AZ | 100.00% |
INVESTED 50 PORTFOLIO | ALL | ARIZONA STATE BOARD OF INVESTMENT IN ITS CAPACITY AS TRUSTEE OF THE FAMILY COLLEGE SAVINGS PROGRAM TRUST FUND | PHOENIX | AZ | 100.00% |
INVESTED 40 PORTFOLIO | ALL | ARIZONA STATE BOARD OF INVESTMENT IN ITS CAPACITY AS TRUSTEE OF THE FAMILY COLLEGE SAVINGS PROGRAM TRUST FUND | PHOENIX | AZ | 100.00% |
INVESTED 30 PORTFOLIO | ALL | ARIZONA STATE BOARD OF INVESTMENT IN ITS CAPACITY AS TRUSTEE OF THE FAMILY COLLEGE SAVINGS | PHOENIX | AZ | 100.00% |
F-29
PROGRAM TRUST FUND | |||||
INVESTED 20 PORTFOLIO | ALL | ARIZONA STATE BOARD OF INVESTMENT IN ITS CAPACITY AS TRUSTEE OF THE FAMILY COLLEGE SAVINGS PROGRAM TRUST FUND | PHOENIX | AZ | 100.00% |
INVESTED 10 PORTFOLIO | ALL | ARIZONA STATE BOARD OF INVESTMENT IN ITS CAPACITY AS TRUSTEE OF THE FAMILY COLLEGE SAVINGS PROGRAM TRUST FUND | PHOENIX | AZ | 100.00% |
INVESTED 0 PORTFOLIO | ALL | ARIZONA STATE BOARD OF INVESTMENT IN ITS CAPACITY AS TRUSTEE OF THE FAMILY COLLEGE SAVINGS PROGRAM TRUST FUND | PHOENIX | AZ | 100.00% |
Ivy Variable Insurance Portfolios
FUND NAME | CLASS | SHAREHOLDER | CITY | STATE | TOTAL SHARES OWNED | % OF CLASS |
IVY VIP ASSET STRATEGY | ALL | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 29,471,823.416 | 40.21% |
I | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 35,001.693 | 94.85% | |
I | LINCOLN NATIONAL LIFE INSURANCE CO | FORT WAYNE | IN | 1,900.104 | 5.15% | |
II | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 29,471,823.416 | 40.23% | |
II | MINNESOTA LIFE INSURANCE CO | SAINT PAUL | MN | 15,600,576.263 | 21.30% | |
II | OHIO NATIONAL LIFE INSURANCE CO | CINCINNATI | OH | 13,472,713.462 | 18.39% | |
IVY VIP BALANCED | II | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 8,954,573.731 | 22.68% |
II | MINNESOTA LIFE INSURANCE CO | SAINT PAUL | MN | 25,308,898.715 | 64.10% | |
II | UNITED INVESTORS LIFE | BIRMINGHAM | AL | 2,775,221.922 | 7.03% | |
IVY VIP CORE EQUITY | II | BANK OF NEW YORK-MELLON | MISSION | KS | 5,369,494.835 | 10.46% |
II | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 11,684,647.778 | 22.77% | |
II | MINNESOTA LIFE INSURANCE CO | SAINT PAUL | MN | 8,358,351.576 | 16.29% | |
II | WADDELL & REED INC | MISSION | KS | 11,715,516.138 | 11.42% |
F-30
II | UNITED INVESTORS LIFE | BIRMINGHAM | AL | 9,031,382.376 | 17.60% | |
IVY VIP CORPORATE BOND | II | BANK OF NEW YORK-MELLON | MISSION | KS | 19,832,443.556 | 17.52% |
II | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 12,565,035.016 | 11.10% | |
II | MINNESOTA LIFE INSURANCE CO | SAINT PAUL | MN | 20,714,254.481 | 18.30% | |
II | WADDELL & REED INC | MISSION | KS | 43,033,644.568 | 12.67% | |
IVY VIP ENERGY | ALL | PACIFIC LIFE | NEWPORT BEACH | CA | 7,724,340.374 | 44.11% |
I | IVY INVESTMENT MANAGEMENT COMPANY | MISSION | KS | 44,326.774 | 52.11% | |
I | LINCOLN NATIONAL LIFE INSURANCE CO | FORT WAYNE | IN | 40,734.234 | 47.89% | |
II | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 3,267,527.789 | 18.75% | |
II | MINNESOTA LIFE INSURANCE CO | SAINT PAUL | MN | 1,412,392.235 | 8.10% | |
II | PACIFIC LIFE | NEWPORT BEACH | CA | 7,724,340.374 | 44.32% | |
II | LINCOLN NATIONAL LIFE INSURANCE CO | FORT WAYNE | IN | 2,902,801.265 | 16.66% | |
IVY VIP GLOBAL BOND | II | JEFFERSON NATIONAL | LOUISVILLE | KY | 271,158.350 | 6.94% |
II | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 1,310,358.167 | 33.54% | |
II | MINNESOTA LIFE INSURANCE CO | SAINT PAUL | MN | 1,112,570.658 | 28.48% | |
II | GUARDIAN INSURANCE & ANNUITY | BETHLEHEM | PA | 954,812.574 | 24.44% | |
II | MIDLAND NATIONAL LIFE INSURANCE | WEST DES MOINES | IA | 198,581.608 | 5.08% | |
IVY VIP GLOBAL EQUITY INCOME | ALL | WADDELL & REED INC | MISSION | KS | 14,818,622.185 | 28.29% |
II | BANK OF NEW YORK-MELLON | MISSION | KS | 10,541,702.857 | 20.12% | |
II | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 4,705,984.438 | 8.98% | |
II | MINNESOTA LIFE INSURANCE CO | SAINT PAUL | MN | 2,894,141.362 | 5.52% | |
II | WADDELL & REED INC | MISSION | KS | 24,585,421.809 | 23.46% | |
IVY VIP GLOBAL GROWTH | II | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 10,360,861.895 | 28.58% |
II | MINNESOTA LIFE INSURANCE CO | SAINT PAUL | MN | 16,554,924.620 | 45.66% | |
II | UNITED INVESTORS LIFE | BIRMINGHAM | AL | 7,681,032.099 | 21.19% | |
IVY VIP GOVERNMENT MONEY MARKET | II | BANK OF NEW YORK-MELLON | MISSION | KS | 13,830,197.480 | 14.41% |
II | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 32,383,813.940 | 33.75% | |
II | MINNESOTA LIFE INSURANCE CO | SAINT PAUL | MN | 12,225,952.820 | 12.74% | |
II | WADDELL & REED INC | MISSION | KS | 18,641,258.400 | 9.71% |
F-31
II | UNITED INVESTORS LIFE | BIRMINGHAM | AL | 5,047,015.790 | 5.26% | |
IVY VIP GROWTH | II | BANK OF NEW YORK-MELLON | MISSION | KS | 7,361,167.780 | 10.43% |
II | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 18,178,112.728 | 25.75% | |
II | MINNESOTA LIFE INSURANCE CO | SAINT PAUL | MN | 5,602,940.417 | 7.94% | |
II | WADDELL & REED INC | MISSION | KS | 16,053,428.671 | 11.37% | |
II | UNITED INVESTORS LIFE | BIRMINGHAM | AL | 15,650,198.973 | 22.17% | |
IVY VIP HIGH INCOME | ALL | AXA EQUITABLE LIFE INSURANCECOMPANY | JERSEY CITY | NJ | 133,904,872.532 | 51.69% |
I | BANK OF NEW YORK-MELLON | MISSION | KS | 1,541,769.152 | 25.95% | |
I | WADDELL & REED INC | MISSION | KS | 3,554,534.154 | 14.96% | |
I | LINCOLN NATIONAL LIFE INSURANCE CO | FORT WAYNE | IN | 419,365.366 | 7.06% | |
II | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 58,153,785.872 | 22.98% | |
II | MINNESOTA LIFE INSURANCE CO | SAINT PAUL | MN | 26,234,899.940 | 10.37% | |
II | AXA EQUITABLE LIFE INSURANCECOMPANY | JERSEY CITY | NJ | 133,904,872.532 | 52.90% | |
IVY VIP INTERNATIONAL CORE EQUITY | II | BANK OF NEW YORK-MELLON | MISSION | KS | 4,784,127.565 | 12.04% |
II | MINNESOTA LIFE INSURANCE CO | SAINT PAUL | MN | 17,889,923.584 | 45.01% | |
II | WADDELL & REED INC | MISSION | KS | 11,157,003.006 | 14.04% | |
IVY VIP LIMITED-TERM BOND | II | BANK OF NEW YORK-MELLON | MISSION | KS | 20,777,262.936 | 24.20% |
II | MINNESOTA LIFE INSURANCE CO | SAINT PAUL | MN | 8,547,882.655 | 9.96% | |
II | WADDELL & REED INC | MISSION | KS | 47,900,854.825 | 13.95% | |
IVY VIP MID CAP GROWTH | ALL | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 15,987,746.645 | 40.66% |
I | BANK OF NEW YORK-MELLON | MISSION | KS | 3,494,616.977 | 25.05% | |
I | WADDELL & REED INC | MISSION | KS | 8,391,288.320 | 20.05% | |
II | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 15,987,746.645 | 63.02% | |
II | MINNESOTA LIFE INSURANCE CO | SAINT PAUL | MN | 5,363,284.538 | 21.14% | |
II | LINCOLN NATIONAL LIFE INSURANCE CO | FORT WAYNE | IN | 1,450,709.761 | 5.72% | |
IVY VIP NATURAL RESOURCES | II | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 3,278,097.680 | 14.46% |
II | MINNESOTA LIFE INSURANCE CO | SAINT PAUL | MN | 9,775,784.439 | 43.12% | |
II | AXA EQUITABLE LIFE INSURANCECOMPANY | JERSEY CITY | NJ | 1,408,838.746 | 6.21% | |
II | OHIO NATIONAL LIFE INSURANCE CO | CINCINNATI | OH | 7,329,900.801 | 32.33% | |
IVY VIP PATHFINDER AGGRESSIVE | II | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 8,368,999.976 | 60.58% |
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II | MINNESOTA LIFE INSURANCE CO | SAINT PAUL | MN | 5,132,458.645 | 37.15% | |
IVY VIP PATHFINDER CONSERVATIVE | II | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 15,756,093.200 | 74.91% |
II | MINNESOTA LIFE INSURANCE CO | SAINT PAUL | MN | 5,207,039.744 | 24.76% | |
IVY VIP PATHFINDER MODERATELY AGGRESSIVE | II | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 111,793,172.012 | 72.51% |
II | MINNESOTA LIFE INSURANCE CO | SAINT PAUL | MN | 40,676,764.964 | 26.38% | |
IVY VIP PATHFINDER MODERATELY CONSERVATIVE | II | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 27,269,193.712 | 73.56% |
II | MINNESOTA LIFE INSURANCE CO | SAINT PAUL | MN | 9,653,900.434 | 26.04% | |
IVY VIP PATHFINDER MODERATE – MANAGED VOLATILITY FUND | II | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 41,449,233.507 | 32.80% |
II | MINNESOTA LIFE INSURANCE CO | SAINT PAUL | MN | 84,882,564.740 | 67.16% | |
IVY VIP PATHFINDER MODERATE | II | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 95,079,605.899 | 74.55% |
II | MINNESOTA LIFE INSURANCE CO | SAINT PAUL | MN | 31,369,851.403 | 24.60% | |
IVY VIP PATHFINDER MODERATELY AGGRESSIVE – MANAGED VOLATILITY | II | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 1,815,930.390 | 10.32% |
II | MINNESOTA LIFE INSURANCE CO | SAINT PAUL | MN | 15,715,702.831 | 89.28% | |
IVY VIP PATHFINDER MODERATELY CONSERVATIVE – MANAGED VOLATILITY | II | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 8,555,821.948 | 56.30% |
II | MINNESOTA LIFE INSURANCE CO | SAINT PAUL | MN | 6,641,554.538 | 43.70% | |
IVY VIP SCIENCE AND TECHNOLOGY | I | LINCOLN NATIONAL LIFE INSURANCE CO | FORT WAYNE | IN | 58,370.524 | 100.00% |
II | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 5,404,024.140 | 28.65% | |
II | MINNESOTA LIFE INSURANCE CO | SAINT PAUL | MN | 3,809,880.240 | 20.20% | |
II | OHIO NATIONAL LIFE INSURANCE CO | CINCINNATI | OH | 3,557,705.571 | 18.86% | |
II | UNITED INVESTORS LIFE | BIRMINGHAM | AL | 3,190,139.820 | 16.92% | |
II | LINCOLN NATIONAL LIFE INSURANCE CO | FORT WAYNE | IN | 1,332,627.232 | 7.07% |
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IVY VIP SECURIAN REAL ESTATE SECURITIES | II | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 3,108,927.982 | 69.68% |
II | MINNESOTA LIFE INSURANCE CO | SAINT PAUL | MN | 1,143,788.138 | 25.64% | |
IVY VIP SMALL CAP CORE | II | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 1,203,795.985 | 9.11% |
II | MINNESOTA LIFE INSURANCE CO | SAINT PAUL | MN | 9,355,027.942 | 70.79% | |
II | MIDLAND NATIONAL LIFE INSURANCE | WEST DES MOINES | IA | 887,168.502 | 6.71% | |
IVY VIP SMALL CAP GROWTH | ALL | AXA EQUITABLE LIFE INSURANCECOMPANY | JERSEY CITY | NJ | 9,994,262.498 | 26.00% |
I | BANK OF NEW YORK-MELLON | MISSION | KS | 1,221,579.498 | 25.33% | |
I | WADDELL & REED INC | MISSION | KS | 2,971,516.853 | 20.54% | |
II | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 8,421,592.317 | 25.06% | |
II | MINNESOTA LIFE INSURANCE CO | SAINT PAUL | MN | 6,974,633.360 | 20.75% | |
II | AXA EQUITABLE LIFE INSURANCECOMPANY | JERSEY CITY | NJ | 9,994,262.498 | 29.73% | |
II | UNITED INVESTORS LIFE | BIRMINGHAM | AL | 5,419,969.778 | 16.12% | |
IVY VIP VALUE | II | BANK OF NEW YORK-MELLON | MISSION | KS | 10,989,837.949 | 15.11% |
II | NATIONWIDE INVESTMENT SVCS CORP | COLUMBUS | OH | 8,218,576.278 | 11.30% | |
II | MINNESOTA LIFE INSURANCE CO | SAINT PAUL | MN | 20,555,138.823 | 28.27% | |
II | WADDELL & REED INC | MISSION | KS | 23,776,484.339 | 16.35% |
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APPENDIX G
TRUSTEE COMPENSATION
The following tables set forth the aggregate compensation, including deferred compensation amounts, paid to each Current Trustee by each Trust during its most recently completed fiscal year. No pension or retirement benefits have been accrued as a part of the Trust’s expenses. Mr. Sanders, as an Interested Trustee, does not receive any compensation from any of the Trusts. The Trustee nominees did not serve as a Trustee of any Trust during the most recently completed fiscal year and therefore did not receive any compensation from the Trusts.
Aggregate Compensation for the Fiscal Year Ended March 31, 2020 | ||||||||
Current Independent Trustees | Aggregate Compensation from the Ivy Funds | Total Compensation from the Fund Complex | ||||||
James M. Concannon | $ | 219,296 | $ | 261,250 | ||||
H. Jeffrey Dobbs | 215,045 | 256,264 | ||||||
James D. Gressett | 232,920 | 277,500 | ||||||
Joseph Harroz, Jr. | 326,924 | 388,750 | ||||||
Glendon E. Johnson, Jr. | 243,400 | 290,000 | ||||||
Sandra A. J. Lawrence | 219,237 | 261,264 | ||||||
Frank J. Ross, Jr. | 255,990 | 305,000 | ||||||
Michael G. Smith | 251,798 | 300,000 | ||||||
Edward M. Tighe* | 251,798 | 300,000 |
Of the total compensation from the Fund Complex listed above, the following amounts have been deferred:
James M. Concannon | $ 132,500 | |||
H. Jeffrey Dobbs | 0 | |||
James D. Gressett | 37,500 | |||
Joseph Harroz, Jr. | 38,875 | |||
Glendon E. Johnson, Jr. | 0 | |||
Sandra A. J. Lawrence | 0 | |||
Frank J. Ross, Jr. | 0 | |||
Michael G. Smith | 113,125 | |||
Edward M. Tighe* | 120,500 |
Aggregate Compensation for the Fiscal Year Ended June 30, 2020
Current Independent Trustees | Aggregate Compensation from Ivy Funds | Total Compensation from the Fund Complex | ||||||||
James M. Concannon | $ | 257,800 | $ | 307,500 | ||||||
H. Jeffrey Dobbs | 251,518 | 300,000 | ||||||||
James D. Gressett | 243,148 | 290,000 | ||||||||
Joseph Harroz, Jr. | 322,801 | 385,000 | ||||||||
Glendon E. Johnson, Jr. | 243,149 | 290,000 | ||||||||
Sandra A. J. Lawrence | 255,709 | 305,000 | ||||||||
Frank J. Ross, Jr. | 255,725 | 305,000 | ||||||||
Michael G. Smith | 251,533 | 300,000 | ||||||||
Edward M. Tighe* | 251,533 | 300,000 |
Of the total compensation from the Fund Complex listed above, the following amounts have been deferred:
James M. Concannon | $170,000 | |||
H. Jeffrey Dobbs | 0 |
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James D. Gressett | 50,000 | |||
Joseph Harroz, Jr. | 38,500 | |||
Glendon E. Johnson, Jr. | 0 | |||
Sandra A. J. Lawrence | 0 | |||
Frank J. Ross, Jr. | 0 | |||
Michael G. Smith | 76,250 | |||
Edward M. Tighe* | 91,000 |
Aggregate Compensation for the Fiscal Year Ended September 30, 2020 | ||||||||
Current Independent Trustees | Aggregate Compensation from the Ivy Funds | Total Compensation from the Fund Complex | ||||||
James M. Concannon | $ | 269,284 | $ | 321,250 | ||||
H. Jeffrey Dobbs | 259,855 | 310,000 | ||||||
James D. Gressett | 243,093 | 290,000 | ||||||
Joseph Harroz, Jr. | 322,725 | 385,000 | ||||||
Glendon E. Johnson, Jr. | 243,093 | 290,000 | ||||||
Sandra A. J. Lawrence | 264,047 | 315,000 | ||||||
Frank J. Ross, Jr. | 255,666 | 305,000 | ||||||
Michael G. Smith | 251,474 | 300,000 | ||||||
Edward M. Tighe* | 251,474 | 300,000 |
Of the total compensation from the Fund Complex listed above, the following amounts have been deferred:
James M. Concannon | $175,000 | |||
H. Jeffrey Dobbs | 0 | |||
James D. Gressett | 50,000 | |||
Joseph Harroz, Jr. | 38,500 | |||
Glendon E. Johnson, Jr. | 0 | |||
Sandra A. J. Lawrence | 0 | |||
Frank J. Ross, Jr. | 0 | |||
Michael G. Smith | 39,375 | |||
Edward M. Tighe* | 61,500 |
Aggregate Compensation for the Fiscal Year Ended December 31, 2019
Current Independent Trustees | Aggregate Compensation from Ivy VIP | Aggregate Compensation from InvestEd | Total Compensation from the Fund Complex | ||||||||
James M. Concannon | $ | 43,172 | $ | 1,835 | $ | 280,750 | |||||
H. Jeffrey Dobbs | 27,869 | 1,186 | 181,264 | ||||||||
James D. Gressett | 45,387 | 1,923 | 295,000 | ||||||||
Joseph Harroz, Jr. | 59,126 | 2,511 | 384,500 | ||||||||
Glendon E. Johnson, Jr. | 44,138 | 1,876 | 287,000 | ||||||||
Sandra A. J. Lawrence | 27,869 | 1,186 | 181,264 | ||||||||
Frank J. Ross, Jr. | 46,913 | 1,991 | 305,000 | ||||||||
Michael G. Smith | 44,899 | 1,909 | 292,000 | ||||||||
Edward M. Tighe* | 44,899 | 1,909 | 292,000 |
Of the total compensation from the Fund Complex listed above, the following amounts have been deferred:
James M. Concannon | $ | 160,000 | ||
H. Jeffrey Dobbs | 0 | |||
James D. Gressett | 50,000 |
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Joseph Harroz, Jr. | 39,250 | |||
Glendon E. Johnson, Jr. | 0 | |||
Sandra A. J. Lawrence | 0 | |||
Frank J. Ross, Jr. | 0 | |||
Michael G. Smith | 150,000 | |||
Edward M. Tighe* | 150,000 |
*Effective January 1, 2021, Mr. Tighe no longer serves as a Trustee of the Trusts.
On April 1, 2010, each of the then-existing series of the Ivy Funds became the successor either to one of the series of Ivy Funds, Inc., organized as a Maryland corporation on January 29, 1992, or to one of the series of Ivy Funds, organized as a Massachusetts business trust on December 21, 1983 (collectively, the “Predecessor Funds”). The board of directors of the Predecessor Funds created an honorary position of Director Emeritus, whereby a director of the Predecessor Funds who attained the age of 75 was required to resign his or her position as director and, unless he or she elected otherwise, to serve as a Director Emeritus, provided the director had served on the board of the Predecessor Funds (or predecessor entity) for at least five years, which need not have been consecutive. A Director Emeritus had no authority or responsibility with respect to the management of the Funds, but did receive fees in recognition of his or her past services, whether or not services were rendered in his or her capacity as Director Emeritus. The Board has eliminated the plan for present and future Board members.
Under the Predecessor Board’s plan, a Director Emeritus received an annual fee in an amount equal to the annual retainer he or she was receiving at the time he or she resigned as a director of the Predecessor Funds. Messrs. William T. Morgan and Paul S. Wise retired as Directors of the Ivy Funds, and both served as Director Emeritus, until their passing in December 2019 and October 2019, respectively.
The following table shows the fees paid to each Director Emeritus, and the portion of that fee paid by the Trust, for the fiscal year ended March 31, 2020.
Director Emeritus | Total Compensation from the Trust | Total Compensation from the Fund Complex1 | ||
William T. Morgan | $37,572 | $43,500 | ||
Paul S. Wise | 32,535 | 36,000 |
1 | The fees paid to each Trustee or Director Emeritus are allocated among the Ivy Funds that were in existence at the time the Trustee or Director elected Emeritus status, based on each Fund’s net assets at that time. |
Similarly, the board of the Waddell & Reed Advisors Funds, legacy funds, which merged into Ivy Funds in October 2017 (“WRA Funds”), created an honorary emeritus position for former trustees of those funds (a "WRA Funds Trustee Emeritus"). Under that plan, an incumbent trustee who had attained the age of 70 could elect to serve as a Trustee Emeritus. Alternatively, if a trustee was initially elected on or after May 31, 1993 to the board of the WRA Funds or to the board of trustees of either Ivy VIP or InvestEd Portfolios (each, an “Other Trust”), or as a director of a fund to which the WRA Funds or another Trust was the successor, and had attained the age of 78, such trustee was required to resign his or her position as trustee and, unless he or she elected otherwise, serve as Trustee Emeritus. In either case, that trustee must have served as a trustee or director of the WRA Funds or an Other Trust for at least five years, which need not have been consecutive. A WRA Funds Trustee Emeritus receives fees in recognition of his or her past services whether or not services are rendered in his or her Emeritus capacity, but he or she has no authority or responsibility with respect to the management of the Trust. The board of the WRA Funds combined with the Board of the Ivy Funds in 2017; therefore, the only Trustees on the Board of the Ivy Funds who are currently eligible for the position of WRA Funds Trustee Emeritus are those Trustees who were trustees of the WRA Funds on December 31, 2016.
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A WRA Funds Trustee Emeritus receives an annual fee in an amount equal to the annual retainer he or she was receiving at the time he or she resigned as a trustee or director. If a WRA Funds Trustee Emeritus was initially elected as a trustee or director to the board of the WRA Funds or an Other Trust before May 31, 1993, such annual fee is payable as long as the trustee or director holds WRA Funds Trustee Emeritus status, which may be for the remainder of his or her lifetime. However, if a WRA Funds Trustee Emeritus was initially elected as a trustee or director to the board of the WRA Funds or an Other Trust on or after May 31, 1993, such WRA Funds Trustee Emeritus receives such annual fee only for a period of three years commencing upon the date the Trustee or Director began his or her emeritus service, or in an equivalent lump sum. A Trustee who takes the position of WRA Funds Trustee Emeritus after January 1, 2017, will only receive an annual fee in an amount equal to the annual retainer he or she received in 2016.
Each of Messrs. Jarold W. Boettcher, John A. Dillingham, Albert W. Herman and Frederick Vogel III serves as a WRA Funds Trustee Emeritus. Mr. Vogel initially was elected to a board of directors of a fund in the Fund Complex before May 31, 1993, and therefore receives an amount equal to the annual retainer he was receiving at the time he resigned as a Director for as long as he holds WRA Funds Trustee Emeritus status, which may be for the remainder of his lifetime. Each of the other WRA Funds Trustee Emeritus initially were elected after May 31, 1993, and each therefore receives an amount equal to the annual retainer he was receiving at the time he resigned as a trustee for three years commencing upon the date he became a WRA Funds Trustee Emeritus. Each of Messrs. William T. Morgan and Paul S. Wise also served as WRA Funds Trustee Emeritus until their passing in December 2019 and October 2019, respectively.
The fees paid to each WRA Funds Trustee Emeritus are allocated among the funds that were in existence at the time the WRA Funds Trustee Emeritus was elected to that status, based on each fund’s net assets at that time. As a result of transactions by which certain Ivy Funds assumed the assets and liabilities of corresponding predecessor WRA Funds, such payments are the responsibility of the corresponding successor Funds.
The following table shows the total fees paid, as well as the portion of those fees paid by the Trust to the current WRA Funds Trustee Emeritus, for the fiscal year ended March 31, 2020:
Director Emeritus | Total Compensation from the Trust | Total Compensation from the Fund Complex | ||
Jarold W. Boettcher | $167,836 | $200,000 | ||
John A. Dillingham | 142,008 | 170,000 | ||
Albert W. Herman | 85,759 | 127,500 | ||
William T. Morgan | 37,572 | 43,500 | ||
Frederick Vogel III | 60,440 | 78,500 | ||
Paul S. Wise | 32,535 | 36,000 |
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APPENDIX H
Form of Proposed New Investment Advisory Agreement
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between [•], a [•] statutory trust (the “Trust”), on behalf of each series of shares of beneficial interest of the Trust that is listed on Exhibit A to this Agreement, as that Exhibit may be amended from time to time (each such series of shares is hereinafter referred to as a “Fund” and, together with other series of shares listed on such Exhibit, the “Funds”), and DELAWARE MANAGEMENT COMPANY, a series of Macquarie Investment Management Business Trust, a Delaware statutory trust (the “Investment Manager”).
WITNESSETH:
WHEREAS, the Trust has been organized and operates as an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, each Fund engages in the business of investing and reinvesting its assets in securities;
WHEREAS, the Investment Manager is registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), as an investment adviser and engages in the business of providing investment management services; and
WHEREAS, the Trust, on behalf of each Fund, and the Investment Manager desire to enter into this Agreement so that the Investment Manager may provide investment management services to each Fund.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and each of the parties hereto intending to be legally bound, it is agreed as follows:
1. The Trust hereby employs the Investment Manager to manage the investment and reinvestment of each Fund’s assets and to administer its affairs, subject to the direction of the Trust’s Board of Trustees and officers for the period and on the terms hereinafter set forth. The Investment Manager hereby accepts such employment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. The Investment Manager shall for all purposes herein be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or represent the Trust or the Funds in any way, or in any way be deemed an agent of the Trust or the Funds. The Investment Manager shall regularly make decisions as to what securities and other instruments to purchase and sell on behalf of each Fund and shall effect the purchase and sale of such investments in furtherance of each Fund’s investment objectives and policies and shall furnish the Board of Trustees of the Trust with such information and reports regarding each Fund’s investments as the Investment Manager deems appropriate or as the Trustees of the Trust may reasonably request. Such decisions and services shall include exercising discretion regarding any voting rights, rights to consent to corporate actions and any other rights pertaining to each Fund’s investment securities.
2. The Trust shall conduct its own business and affairs and shall bear the expenses and salaries necessary and incidental thereto, including, but not in limitation of the foregoing, the costs incurred in: the maintenance of its corporate existence; the maintenance of its own books, records and procedures; dealing with its own shareholders; the payment of dividends; transfer of shares, including issuance, redemption and repurchase of shares; preparation of share certificates; reports and notices to shareholders; calling and holding of shareholders’ and trustees’ meetings; miscellaneous office expenses; brokerage commissions; custodian fees; legal, auditing, fund accounting, and financial administration fees; taxes; federal and state registration fees; and other costs and expenses approved by the Board of Trustees. Trustees, officers and employees of the Investment Manager may be directors, trustees, officers and employees of any of the investment companies within the Delaware Investments family of funds (including the Trust). Trustees, officers and employees of the Investment Manager who are directors, trustees, officers and/or employees of these investment companies shall not receive any compensation from such companies for acting in such dual capacity.
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In the conduct of the respective businesses of the parties hereto and in the performance of this Agreement, the Trust and Investment Manager may share facilities common to each, which may include legal and accounting personnel, with appropriate proration of expenses between them.
3. (a) Subject to the primary objective of obtaining the best execution, the Investment Manager may place orders for the purchase and sale of portfolio securities and other instruments with such broker/dealers selected by the Investment Manager who provide statistical, factual and financial information and services to the Trust, to the Investment Manager, to any sub-adviser (as defined in Paragraph 5 hereof, a “Sub-Adviser”) or to any other fund or account for which the Investment Manager or any Sub-Adviser provides investment advisory services and/or with broker/dealers who sell shares of the Trust or who sell shares of any other investment company (or series thereof) for which the Investment Manager or any Sub-Adviser provides investment advisory services. Broker/dealers who sell shares of any investment companies or series thereof for which the Investment Manager or Sub-Adviser provides investment advisory services shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the rules of the Securities and Exchange Commission (the “SEC”) and Financial Industry Regulatory Authority, Inc. (“FINRA”) and does not take into account such broker/dealer’s promotion or sale of such shares.
(b) Notwithstanding the provisions of subparagraph (a) above and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Trust, the Investment Manager may cause a Fund to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Investment Manager has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Investment Manager’s overall responsibilities with respect to the Trust and to other investment companies (or series thereof) and other advisory accounts for which the Investment Manager exercises investment discretion.
4. As compensation for the investment services to be rendered to a particular Fund by the Investment Manager under the provisions of this Agreement, the Trust shall pay monthly to the Investment Manager exclusively from that Fund’s assets, a fee based on the average daily net assets of that Fund during the month. Such fee shall be calculated in accordance with the fee schedule applicable to that Fund as set forth in Exhibit A hereto.
If this Agreement is terminated prior to the end of any calendar month with respect to a particular Fund, the management fee for such Fund shall be prorated for the portion of any month in which this Agreement is in effect with respect to such Fund according to the proportion which the number of calendar days during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within 10 calendar days after the date of termination.
5. The Investment Manager may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (“Sub-Advisers”) to perform some or all of the services for a Fund for which it is responsible under this Agreement. The Investment Manager will compensate any Sub-Adviser for its services to the Fund. The Investment Manager may terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if required, is obtained. The Investment Manager will continue to have responsibility for all advisory services furnished by any Sub-Adviser.
6. The services to be rendered by the Investment Manager to the Trust under the provisions of this Agreement are not to be deemed to be exclusive. The Investment Manager, its trustees, officers, employees, agents and shareholders may engage in other businesses, may render investment advisory services to other investment companies, or to any other corporation, association, firm or individual, and may render underwriting services to the Trust or to any other investment company, corporation, association, firm or individual, so long as the Investment Manager’s other activities do not impair its ability to render the services provided for in this Agreement.
7. It is understood and agreed that so long as the Investment Manager and/or its advisory affiliates shall continue to serve as the Trust’s investment adviser, other investment companies as may be sponsored or advised by the Investment Manager or its affiliates may have the right permanently to adopt and to use the words “Delaware,”
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“Delaware Investments” or “Delaware Group” in their names and in the names of any series or class of shares of such funds.
8. In the absence of willful misfeasance, bad faith, gross negligence, or a reckless disregard of the performance of its duties as the Investment Manager to the Trust, the Investment Manager shall not be subject to liability to the Trust or to any shareholder of the Trust for any action or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security, or otherwise.
9. (a) This Agreement shall be executed and become effective as of the date written below, and shall become effective with respect to a particular Fund as of the effective date set forth in Exhibit A for that Fund, only if approved by the vote of a majority of the outstanding voting securities of that Fund. It shall continue in effect for an initial period of two years for each Fund and may be renewed thereafter only so long as such renewal and continuance is specifically approved at least annually by the Board of Trustees or by the vote of a majority of the outstanding voting securities of that Fund and only if the terms and the renewal hereof have been approved by the vote of a majority of the Trustees of the Trust who are not parties hereto or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval.
(b) This Agreement (and Exhibit A hereto) may be amended without the approval of a majority of the outstanding voting securities of the Fund if the amendment relates solely to a management fee reduction or other change that is permitted or not prohibited under then current federal law, rule, regulation or SEC staff interpretation thereof to be made without shareholder approval. This Agreement may be amended from time to time pursuant to a written agreement executed by the Trust, on behalf of the applicable Fund, and the Investment Manager.
(c) This Agreement may be terminated as to any Fund by the Trust at any time, without the payment of a penalty, on sixty days’ written notice to the Investment Manager of the Trust’s intention to do so, pursuant to action by the Board of Trustees of the Trust or pursuant to the vote of a majority of the outstanding voting securities of the affected Fund. The Investment Manager may terminate this Agreement at any time, without the payment of a penalty, on sixty days’ written notice to the Trust of its intention to do so. Upon termination of this Agreement, the obligations of all the parties hereunder shall cease and terminate as of the date of such termination, except for any obligation to respond for a breach of this Agreement committed prior to such termination, and except for the obligation of the Trust to pay to the Investment Manager the fee provided in Paragraph 4 hereof, prorated to the date of termination. This Agreement shall automatically terminate in the event of its assignment.
10. This Agreement shall extend to and bind the administrators, successors and permitted assigns of the parties hereto.
11. For the purposes of this Agreement, (i) the terms “vote of a majority of the outstanding voting securities”; “interested persons”; and “assignment” shall have the meaning ascribed to them in the 1940 Act, and (ii) references to the SEC and FINRA shall be deemed to include any successor regulators.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officers as of the [•] day of [•], [•].
DELAWARE MANAGEMENT COMPANY, a series of Macquarie Investment Management Business Trust | |
By: | /s/ |
Name: | |
Title: | |
[•], | |
on behalf of the Funds listed on Exhibit A | |
By: | /s/ |
Name: | |
Title: |
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EXHIBIT A
THIS EXHIBIT to the Investment Management Agreement between [•] and DELAWARE MANAGEMENT COMPANY, a series of Macquarie Investment Management Business Trust (the “Investment Manager”), entered into as of the [•] day of [•], [•] (the “Agreement”) lists the Funds for which the Investment Manager provides investment management services pursuant to this Agreement, along with the management fee rate schedule for each Fund and the date on which the Agreement became effective for each Fund.
Fund Name | Effective Date | Management Fee Schedule (as a percentage of average daily net assets) Annual Rate | |
Ivy Accumulative 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 Apollo Multi-Asset 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 | 0.61% of net assets | ||
In excess of $3 billion | 0.58% of net assets | ||
Ivy Apollo Strategic Income Fund | [•][•],[•] | Net Assets | Fee |
Up to $1 billion | 0.68% of net assets | ||
Over $1 billion and up to $2 billion | 0.62% of net assets | ||
Over $2 billion and up to $3 billion | 0.58% of net assets | ||
In excess of $3 billion | 0.57% of net assets | ||
Ivy 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 and up to $28 billion | 0.55% of net assets | ||
Over $28 billion and up to $53 billion | 0.545% of net assets | ||
In excess of $53 billion | 0.54% of net assets | ||
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 and up to $5 billion | 0.55% of net assets | ||
Over $5 billion and up to $10 billion | 0.54% of net assets | ||
In excess of $10 billion | 0.53% of net assets | ||
Ivy California Municipal High Income 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 and up to $5 billion | 0.40% of net assets | ||
Over $5 billion and up to $10 billion | 0.395% of net assets | ||
Over $10 billion and up to $15 billion | 0.39% of net assets | ||
In excess of $15 billion | 0.385% of net assets | ||
Ivy Cash Management Fund | [•][•],[•] | Net Assets | Fee |
Up to $1 billion | 0.35% of net assets | ||
Over $1 billion | 0.30% of net assets | ||
Ivy 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 and up to $10 billion | 0.50% of net assets | ||
In excess of $10 billion | 0.49% of net assets | ||
Ivy Corporate Bond Fund | [•][•],[•] | Net Assets | Fee |
Up to $1 billion | 0.475% 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 |
H-4
Fund Name | Effective Date | Management Fee Schedule (as a percentage of average daily net assets) Annual Rate | |
Ivy Crossover Credit 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 $2.5 billion | 0.425% of net assets | ||
Over $2.5 billion and up to $5 billion | 0.40% of net assets | ||
In excess of $5 billion | 0.375% | ||
Ivy Emerging Markets Equity 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 and up to $5 billion | 0.76% of net assets | ||
Over $5 billion and up to $10 billion | 0.755% of net assets | ||
In excess of $10 billion | 0.75% of net assets | ||
Ivy 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 and up to $5 billion | 0.76% of net assets | ||
Over $5 billion and up to $10 billion | 0.75% of net assets | ||
In excess of $10 billion | 0.74% of net assets | ||
Ivy Global Bond 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 and up to $5 billion | 0.50% of net assets | ||
Over $5 billion and up to $10 billion | 0.49% of net assets | ||
In excess of $10 billion | 0.48% of net assets | ||
Ivy Global Equity 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 and up to $5 billion | 0.55% of net assets | ||
Over $5 billion and up to $10 billion | 0.545% of net assets | ||
In excess of $10 billion | 0.54% of net assets | ||
Ivy Global 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 and up to $5 billion | 0.70% of net assets | ||
Over $5 billion and up to $10 billion | 0.695% of net assets | ||
In excess of $10 billion | 0.69% of net assets | ||
Ivy Government Money Market Fund | [•][•],[•] | Net Assets | Fee |
Up to $1 billion | 0.35% of net assets | ||
In excess of $1 billion | 0.30% of net assets | ||
Ivy Government 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 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 and up to $10 billion | 0.50% of net assets | ||
Over $10 billion and up to $20 billion | 0.49% of net assets | ||
In excess of $20 billion | 0.48% of net assets | ||
Ivy International Small Cap Fund | [•][•],[•] | Net Assets | Fee |
Up to $1 billion | 1.00% of net assets | ||
Over $1 billion and up to $2 billion | 0.95% of net assets | ||
Over $2 billion and up to $5 billion | 0.90% of net assets | ||
In excess of $5 billion | 0.85% of net assets |
H-5
Fund Name | Effective Date | Management Fee Schedule (as a percentage of average daily net assets) Annual Rate | |
Ivy International Core Equity 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 and up to $5 billion | 0.70% of net assets | ||
Over $5 billion and up to $10 billion | 0.69% of net assets | ||
In excess of $10 billion | 0.68% of net assets | ||
Ivy 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 and up to $5 billion | 0.55% of net assets | ||
Over $5 billion and up to $10 billion | 0.545% of net assets | ||
In excess of $10 billion | 0.54% of net assets | ||
Ivy LaSalle Global Real Estate Fund | [•][•],[•] | Net Assets | Fee |
Up to $1 billion | 0.95% of net assets | ||
Over $1 billion and up to $2 billion | 0.92% of net assets | ||
Over $2 billion and up to $3 billion | 0.87% of net assets | ||
Over $3 billion and up to $5 billion | 0.84% of net assets | ||
Over $5 billion and up to $10 billion | 0.82% of net assets | ||
In excess of $10 billion | 0.80% of net assets | ||
Ivy 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 and up to $5 billion | 0.35% of net assets | ||
Over $5 billion and up to $10 billion | 0.34% of net assets | ||
In excess of $10 billion | 0.33% 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. | |
Ivy 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 and up to $5 billion | 0.76% of net assets | ||
Over $5 billion and up to $10 billion | 0.73% of net assets | ||
Over $10 billion and up to $15 billion | 0.70% of net assets | ||
In excess of $15 billion | 0.67% of net assets | ||
Ivy Mid Cap Income Opportunities 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 and up to $5 billion | 0.76% of net assets | ||
Over $5 billion and up to $10 billion | 0.73% of net assets | ||
Over $10 billion and up to $15 billion | 0.70% of net assets | ||
In excess of $15 billion | 0.67% of net assets | ||
Ivy 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 and up to $5 billion | 0.40% of net assets | ||
Over $5 billion and up to $10 billion | 0.395% of net assets | ||
Over $10 billion and up to $15 billion | 0.39% of net assets | ||
In excess of $15 billion | 0.385% of net assets | ||
Ivy Municipal High Income 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 and up to $5 billion | 0.40% of net assets | ||
Over $5 billion and up to $10 billion | 0.395% of net assets | ||
Over $10 billion and up to $15 billion | 0.39% of net assets | ||
In excess of $15 billion | 0.385% of net assets |
H-6
Fund Name | Effective Date | Management Fee Schedule (as a percentage of average daily net assets) Annual Rate | |
Ivy Natural Resources 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 and up to $5 billion | 0.76% of net assets | ||
Over $5 billion and up to $10 billion | 0.73% of net assets | ||
In excess of $10 billion | 0.70% of net assets | ||
Ivy Pictet Emerging Markets Local Currency Debt Fund | [•][•],[•] | Net Assets | Fee |
Up to $1 billion | 0.75% of net assets | ||
Over $1 billion and up to $2 billion | 0.725% of net assets | ||
Over $2 billion and up to $5 billion | 0.70% of net assets | ||
Over $5 billion and up to $10 billion | 0.675% of net assets | ||
In excess of $10 billion | 0.65% of net assets | ||
Ivy Pictet Targeted Return Bond Fund | [•][•],[•] | Net Assets | Fee |
Up to $1 billion | 0.90% of net assets | ||
Over $1 billion and up to $2 billion | 0.85% of net assets | ||
Over $2 billion and up to $5 billion | 0.80% of net assets | ||
In excess of $5 billion | 0.75% of net assets | ||
Ivy PineBridge High Yield 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 and up to $10 billion | 0.50% of net assets | ||
Over $10 billion and up to $20 billion | 0.49% of net assets | ||
Over $20 billion | 0.48% of net assets | ||
Ivy ProShares Interest Rate Hedged High Yield Index Fund | [•][•],[•] | Net Assets | Fee |
Up to $1 billion | 0.50% of net assets | ||
Over $1 billion and up to $2 billion | 0.48% of net assets | ||
Over $2 billion and up to $5 billion | 0.46% of net assets | ||
In excess of $5 billion | 0.45% of net assets | ||
Ivy ProShares MSCI ACWI Index Fund | [•][•],[•] | Net Assets | Fee |
Up to $1 billion | 0.45% of net assets | ||
Over $1 billion and up to $2 billion | 0.43% of net assets | ||
Over $2 billion and up to $5 billion | 0.41% of net assets | ||
In excess of $5 billion | 0.40% of net assets | ||
Ivy ProShares Russell 2000 Dividend Growers Index Fund | [•][•],[•] | Net Assets | Fee |
Up to $1 billion | 0.40% of net assets | ||
Over $1 billion and up to $2 billion | 0.38% of net assets | ||
Over $2 billion and up to $5 billion | 0.36% of net assets | ||
In excess of $5 billion | 0.35% of net assets | ||
Ivy ProShares S&P 500 Bond Index Fund | [•][•],[•] | Net Assets | Fee |
Up to $1 billion | 0.20% of net assets | ||
Over $1 billion and up to $2 billion | 0.18% of net assets | ||
Over $2 billion and up to $5 billion | 0.16% of net assets | ||
In excess of $5 billion | 0.15% of net assets | ||
Ivy ProShares S&P 500 Dividend Aristocrats Index Fund | [•][•],[•] | Net Assets | Fee |
Up to $1 billion | 0.35% of net assets | ||
Over $1 billion and up to $2 billion | 0.33% of net assets | ||
Over $2 billion and up to $5 billion | 0.31% of net assets | ||
In excess of $5 billion | 0.30% of net assets | ||
Ivy Pzena International Value 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 and up to $5 billion | 0.76% of net assets | ||
Over $5 billion and up to $10 billion | 0.73% of net assets | ||
In excess of $10 billion | 0.70% of net assets | ||
Ivy 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 and up to $8 billion | 0.76% of net assets | ||
Over $8 billion and up to $13 billion | 0.755% of net assets | ||
In excess of $13 billion | 0.75% of net assets |
H-7
Fund Name | Effective Date | Management Fee Schedule (as a percentage of average daily net assets) Annual Rate | |
Ivy Securian Core 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 and up to $5 billion | 0.40% of net assets | ||
Over $5 billion and up to $10 billion | 0.395% of net assets | ||
In excess of $10 billion | 0.39% of net assets | ||
Ivy Securian 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 and up to $5 billion | 0.80% of net assets | ||
Over $5 billion and up to $10 billion | 0.76% of net assets | ||
In excess of $10 billion | 0.72% of net assets | ||
Ivy Small Cap Core 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 and up to $5 billion | 0.76% of net assets | ||
Over $5 billion and up to $10 billion | 0.73% of net assets | ||
In excess of $10 billion | 0.72% of net assets | ||
Ivy 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 and up to $5 billion | 0.76% of net assets | ||
Over $5 billion and up to $10 billion | 0.73% of net assets | ||
In excess of $10 billion | 0.72% 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 and up to $5 billion | 0.55% of net assets | ||
Over $5 billion and up to $10 billion | 0.545% of net assets | ||
In excess of $10 billion | 0.54% of net assets | ||
Ivy Wilshire Global Allocation Fund | [•][•],[•] | Predecessor Strategy | |
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 | ||
Successor Strategy | |||
Net Assets | Fee | ||
Up to $500 million | 0.06% of net assets | ||
Over $500 million and up to $1 billion | 0.05% of net assets | ||
Over $1 billion and up to $2 billion | 0.04% of net assets | ||
Over $2 billion | 0.03% of net assets | ||
Ivy VIP 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% | ||
Ivy VIP 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% | ||
Ivy VIP 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% |
H-8
Fund Name | Effective Date | Management Fee Schedule (as a percentage of average daily net assets) Annual Rate | |
Ivy VIP Corporate 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% | ||
Ivy VIP 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% | ||
Ivy VIP Global Bond | [•][•],[•] | 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% | ||
Ivy VIP Global Equity Income | [•][•],[•] | 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% | ||
Ivy VIP Global 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% | ||
Ivy VIP Government Money Market | [•][•],[•] | Net Assets | Fee |
Up to $1 billion | 0.35% | ||
Over $1 billion | 0.30% | ||
Ivy VIP 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% | ||
Ivy VIP 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% | ||
Ivy VIP Limited-Term Bond | [•][•],[•] | Net Assets | Fee |
Up to $500 million | 0.50% | ||
Over $500 million and up to $1 billion | 0.45% | ||
Over $1 billion and up to $1.5 billion | 0.40% | ||
Over $1.5 billion | 0.35% | ||
Ivy VIP 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% | ||
Ivy VIP Science and 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% | ||
Ivy VIP 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% | ||
Ivy VIP 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% | ||
Ivy VIP Pathfinder Aggressive | [•][•],[•] | Net Assets | Fee |
All net assets | 0.00% |
H-9
Fund Name | Effective Date | Management Fee Schedule (as a percentage of average daily net assets) Annual Rate | |
Ivy VIP Pathfinder Moderately Aggressive | [•][•],[•] | Net Assets | Fee |
All net assets | 0.00% | ||
Ivy VIP Pathfinder Moderate | [•][•],[•] | Net Assets | Fee |
All net assets | 0.00% | ||
Ivy VIP Pathfinder Moderately Conservative | [•][•],[•] | Net Assets | Fee |
All net assets | 0.00% | ||
Ivy VIP Pathfinder Conservative | [•][•],[•] | Net Assets | Fee |
All net assets | 0.00% | ||
Ivy VIP International Core Equity | [•][•],[•] | 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% | ||
Ivy VIP Natural Resources | [•][•],[•] | 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 and up to $5 billion | 0.76% | ||
Over $5 billion and up to $10 billion | 0.73% | ||
Over $10 billion | 0.70% | ||
Ivy VIP Pathfinder Moderate – Managed Volatility | [•][•],[•] | Net Assets | Fee |
Up $500 million | 0.20% | ||
Over $500 million and up to $1 billion | 0.17% | ||
Over $1 billion | 0.15% | ||
Ivy VIP Pathfinder Moderately Aggressive – Managed Volatility | [•][•],[•] | Net Assets | Fee |
Up $500 million | 0.20% | ||
Over $500 million and up to $1 billion | 0.17% | ||
Over $1 billion | 0.15% | ||
Ivy VIP Pathfinder Moderately Conservative – Managed Volatility | [•][•],[•] | Net Assets | Fee |
Up $500 million | 0.20% | ||
Over $500 million and up to $1 billion | 0.17% | ||
Over $1 billion | 0.15% | ||
Ivy VIP Securian Real Estate Securities | [•][•],[•] | Net Assets | Fee |
Up to $1 billion | 0.90% | ||
Over $1 billion and up to $2 billion | 0.87% | ||
Over $2 billion and up to $3 billion | 0.84% | ||
Over $3 billion | 0.80% | ||
Ivy VIP Small Cap Core | [•][•],[•] | 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% | ||
InvestEd 90 Portfolio | [•][•],[•] | Delaware Management Company will not receive, and will not have any right to, reimbursement from any Fund of Management Fees pursuant to this Investment Management Agreement. | |
InvestEd 80 Portfolio | [•][•],[•] | Delaware Management Company will not receive, and will not have any right to, reimbursement from any Fund of Management Fees pursuant to this Investment Management Agreement. | |
InvestEd 70 Portfolio | [•][•],[•] | Delaware Management Company will not receive, and will not have any right to, reimbursement from any Fund of Management Fees pursuant to this Investment Management Agreement. | |
InvestEd 60 Portfolio | [•][•],[•] | Delaware Management Company will not receive, and will not have any right to, reimbursement from any Fund of Management Fees pursuant to this Investment Management Agreement. | |
InvestEd 50 Portfolio | [•][•],[•] | Delaware Management Company will not receive, and will not have any right to, reimbursement from any Fund of Management Fees pursuant to this Investment Management Agreement. | |
InvestEd 40 Portfolio | [•][•],[•] | Delaware Management Company will not receive, and will not have any right to, reimbursement from any Fund of Management Fees pursuant to this Investment Management Agreement. | |
InvestEd 30 Portfolio | [•][•],[•] | Delaware Management Company will not receive, and will not have any right to, reimbursement from any Fund of Management Fees pursuant to this Investment Management Agreement. | |
InvestEd 20 Portfolio | [•][•],[•] | Delaware Management Company will not receive, and will not have any right to, reimbursement from any Fund of Management Fees pursuant to this Investment Management Agreement. |
H-10
Fund Name | Effective Date | Management Fee Schedule (as a percentage of average daily net assets) Annual Rate |
InvestEd 10 Portfolio | [•][•],[•] | Delaware Management Company will not receive, and will not have any right to, reimbursement from any Fund of Management Fees pursuant to this Investment Management Agreement. |
InvestEd 0 Portfolio | [•][•],[•] | Delaware Management Company will not receive, and will not have any right to, reimbursement from any Fund of Management Fees pursuant to this Investment Management Agreement. |
H-11
APPENDIX I
Ownership Structure of DMC and DMC’s Executive Officers and Directors
Delaware Management Company (“DMC”) is one of six series of Macquarie Investment Management Business Trust (“MIMBT”), a Delaware statutory trust. MIMBT is a wholly-owned subsidiary of Delaware Investments Management Company, LLC, which is a wholly-owned subsidiary of Macquarie Management Holdings, Inc., which is a wholly-owned subsidiary of Macquarie Affiliated Managers (USA) Inc., which is a wholly-owned subsidiary of Macquarie Affiliated Managers Holdings (USA) Inc., which is a wholly-owned subsidiary of Macquarie FG Holdings Inc., which is a wholly-owned subsidiary of Macquarie Asset Management US Holdings Pty Limited, which is a wholly-owned subsidiary of Macquarie Asset Management Holdings Pty Limited, which is a wholly-owned subsidiary of Macquarie Group Limited (“Macquarie Group”), the ultimate parent company of MIMBT.
Effective September 15, 2020, the principal executive officers and directors of MIMBT were as follows:
Name | Position |
Brian Lawrence Murray | SVP, Global Chief Compliance Officer |
David Forrester Connor | SVP, General Counsel, Secretary |
Shawn Keith Lytle | Chief Executive Officer, President, Trustee |
Roger Allen Early | EVP |
Richard Salus | SVP |
Stephen Hoban | Chief Financial Officer |
John Leonard | EVP Global Chair of Equities |
David Brenner | SVP Chief Administration Officer |
Brett Lewthwaite | EVP, Chief Investment Officer |
The principal business address of MIMBT and the foregoing individuals is 610 Market Street, Philadelphia, PA 19106.
The principal business address of MIMBT’s parent companies are as follows:
Name | Address |
Delaware Investments Management Company, LLC | 100 Independence, 610 Market Street, Philadelphia, PA 19106 |
Macquarie Management Holdings, Inc. | 100 Independence, 610 Market Street, Philadelphia, PA 19106 |
Macquarie Affiliated Managers (USA) Inc. | 125 West 55th Street, New York, NY 10019 |
Macquarie Affiliated Managers Holdings (USA) Inc. | 125 West 55th Street, New York, NY 10019 |
Macquarie FG Holdings Inc. | 125 West 55th Street, New York, NY 10019 |
Macquarie Equities (US) Holdings Pty Limited | 125 West 55th Street, New York, NY 10019 |
Macquarie Group (US) Holdings No. 1 Pty Limited | Level 6, 50 Martin Place, Sydney, New South Wales, 2000Australia |
Macquarie Corporate International Holdings Pty Limited | Level 6, 50 Martin Place, Sydney, New South Wales, 2000Australia |
Macquarie Corporate Holdings Pty Limited | Level 6, 50 Martin Place, Sydney, New South Wales, 2000Australia |
Macquarie Financial Holdings Pty Limited | Level 6, 50 Martin Place, Sydney, New South Wales, 2000Australia |
Macquarie Group Limited | Level 6, 50 Martin Place, Sydney NSW 2000, Australia |
I-1
APPENDIX J
Information Regarding DMC’s Other Investment Company Clients
The following table sets forth information regarding other registered investment companies or series thereof (other than the Trusts and the Funds) managed in all or in part by DMC.
DMC-Managed Fund | Effective Fee Rate based on Net Assets as of November 30, 2020 | Net Assets as of November 30, 2020 ($) | DMC has contractually agreed to waive all or a portion of its investment advisory fees and/or pay/reimburse expenses to cap total expenses at a specified amount as of September 30, 2020 (Yes/No)* |
Delaware Strategic Allocation Fund | 0.65% | 244,334,947 | Yes |
Delaware Total Return Fund | 0.65% | 553,824,002 | Yes |
Delaware Wealth Builder Fund | 0.65% | 400,058,404 | Yes |
Delaware Floating Rate Fund | 0.50% | 115,018,714 | Yes |
Delaware Floating Rate II Fund | 0.50% | 55,480,503 | Yes |
Delaware Corporate Bond Fund | 0.48% | 1,220,657,567 | Yes |
Delaware Investment Grade Fund | 0.50% | 259,914,362 | Yes |
Delaware Emerging Markets Fund | 1.14% | 5,728,643,403 | Yes |
Delaware Emerging Markets Debt Corporate Fund | 0.75% | 69,318,013 | Yes |
Delaware International Fund | 0.85% | 287,558,394 | Yes |
Delaware International Value Equity Fund | 0.85% | 318,977,155 | Yes |
Delaware International Small Cap Fund | 0.85% | 115,046,067 | Yes |
Delaware Healthcare Fund | 0.82% | 1,228,928,452 | No |
Delaware Fund for Income | 0.65% | 429,963,422 | Yes |
Delaware High-Yield Opportunities Fund | 0.65% | 171,866,183 | Yes |
Delaware National High-Yield Municipal Bond Fund | 0.51% | 1,425,828,921 | Yes |
Delaware Diversified Income Fund | 0.46% | 3,696,373,172 | Yes |
Delaware Growth Equity Fund | 0.65% | 611,749,531 | Yes |
Delaware Select Growth Fund | 0.75% | 364,694,260 | Yes |
Delaware U.S. Growth Fund | 0.57% | 2,729,434,114 | Yes |
Delaware Covered Call Strategy Fund | 0.80% | 155,825,078 | Yes |
Delaware Equity Income Fund | 0.65% | 315,948,893 | Yes |
Delaware Growth and Income Fund | 0.60% | 1,083,139,391 | Yes |
Delaware Value Fund | 0.51% | 10,440,029,289 | No |
Delaware Smid Cap Growth Fund | 0.69% | 4,398,608,538 | No |
Delaware Mid Cap Value Fund | 0.75% | 78,179,497 | Yes |
Delaware Opportunity Fund | 0.75% | 666,357,390 | Yes |
Delaware Extended Duration Bond Fund | 0.54% | 580,671,111 | Yes |
Delaware Strategic Income Fund | 0.55% | 44,989,849 | Yes |
Delaware Strategic Income II Fund | 0.55% | 94,260,607 | Yes |
Delaware Tax-Free California Fund | 0.55% | 84,660,163 | Yes |
Delaware Minnesota High-Yield Municipal Bond Fund | 0.55% | 202,510,630 | Yes |
Delaware Tax-Free Minnesota Fund | 0.54% | 585,498,302 | Yes |
J-1
DMC-Managed Fund | Effective Fee Rate based on Net Assets as of November 30, 2020 | Net Assets as of November 30, 2020 ($) | DMC has contractually agreed to waive all or a portion of its investment advisory fees and/or pay/reimburse expenses to cap total expenses at a specified amount as of September 30, 2020 (Yes/No)* |
Delaware Tax-Free Minnesota Intermediate Fund | 0.50% | 89,526,928 | Yes |
Delaware Tax-Free USA Intermediate Fund | 0.50% | 590,019,535 | Yes |
Delaware Tax-Free USA Fund | 0.55% | 632,761,536 | Yes |
Delaware Tax-Free New Jersey Fund | 0.55% | 30,988,345 | Yes |
Delaware Tax-Free New York Fund | 0.55% | 89,460,750 | Yes |
Delaware Tax-Free Pennsylvania Fund | 0.55% | 441,565,075 | Yes |
Delaware Tax-Free Arizona Fund | 0.50% | 81,404,165 | Yes |
Delaware Tax-Free Colorado Fund | 0.55% | 225,123,732 | Yes |
Delaware Tax-Free Idaho Fund | 0.55% | 110,033,958 | Yes |
Delaware Tax-Free Oregon Fund | 0.55% | 42,033,615 | Yes |
Delaware Hedged U.S. Equity Opportunities Fund | 1.15% | 75,974,073 | Yes |
Delaware Premium Income Fund | 0.80% | 60,285,678 | Yes |
Delaware Limited Duration Bond Fund | 0.50% | 171,444,091 | Yes |
Delaware Limited-Term Diversified Income Fund | 0.50% | 447,187,074 | Yes |
Delaware Small Cap Core Fund | 0.65% | 5,939,522,299 | No |
Delaware Small Cap Growth Fund | 0.75% | 114,983,867 | Yes |
Delaware Small Cap Value Fund | 0.65% | 4,684,380,657 | No |
Delaware Special Situations Fund | 0.75% | 321,364,775 | Yes |
Delaware Investments Ultrashort Fund | 0.30% | 90,492,257 | Yes |
Delaware Global Listed Real Assets Fund | 0.75% | 105,259,276 | Yes |
Delaware International Opportunities Bond Fund | 0.75% | 26,109,521 | Yes |
Delaware Global Equity Fund | 0.85% | 285,941,356 | Yes |
Delaware VIP Total Return Series | 0.65% | 52,952,954 | Yes |
Delaware VIP Investment Grade Series | 0.50% | 59,846,034 | Yes |
Delaware VIP Emerging Markets Series | 1.24% | 658,361,437 | Yes |
Delaware VIP International Series | 0.85% | 156,466,235 | Yes |
Delaware VIP Fund for Income Series | 0.65% | 97,067,023 | Yes |
Delaware VIP High Yield Series | 0.65% | 193,404,725 | Yes |
Delaware VIP Diversified Income Series | 0.58% | 2,682,671,397 | Yes |
Delaware VIP Growth Equity Series | 0.65% | 100,917,959 | Yes |
Delaware VIP U.S. Growth Series | 0.65% | 428,912,956 | No |
Delaware VIP Equity Income Series | 0.65% | 109,993,147 | Yes |
Delaware VIP Growth and Income Series | 0.65% | 452,598,878 | Yes |
Delaware VIP Value Series | 0.63% | 762,312,339 | No |
Delaware VIP Opportunity Series | 0.75% | 82,120,851 | Yes |
Delaware VIP Smid Cap Core Series | 0.74% | 619,438,677 | No |
Delaware VIP REIT Series | 0.75% | 377,561,427 | Yes |
Delaware VIP Limited Duration Bond Series | 0.50% | 29,871,724 | Yes |
Delaware VIP Limited-Term Diversified Income Series | 0.48% | 1,388,935,388 | Yes |
Delaware VIP Small Cap Value Series | 0.71% | 1,234,821,322 | No |
Delaware VIP Special Situations Series | 0.75% | 204,074,734 | Yes |
J-2
DMC-Managed Fund | Effective Fee Rate based on Net Assets as of November 30, 2020 | Net Assets as of November 30, 2020 ($) | DMC has contractually agreed to waive all or a portion of its investment advisory fees and/or pay/reimburse expenses to cap total expenses at a specified amount as of September 30, 2020 (Yes/No)* |
Delaware Enhanced Global Dividend & Income Fund | 0.95% | 124,876,294 | No |
Delaware Investments Dividend & Income Fund, Inc. | 0.55% | 73,575,681 | No |
Delaware Investments Colorado Municipal Income Fund, Inc. | 0.40% | 73,862,517 | No |
Delaware Investments National Municipal Income Fund | 0.40% | 66,432,258 | No |
Delaware Investments Minnesota Municipal Income Fund II, Inc. | 0.40% | 171,769,276 | No |
* | For these Funds, DMC has contractually agreed to waive all or a portion of its investment advisory fees and/or pay/reimburse expenses to cap total expenses at a specified amount as disclosed in each Fund’s current prospectus and/or SAI. |
J-3
APPENDIX K
Fees Paid to IICO and its Affiliates
The following table provides the fees paid by each Fund to IICO and IICO’s affiliates during its most recent fiscal year. All fees are shown net of any applicable waivers and reimbursements.
None of the following Trusts paid affiliated brokerage fees during the most recent fiscal year.
IVY FUNDS — FYE: March 31, 2020
Fund Name | FYE | Advisory Fee Paid to IICO** | Shareholder Servicing Fee Paid to WISC | Out-of-Pocket Expenses of WISC | Accounting and Administrative Services Fees Paid to WISC | Distribution and Service Fees Paid (or Accrued) to IDI* - Class A | Distribution and Service Fees Paid (or Accrued) to IDI* - Class B | Distribution and Service Fees Paid (or Accrued) to IDI* - Class C | Distribution and Service Fees Paid (or Accrued) to IDI* - Class E | Distribution and Service Fees Paid (or Accrued) to IDI* - Class R | Distribution and Service Fees Paid (or Accrued) to IDI* - Class Y |
Ivy Asset Strategy Fund | 3/31/20 | $ 18,978,586 | $ 2,291,333 | $ 2,823,511 | $ 274,761 | $ 3,483,288 | $ 343,545 | $ 5,003,742 | $ 92,164 | $ 202,116 | $ 344,912 |
Ivy Balanced Fund | 3/31/20 | $ 16,661,373 | $ 2,503,639 | $ 1,305,034 | $ 274,761 | $ 3,210,792 | $ 311,607 | $ 3,253,761 | $ 574 | $ 64,600 | $ 53,166 |
Ivy Core Equity Fund | 3/31/20 | $ 25,879,641 | $ 4,105,121 | $ 1,299,893 | $ 274,761 | $ 7,360,880 | $ 64,043 | $ 482,713 | $ 35,018 | $ 2,897 | $ 61,033 |
Ivy Emerging Markets Equity Fund | 3/31/20 | $ 15,859,734 | $ 716,377 | $ 753,146 | $ 278,473 | $ 788,086 | $ 14,523 | $ 625,464 | $ 748 | $ 65,286 | $ 103,788 |
Ivy Energy Fund | 3/31/20 | $ 2,248,285 | $ 85,319 | $ 202,876 | $ 102,559 | $ 243,372 | $ 7,099 | $ 186,656 | $ 207 | $ 70,950 | $ 31,061 |
Ivy Global Bond Fund | 3/31/20 | $ 2,946,682 | $ 16,693 | $ 107,779 | $ 141,731 | $ 497,896 | $ 8,134 | $ 72,996 | $ - | $ 3,436 | $ 2,289 |
Ivy Global Equity Income Fund | 3/31/20 | $ 5,277,536 | $ 945,895 | $ 360,415 | $ 210,492 | $ 894,578 | $ 36,143 | $ 164,991 | $ 13,163 | $ 3,365 | $ 17,008 |
Ivy Global Growth Fund | 3/31/20 | $ 7,977,979 | $ 1,140,747 | $ 380,725 | $ 236,384 | $ 1,135,752 | $ 7,361 | $ 76,682 | $ 433 | $ 6,208 | $ 10,120 |
Ivy Government Money Market Fund | 3/31/20 | $ 552,575 | $ 246,292 | $ 122,752 | $ 69,147 | $ - | $ 10,030 | $ 85,042 | $ - | $ - | $ - |
Ivy High Income Fund | 3/31/20 | $ 25,428,387 | $ 4,715,560 | $ 2,161,342 | $ 278,473 | $ 4,616,932 | $ 314,584 | $ 6,156,326 | $ 22,701 | $ 295,077 | $ 525,797 |
Ivy International Core Equity Fund | 3/31/20 | $ 35,511,594 | $ 921,577 | $ 974,348 | $ 278,473 | $ 1,263,382 | $ 24,294 | $ 1,292,436 | $ 17,931 | $ 476,811 | $ 817,440 |
Ivy Large Cap Growth Fund | 3/31/20 | $ 28,195,786 | $ 2,593,487 | $ 1,302,315 | $ 274,761 | $ 5,550,920 | $ 79,737 | $ 841,693 | $ 53,415 | $ 89,702 | $ 87,130 |
Ivy LaSalle Global Real Estate Fund | 3/31/20 | $ 1,226,674 | $ 38,706 | $ 21,584 | $ 69,790 | $ 42,539 | $ 7,861 | $ 40,272 | $ - | $ 26,332 | $ 13,011 |
Ivy Limited-Term Bond Fund | 3/31/20 | $ 5,420,307 | $ 1,282,168 | $ 346,444 | $ 274,761 | $ 941,504 | $ 24,357 | $ 371,614 | $ 13,422 | $ 2,649 | $ 16,581 |
Ivy Managed International Opportunities Fund | 3/31/20 | $ 76,816 | $ - | $ 44,096 | $ 44,067 | $ 154,265 | $ 2,533 | $ 20,380 | $ 1,282 | $ 3,117 | $ 774 |
Ivy Mid Cap Growth Fund | 3/31/20 | $ 37,182,326 | $ 2,204,286 | $ 1,273,814 | $ 274,761 | $ 4,243,554 | $ 117,358 | $ 1,944,992 | $ 32,568 | $ 308,950 | $ 701,805 |
Ivy Mid Cap Income Opportunities Fund | 3/31/20 | $ 6,002,890 | $ 173,400 | $ 176,796 | $ 211,218 | $ 382,133 | $ - | $ 190,522 | $ - | $ 17,300 | $ 42,039 |
Ivy Municipal Bond Fund | 3/31/20 | $ 4,132,387 | $ 352,425 | $ 89,514 | $ 216,927 | $ 1,177,756 | $ 9,294 | $ 177,307 | $ - | $ - | $ 1,256 |
Ivy Municipal High Income Fund | 3/31/20 | $ 5,930,309 | $ 403,623 | $ 250,570 | $ 267,336 | $ 1,652,385 | $ 46,098 | $ 950,499 | $ - | $ - | $ 15,855 |
Ivy Natural Resources Fund | 3/31/20 | $ 2,699,748 | $ 739,208 | $ 495,592 | $ 113,537 | $ 450,497 | $ 8,803 | $ 126,789 | $ 8,096 | $ 63,131 | $ 37,472 |
Ivy Pzena International Value Fund | 3/31/20 | $ 2,121,709 | $ 335,120 | $ 113,997 | $ 99,544 | $ 167,579 | $ 1,799 | $ 16,574 | $ - | $ 1,407 | $ 3,343 |
Ivy Science and Technology Fund | 3/31/20 | $ 60,828,604 | $ 7,155,849 | $ 3,126,100 | $ 274,761 | $ 10,499,624 | $ 324,757 | $ 5,223,081 | $ 99,510 | $ 656,006 | $ 1,082,007 |
Ivy Securian Core Bond Fund | 3/31/20 | $ 5,225,974 | $ 267,100 | $ 171,894 | $ 268,586 | $ 486,014 | $ 14,340 | $ 126,732 | $ 9,270 | $ 7,579 | $ 19,265 |
K-1
Fund Name | FYE | Advisory Fee Paid to IICO** | Shareholder Servicing Fee Paid to WISC | Out-of-Pocket Expenses of WISC | Accounting and Administrative Services Fees Paid to WISC | Distribution and Service Fees Paid (or Accrued) to IDI* - Class A | Distribution and Service Fees Paid (or Accrued) to IDI* - Class B | Distribution and Service Fees Paid (or Accrued) to IDI* - Class C | Distribution and Service Fees Paid (or Accrued) to IDI* - Class E | Distribution and Service Fees Paid (or Accrued) to IDI* - Class R | Distribution and Service Fees Paid (or Accrued) to IDI* - Class Y |
Ivy Securian Real Estate Securities Fund | 3/31/20 | $ 3,387,755 | $ 703,584 | $ 220,212 | $ 138,807 | $ 415,518 | $ 13,535 | $ 44,197 | $ 8,026 | $ 3,539 | $ 221,006 |
Ivy Small Cap Core Fund | 3/31/20 | $ 5,863,079 | $ 317,608 | $ 212,800 | $ 188,972 | $ 417,895 | $ 12,849 | $ 309,242 | $ 534 | $ 92,995 | $ 32,959 |
Ivy Small Cap Growth Fund | 3/31/20 | $ 21,157,537 | $ 1,724,156 | $ 1,092,213 | $ 278,473 | $ 2,622,488 | $ 52,810 | $ 766,269 | $ 26,132 | $ 307,687 | $ 330,176 |
Ivy Value Fund | 3/31/20 | $ 7,516,296 | $ 1,354,259 | $ 333,502 | $ 273,038 | $ 877,846 | $ 14,220 | $ 126,726 | $ 505 | $ 1,634 | $ 593 |
Total | $ 354,290,569 | $ 37,333,532 | $ 19,763,264 | $ 5,689,354 | $ 53,577,475 | $ 1,871,714 | $ 28,677,698 | $ 435,699 | $ 2,772,774 | $ 4,571,886 |
* Please note that Class I and Class N shares are not covered under the Distribution and Service Plan adopted by the Funds pursuant to Rule 12b-1.
** | For Funds managed solely by IICO, IICO has voluntarily agreed to waive its management fee for any day that the Fund’s net assets are less than $25 million, subject to IICO’s right to change or modify this waiver. |
K-2
IVY FUNDS — FYE: June 30, 2020
Fund Name | FYE | Advisory Fee Paid to IICO** | Shareholder Servicing Fee Paid to WISC | Out-of-Pocket Expenses of WISC | Accounting and Administrative Services Fees Paid to WISC | Distribution and Service Fees Paid (or Accrued) to IDI* - Class A | Distribution and Service Fees Paid (or Accrued) to IDI* - Class B | Distribution and Service Fees Paid (or Accrued) to IDI* - Class C |
Ivy Accumulative Fund | 6/30/20 | $ 9,440,331 | $ 1,109,722 | $ 402,982 | $ 271,208 | $ 2,770,061 | $ 6,434 | $ 30,055 |
Ivy Wilshire Global Allocation Fund | 6/30/20 | $ 262,752 | $ 599 | $ 435,124 | $ 174,942 | $ 1,869,009 | $ 26,719 | $ 92,627 |
Total | $ 9,703,083 | $ 1,110,321 | $ 838,106 | $ 446,150 | $ 4,639,070 | $ 33,153 | $ 122,682 |
* Please note that Class I and Class N shares are not covered under the Distribution and Service Plan adopted by the Funds pursuant to Rule 12b-1.
** | For Funds managed solely by IICO, IICO has voluntarily agreed to waive its management fee for any day that the Fund’s net assets are less than $25 million, subject to IICO’s right to change or modify this waiver. |
K-3
IVY FUNDS — FYE: September 30, 2020
Fund Name | FYE | Advisory Fee Paid to IICO** | Shareholder Servicing Fee Paid to WISC | Out-of-Pocket Expenses of WISC | Accounting and Administrative Services Fees Paid to WISC | Distribution and Service Fees Paid (or Accrued) to IDI* - Class A | Distribution and Service Fees Paid (or Accrued) to IDI* - Class B | Distribution and Service Fees Paid (or Accrued) to IDI* - Class C | Distribution and Service Fees Paid (or Accrued) to IDI* - Class Y |
Ivy Apollo Multi-Asset Income Fund | 9/30/2020 | $ 2,457,358 | $ 153,672 | $ 77,490 | $ 122,767 | $ 257,399 | $ - | $ 122,849 | $ 8,823 |
Ivy Apollo Strategic Income Fund | 9/30/2020 | $ 2,478,565 | $ 117,633 | $ 46,330 | $ 135,189 | $ 283,962 | $ - | $ 55,382 | $ 16,483 |
Ivy California Municipal High Income Fund | 9/30/2020 | $ 58,766 | $ 657 | $ 638 | $ 28,235 | $ 34,440 | $ - | $ 19,265 | $ 2,622 |
Ivy Cash Management Fund | 9/30/2020 | $ 4,790,132 | $ 1,879,485 | $ 892,654 | $ 256,198 | $ - | $ 3,382 | $ 11,551 | $ - |
Ivy Corporate Bond Fund | 9/30/2020 | $ 4,185,767 | $ 1,275,317 | $ 227,500 | $ 229,436 | $ 861,685 | $ 3,557 | $ 38,330 | $ 670 |
Ivy Crossover Credit Fund | 9/30/2020 | $ 124,823 | $ 952 | $ 14 | $ 35,099 | $ 34,797 | $ - | $ - | $ 2,683 |
Ivy Government Securities Fund | 9/30/2020 | $ 1,684,328 | $ 203,162 | $ 61,583 | $ 119,672 | $ 199,612 | $ 1,825 | $ 15,148 | $ - |
Ivy International Small Cap Fund | 9/30/2020 | $ 1,283,899 | $ 16,362 | $ 5,835 | $ 69,303 | $ 38,058 | $ - | $ 15,787 | $ 1,892 |
Ivy Pictet Emerging Markets Local Currency Debt Fund | 9/30/2020 | $ 497,440 | $ 14,769 | $ 2,816 | $ 63,805 | $ 20,935 | $ - | $ 18,301 | $ 6,429 |
Ivy Pictet Targeted Return Bond Fund | 9/30/2020 | $ 1,442,934 | $ 135,369 | $ 31,261 | $ 80,396 | $ 57,197 | $ - | $ 42,779 | $ 8,896 |
Ivy PineBridge High Yield Fund | 9/30/2020 | $ 576,097 | $ 864 | $ 2,607 | $ 60,564 | $ 32,008 | $ - | $ - | $ - |
Total | $ 19,580,109 | $ 3,798,242 | $ 1,348,728 | $ 1,200,664 | $ 1,820,093 | $ 8,764 | $ 339,392 | $ 48,498 |
* Please note that Class I and Class N shares are not covered under the Distribution and Service Plan adopted by the Funds pursuant to Rule 12b-1.
** | For Funds managed solely by IICO, IICO has voluntarily agreed to waive its management fee for any day that the Fund’s net assets are less than $25 million, subject to IICO’s right to change or modify this waiver. |
K-4
IVY FUNDS (PROSHARES) — FYE: September 30, 2 020
Fund Name | FYE | Advisory Fee Paid to IICO | Shareholder Servicing Fee Paid to WISC | Out-of-Pocket Expenses of WISC | Accounting and Administrative Services Fees Paid to WISC | Distribution and Service Fees Paid (or Accrued) to IDI* - Class A | Distribution and Service Fees Paid (or Accrued) to IDI* - Class E | Distribution and Service Fees Paid (or Accrued) to IDI* - Class R |
Ivy ProShares Interest Rate Hedged High Yield Index Fund | 9/30/2020 | $ 84,272 | $ 2,311 | $ 2 | $ 36,995 | $ 7,396 | $ 2,590 | $ 4,630 |
Ivy ProShares MSCI ACWI Index Fund | 9/30/2020 | $ 243,838 | $ 4,218 | $ 1 | $ 62,854 | $ 42,223 | $ 824 | $ - |
Ivy ProShares Russell 2000 Dividend Growers Index Fund | 9/30/2020 | $ 388,678 | $ 3,534 | $ 20,311 | $ 55,171 | $ 4,260 | $ 905 | $ - |
Ivy ProShares S&P 500 Bond Index Fund | 9/30/2020 | $ 273,937 | $ 2,805 | $ 8,266 | $ 66,934 | $ 10,213 | $ 3,170 | $ 5,597 |
Ivy ProShares S&P 500 Dividend Aristocrats Index Fund | 9/30/2020 | $ 1,368,402 | $ 39,554 | $ 48,422 | $ 127,971 | $ 7,646 | $ 3,160 | $ 5,257 |
Total | $ 2,359,127 | $ 52,422 | $ 77,002 | $ 349,925 | $ 71,738 | $ 10,649 | $ 15,484 |
* Please note that Class I and Class N shares are not covered under the Distribution and Service Plan adopted by the Funds pursuant to Rule 12b-1.
K-5
IVY VARIABLE INSURANCE PORTFOLIOS — FYE: December 31, 2019
Fund Name | FYE | Advisory Fee Paid to IICO | Out-of-Pocket Expenses of WISC | Accounting and Administrative Services Paid to WISC | Distribution and Service Fees Paid to IDI* – Class II |
Ivy VIP Asset Strategy | 12/31/2019 | $ 5,391,373 | $ 30,205 | $ 199,809 | $ 1,925,037 |
Ivy VIP Balanced | 12/31/2019 | $ 2,304,300 | $ 11,025 | $ 96,285 | $ 822,965 |
Ivy VIP Core Equity | 12/31/2019 | $ 4,814,859 | $ - | $ 165,564 | $ 1,419,742 |
Ivy VIP Corporate Bond | 12/31/2019 | $ 2,637,936 | $ 15,845 | $ 144,936 | $ 1,388,388 |
Ivy VIP Energy | 12/31/2019 | $ 354,200 | $ 3,763 | $ 27,903 | $ 103,664 |
Ivy VIP Global Bond | 12/31/2019 | $ - | $ 2,710 | $ 13,657 | $ 53,924 |
Ivy VIP Global Equity Income | 12/31/2019 | $ 2,062,313 | $ 9,430 | $ 92,815 | $ 736,540 |
Ivy VIP Global Growth | 12/31/2019 | $ 1,233,276 | $ - | $ 63,013 | $ 248,224 |
Ivy VIP Government Money Market | 12/31/2019 | $ 757,658 | $ 7,376 | $ 82,394 | $ - |
Ivy VIP Growth | 12/31/2019 | $ 5,295,420 | $ 22,039 | $ 191,518 | $ 1,891,222 |
Ivy VIP High Income | 12/31/2019 | $ 5,460,798 | $ 26,865 | $ 213,797 | $ 2,113,996 |
Ivy VIP International Core Equity | 12/31/2019 | $ 6,016,020 | $ 18,774 | $ 167,323 | $ 1,769,418 |
Ivy VIP Limited-Term Bond | 12/31/2019 | $ 2,620,515 | $ 13,342 | $ 134,132 | $ 1,318,436 |
Ivy VIP Mid Cap Growth | 12/31/2019 | $ 4,006,627 | $ - | $ 134,944 | $ 712,711 |
Ivy VIP Natural Resources | 12/31/2019 | $ 756,407 | $ 6,484 | $ 43,436 | $ 222,474 |
Ivy VIP Science and Technology | 12/31/2019 | $ 4,441,484 | $ 17,815 | $ 140,778 | $ 1,304,776 |
Ivy VIP Securian Real Estate Securities | 12/31/2019 | $ 298,007 | $ 3,804 | $ 26,802 | $ 91,977 |
Ivy VIP Small Cap Core | 12/31/2019 | $ 1,649,233 | $ 7,091 | $ 70,422 | $ 485,070 |
Ivy VIP Small Cap Growth | 12/31/2019 | $ 3,224,525 | $ - | $ 123,909 | $ 828,740 |
Ivy VIP Value | 12/31/2019 | $ 3,386,206 | $ 14,204 | $ 131,184 | $ 1,209,359 |
Ivy VIP Pathfinder Aggressive | 12/31/2019 | N/A | $ 3,270 | $ 24,190 | $ - |
Ivy VIP Pathfinder Conservative | 12/31/2019 | N/A | $ 934 | $ 27,637 | $ - |
Ivy VIP Pathfinder Moderate | 12/31/2019 | N/A | $ 18,724 | $ 119,309 | $ - |
Ivy VIP Pathfinder Moderate - Managed Volatility | 12/31/2019 | $ 1,282,891 | $ 16,110 | $ 114,992 | $ - |
Ivy VIP Pathfinder Moderately Aggressive | 12/31/2019 | N/A | $ 21,965 | $ 146,671 | $ - |
Ivy VIP Pathfinder Moderately Aggressive - Managed Volatility | 12/31/2019 | $ 181,655 | $ 3,653 | $ 26,864 | $ - |
Ivy VIP Pathfinder Moderately Conservative | 12/31/2019 | N/A | $ 6,874 | $ 52,577 | $ - |
Ivy VIP Pathfinder Moderately Conservative - Managed Volatility | 12/31/2019 | $ 156,660 | $ 3,468 | $ 25,597 | $ - |
Total | $ 58,332,363 | $ 285,770 | $ 2,802,458 | $ 18,646,663 |
* Please note that Class I shares are not covered under the Distribution and Service Plan adopted by the Funds pursuant to Rule 12b-1.
K-6
INVESTED PORTFOLIOS — FYE: December 31, 2019
Fund Name | FYE | Advisory Fee Paid to IICO* | Shareholder Servicing Fee Paid to WISC** | Out-of-Pocket Expenses of WISC** | Accounting and Administrative Services Fees Paid to WISC** | Distribution and Service Fees Paid (or Accrued) to W&R *** |
InvestEd 90 Portfolio | 12/31/2019 | $ - | $ - | $ - | $ - | $ 67,698 |
InvestEd 80 Portfolio | 12/31/2019 | $ - | $ - | $ - | $ - | $ - |
InvestEd 70 Portfolio | 12/31/2019 | $ - | $ - | $ - | $ - | $ 296,585 |
InvestEd 60 Portfolio | 12/31/2019 | $ - | $ - | $ - | $ - | $ 203,127 |
InvestEd 50 Portfolio | 12/31/2019 | $ - | $ - | $ - | $ - | $ - |
InvestEd 40 Portfolio | 12/31/2019 | $ - | $ - | $ - | $ - | $ 195,399 |
InvestEd 30 Portfolio | 12/31/2019 | $ - | $ - | $ - | $ - | $ - |
InvestEd 20 Portfolio | 12/31/2019 | $ - | $ - | $ - | $ - | $ 270,434 |
InvestEd 10 Portfolio | 12/31/2019 | $ - | $ - | $ - | $ - | $ - |
InvestEd 0 Portfolio | 12/31/2019 | $ - | $ - | $ - | $ - | $ 124,334 |
Total | $ - | $ - | $ - | $ - | $ 1,157,577 |
* Effective May 1, 2005, IICO contractually eliminated the management fee.
** | Effective January 1, 2006, the fee payable to WISC under the Administrative and Shareholder Servicing Agreement and the Accounting Services Agreement was contractually eliminated. After that date, the Portfolios no longer pay any administrative and shareholder servicing fees or accounting services fees to WISC (or any out-of-pocket expenses of WISC). |
*** | InvestEd 10 Portfolio, InvestEd 30 Portfolio, InvestEd 50 Portfolio and InvestEd 80 Portfolio had not commenced operations as of December 31, 2019, and therefore did not pay or accrue any service or distribution fees. Waddell & Reed served as the distributor of each Portfolio then in existence for the fiscal year ended December 31, 2019. The amount above reflects the fees paid (or accrued) as service fees and distribution fees to Waddell & Reed by each Portfolio then in existence under the Plan. |
K-7
APPENDIX L
Trustees and Officers of the Ivy Funds, Ivy VIP, and InvestEd and Their Affiliations with IICO and DMC
The following table provides a list of the Trustees and certain Officers for the Funds as well as their affiliations with IICO and DMC. Please note that the address for each of the individuals below is 6300 Lamar Avenue, Overland Park, KS 66202.
Name | Position with Trust | Officer, Employee, Director, General Partner, or Shareholder of IICO | Other Material Interest in IICO or its Affiliates | Owns Securities in IICO Affiliate | Officer, Employee, Director, General Partner, or Shareholder of DMC | Other Material Interests in DMC or its Affiliates | Owns Securities in DMC Affiliate |
James M. Concannon | Trustee | No | No | No | No | No | No |
H. Jeffrey Dobbs | Trustee | No | No | No | No | No | No |
James D. Gressett | Trustee | No | No | No | No | No | No |
Joseph Harroz, Jr. | Chairman and Trustee | No | No | No | No | No | No |
Glendon E. Johnson, Jr. | Trustee | No | No | No | No | No | No |
Sandra A.J. Lawrence | Trustee | No | No | No | No | No | No |
Frank J. Ross, Jr. | Trustee | No | No | No | No | No | No |
Michael G. Smith | Trustee | No | No | No | No | No | No |
Philip J. Sanders | Trustee and President | Yes - President, CEO and Chairman, IICO (2016 to present) | Yes - CEO of WDR (2016 to present) | Yes | No | No | No |
Jennifer K. Dulski | Secretary | Yes - Senior Vice President and Associate General Counsel of IICO (2018 to present) | Yes - Senior Vice President and Associate General Counsel of Waddell & Reed and IDI (2018 to present) | Yes | No | No | No |
Joseph W. Kauten | Vice President, Treasurer, and Principal Financial Officer | Yes - Vice President of IICO (2016 to present) | Yes - Senior Vice President of Waddell & Reed Services Company (2014 to present) | Yes | No | No | No |
Scott J. Schneider | Vice President, Chief Compliance Officer | Yes - Vice President of IICO (2006 to present) | No | No | No | No | No |
Philip A. Shipp | Assistant Secretary | No | Yes - Vice President of Waddell & Reed and IDI (2010 to present) | Yes | No | No | No |
L-1
APPENDIX M
The Funds’ Current Investment Advisory Agreements
The following table lists for each Fund the effective date of its Current Investment Advisory Agreement, the date the Agreement was last submitted to shareholders for approval, and the reason for such submission.
Trust Name | Date of Current Advisory Agreement | Date Current Advisory Agreement was Last Submitted to Shareholder Vote | Purpose of Last Submission of Current Advisory Agreement to Shareholder Vote | Date of Last Approval by Board of Trustees of Continuance of Current Advisory Agreement |
Ivy Funds | November 13, 2008, as amended February 21, 2019 | * | Original Approval | August 12, 2020 |
Ivy Variable Insurance Portfolios (Subadvised) | July 29, 2016, as amended November 5, 2018 | * | Original Approval | August 12, 2020 |
Ivy Variable Insurance Portfolios (Non-Subadvised) | July 29, 2016, as amended April 30, 2018 | * | Original Approval | August 12, 2020 |
InvestEd Portfolios | October 1, 2016, as amended August 12, 2020 | * | Original Approval | August 12, 2020 |
* | In general, each Current Investment Advisory Agreement was last approved by shareholders (or, to the extent applicable, the initial shareholder) of the relevant Fund either in connection with the initial approval of such agreement or in connection with a later amendment requiring such approval. |
M-1
APPENDIX N
FEES FOR AUDIT AND OTHER SERVICES
The following tables show the fees billed by Deloitte for audit and other services provided to the Trusts for the Trusts and fiscal years as indicated:
Ivy Funds*
March 31, 2020 | March 31, 2019 | |
Audit Fees(1) | $526,500 | $513,550 |
Audit-Related Fees(2) | 0 | 0 |
Tax Fees(3) | 145,875 | 208,873 |
All Other Fees(4) | 71,445 | 199,009 |
Total | $743,820 | $921,432 |
Ivy Funds**
June 30, 2020 | June 30, 2019 | |
Audit Fees(1) | $30,800 | $30,000 |
Audit-Related Fees(2) | 0 | 0 |
Tax Fees(3) | 21,180 | 29,440 |
All Other Fees(4) | 3,905 | 11,891 |
Total | $55,885 | $71,331 |
Ivy Funds***
September 30, 2020 | September 30, 2019 | |
Audit Fees(1) | $433,100 | $422,700 |
Audit-Related Fees(2) | 0 | 0 |
Tax Fees(3) | 87,360 | 73,440 |
All Other Fees(4) | 7,854 | 4,977 |
Total | $528,314 | $501,117 |
Ivy VIP
December 31, 2019 | December 31, 2018 | |
Audit Fees(1) | $418,300 | $403,250 |
Audit-Related Fees(2) | 0 | 0 |
Tax Fees(3) | 153,170 | 171,479 |
All Other Fees(4) | 34,116 | 46,611 |
Total | $605,586 | $621,340 |
N-1
InvestEd
December 31, 2019 | December 31, 2018 | |
Audit Fees(1) | $52,200 | $51,000 |
Audit-Related Fees(2) | 0 | 0 |
Tax Fees(3) | 22,560 | 21,900 |
All Other Fees(4) | 16,044 | 5,406 |
Total | $90,804 | $78,306 |
* | Ivy Funds with a March 31 fiscal year end, as set forth in Appendix C. |
** *** | Ivy Funds with a June 30 fiscal year end, as set forth in Appendix C. Ivy Funds with a September 30 fiscal year end, as set forth in Appendix C. |
(1) | Audit fees category are those fees associated with the audit of the Fund’s annual financial statements or services that are normally provided in connection with statutory and regulatory filings or engagements and registration consents. All of the audit services for the fiscal years indicated for each Trust were approved by the Audit Committee in accordance with its pre-approval policies and procedures. |
(2) | Audit-related fees refer to the assurance and related services by the independent public accounting firm that are reasonably related to the performance of the Fund’s annual financial statements and are not otherwise included under the “audit fees” category above. |
(3) | Tax fees refer to fees for professional services rendered by the registered principal accounting firm for tax compliance, tax advice and tax planning. |
(4) | All other fees refer to fees related to internal control reviews, strategy and other consulting, financial information systems design and implementation, consulting on other information systems, and other tax services. |
Audit Committee’s Pre-Approval Policies and Procedures. The Trusts’ Audit Committee pre-approves all audit services to be provided by the Trusts’ independent registered public accounting firm. The Audit Committee pre-approves all non-audit services to be performed for the Trusts by the Trusts’ independent registered accounting firm; provided that the pre-approval requirement does not apply to non-audit services that (i) were not identified as such at the time of the pre-approval and (ii) do not aggregate more than 5% of total fees paid to the principal accountants by each Trust during the fiscal year in which the services are provided, if the Audit Committee approves the provision of such non-audit services prior to the completion of the audit.
The Audit Committee pre-approves all non-audit services to be performed by the Trusts’ independent registered accounting firm for IICO, the Trusts’ investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted and overseen by IICO) or any entity controlling, controlled by, or under common control with IICO that provides ongoing services to the Trusts if the engagement relates directly to the operations or financial reporting of the Trusts; provided that the pre-approval requirement does not apply to non-audit services that (i) were not identified as such at the time of the pre-approval and (ii) do not aggregate more than 5% of total fees paid to the independent registered accounting firm by the Trusts for all services and by IICO for non-audit services if the engagement relates directly to the operations or financial reporting of the Trusts during the fiscal year in which those services are provided, if the Audit Committee approves the provision of such non-audit services prior to the completion of the audits.
No services performed by Deloitte in the “audit-related fees,” “tax fees” or “all other fees” categories for the fiscal years indicated were approved by the Audit Committee pursuant to the pre-approval exceptions described above or the waiver provisions of paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X promulgated by the SEC.
N-2
The aggregate non-audit fees billed for services rendered by Deloitte to each Trust for each of its past two fiscal years, respectively, were as follows:
2020 fiscal year | 2019 fiscal year | |
Ivy Funds (3/31 fiscal year end) | $217,320 | $407,882 |
Ivy Funds (6/30 fiscal year end) | 25,085 | 41,331 |
Ivy Funds (9/30 fiscal year end) | 78,417 | 95,214 |
2019 fiscal year | 2018 fiscal year | |
Ivy VIP (12/31 fiscal year end) | $187,286 | $218,090 |
InvestEd (12/31 fiscal year end) | 38,604 | 27,306 |
The aggregate non-audit fees billed for services rendered by Deloitte to IICO (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and any entity controlling, controlled by, or under common control with IICO that provides ongoing services to each Trust for each of its past two fiscal years, respectively, were as follows:
2020 fiscal year | 2019 fiscal year | |
Ivy Funds (3/31 fiscal year end) | $60,500 | $81,900 |
Ivy Funds (6/30 fiscal year end) | 60,500 | 41,300 |
Ivy Funds (9/30 fiscal year end) | 43,050 | 74,000 |
2019 fiscal year | 2018 fiscal year | |
Ivy VIP (12/31 fiscal year end) | $73,500 | $91,000 |
InvestEd (12/31 fiscal year end) | 73,500 | 91,000 |
N-3
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