(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Securities Exchange Act of 1934
☑ Filed by a Party other than the Registrant
☐
| ☐ | 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 | |
Waddell & Reed
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| ☑ | No fee required. | |||
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| (1) | Title of each class of securities to which transaction applies: | |||
| (2) | Aggregate number of securities to which transaction applies: | |||
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |||
| (4) | Proposed maximum aggregate value of transaction: | |||
| (5) | Total fee paid: | |||
| ☐ | Fee paid previously with preliminary materials. | |||
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
| (1) | Amount Previously Paid: | |||
| (2) | Form, Schedule or Registration Statement No.: | |||
| (3) | Filing Party: | |||
| (4) | Date Filed: | |||
1) TitleIvy Variable Insurance Portfolios (each individually, a “Trust,” and collectively, the “Trusts”) and each series of each class of securities to which transaction applies:____________________________________________________________________________________2) Aggregate number of securities to which transaction applies:3) Per unit price or other underlying value of transaction computed pursuantto Exchange Act Rule 0-11 (setTrust as set forth the amount on whichAppendix A (each individually, a “Fund,” and collectively the filing fee iscalculated and state how it was determined):4) Proposed maximum aggregate value of transaction:____________________________________________________________________________________5) Total fee paid:[_] Fee paid previously with preliminary materials:[_] Check box if any part of the fee is offset as provided by Exchange Act Rule0-11(a)(2) and identify the filing for which the offsetting fee was paidpreviously. Identify the previous filing by registration statement number,or the form or schedule“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 datesecond 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 its filing.____________________________________________________________________________________ 1) Amount previously paid: 2) Form, Schedule or Registration Statement No.:____________________________________________________________________________________ 3) Filing Party: 4) Date Filed:
record of at least one Fund as of January 22, 2021 (the “Record Date”).
6300 Lamar AvenueP. O. Box 29217Shawnee Mission, Kansas 66201-9217
A Message from (“WDR”). On December 2, 2020, WDR, the Presidentparent 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 Waddell & Reed InvestEd Portfolios, Inc.Transaction, each Fund’s investment advisory agreement will automatically terminate in accordance with its terms and applicable regulations.
March 6, 2009
Dear Shareholder:
help ensure that each Fund’s investment program continues uninterrupted upon the Closing, I am writing to askasking for your vote as a shareholder of one or more of the funds (each, a “Fund”) in Waddell & Reed InvestEd Portfolios, Inc. (the “Corporation”), at the April 3, 2009 special meeting of shareholders (“Meeting”). The purpose ofMeetings 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:
| 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 believes that the reorganizations will offer a number of benefits to the Funds. Among other things, the reorganizations are intended to:
Allow the Funds to operate under uniform, modern and flexible governingdocuments that are expected to increase operating efficiency.Update, standardize and streamline certain of the Fund’s investmentrestrictions.
The reorganizations will not result in any increase in the management fees paid by any of the Funds. They will also not result in any material change in the investment objective(s) or principal investment strategies of any Fund. Immediately after the reorganizations: the investment manager, portfolio manager(s) and other service providers foryou vote FOR each New Fund will be the same as they were for the corresponding Fund prior to its reorganization; the services provided by those service providers for a New Fund will be the same as they were for the corresponding Fund prior to its reorganization; and each New Fund will offer the same services to shareholders as are currently provided by the corresponding Fund.
If the reorganizations are approved, it is anticipated that they will take effect during the first half of 2009. No sales load, commission or other transactional fee will be imposed on shareholders in connection with the reorganizations. The costs of the Meeting and the reorganizations will be paid by Waddell & Reed Investment Management Company, the investment manager for each Fund.
proposal, including FOR all trustee nominees.
Voting is quick and easy. Everything If we do not hear from you, need is enclosed. It is importantour proxy solicitor, Di Costa Partners, may contact you. This will ensure that your vote be received no later thanis counted even if you cannot or do not wish to attend the time ofMeetings. If you have any questions about the Meeting on April 3, 2009.
Sincerely,
Henry J. Herrmann
| Sincerely, |
Philip J. Sanders |
| President of the Trusts |
Waddell & Reed InvestEd Portfolios, Inc.
__________________________NOTICE OF SPECIAL MEETING OF SHAREHOLDERSTO BE HELD APRIL 3, 2009__________________________
To Shareholders:
Notice is hereby given that Waddell & Reed InvestEd Portfolios, Inc. (“Corporation”), on behalf of Balanced Portfolio, Conservative Portfolio and Growth Portfolio (each, a “Fund” and, collectively, “Funds”), will hold a special meeting of its shareholders at 6300 Lamar Avenue,
Shareholders Entitled to Vote | |||||
First Meeting Proposal 1.To elect | |||||
| 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 | All shareholders of each Trust, voting separately All shareholders of each Fund, All shareholders of | ||||
You
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.
no later than 2:00 p.m. Eastern Time on March 31, 2021 to register. Please readinclude the enclosed Proxy Statement carefully beforeFund’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 vote.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.comand 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.
By OrderThis 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 Board of Directors,
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 |
Mara D. Herrington
March 6, 2009
Waddell & Reed InvestEd Portfolios, Inc.
On behalf of
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66202
March 6, 2009
February 8, 2021.
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 |
| Proposal | Page | |||
| (1) | To elect thirteen Directors for the Corporation. | 5 | ||
| (2) | To approve a proposed Agreement and Plan of Reorganization and Termination pursuant to which each Fund will be reorganized into a corresponding series (“New Fund”) of a newly established Delaware statutory trust (each, a “Reorganization”). | 19 | ||
| (3) | To transact such other business as may properly come before the Meeting. | |||
The Waddell & Reed InvestEd Plan (“InvestEd Plan”) was established undercard(s)/voting instruction form(s) with respect to the Arizona Family College Savings Program (the “Program”). The Program was established byProposals, the Stateproxy will be voted FOR the approval of Arizona as a qualified state tuition programthe Proposals and FOR approval of each trustee nominee and in accordance with Section 529the judgment of the Internal Revenue Code of 1986,person appointed as amended (“Code”). Contributionsproxy 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 InvestEd Plan accounts may be invested in shares of the Funds, which are held in the name and for the benefit of the Arizona Commission for Postsecondary Education (“ACPE”) in its capacity as Trustee of the Program. The ACPEtime it is responsible for casting votes for the beneficial owners of InvestEd Plan accounts (“Accountholders”). The ACPE 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 ACPE generally will vote for such proposals.
On the Record Date, each Fund had the following number of shares issued and outstanding:
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To the best of each Fund’s knowledge, as of February 6, 2009, the following persons owned beneficially or of record more than 5% ofvoted by delivering a Fund’s shares:
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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 Corporation at the address shown at the beginning of this Proxy Statement) or in person at the Meeting, by executing a superseding proxy or by submitting awritten notice of revocation, toby delivering a subsequently dated proxy by mail, telephone or the Corporation.
Quorum and Adjournment
The presence in personInternet or by attending the Meetings via audio teleconference and voting at the Meetings. If you revoke a previous proxy, ofyour vote will not be counted unless you attend the holdersMeetings via audio teleconference and vote or legally appoint another proxy to vote on your behalf.
For purposes of determining the presence of a quorum for transacting business at the Meeting, 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 Proposal 2, abstentions and broker “non-votes” will be treated as shares voted “Against” the proposals. Accordingly, shareholders are urged to vote or forward their voting instructions promptly. Abstentions and broker non-votes will have no effect on Proposal 1, for which the required vote is a plurality of the votes cast.
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Required Vote
Approval of Proposal 1 requires the favorable vote of the holders of a plurality of the shares of the Corporation cast in person or by proxy, provided a quorum is present. Approval of Proposal 2 will be determined separately for each Fund. Approval of Proposal 2 requires the favorable vote of the holders of a majority of the outstanding shares of such Fund entitled to vote at the Meeting, provided a quorum is present.
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 Corporation’s officers or employees or representatives of Waddell & Reed Investment Management Company (“WRIMCO”), the investment manager for each Fund, or one of its affiliates. The Corporation’s officers, and those employees and representatives of WRIMCO or its affiliates who assist in the proxy solicitation, will not receive any additional or special compensation for any such efforts. The cost of the solicitation will be borne by WRIMCO.
Shareholder Reports
The most recentTrust’s Annual Report for each Fund, including financial statements, for itsthe most recently completed fiscal year ended December 31, 2008, and its most recent Semiannual Report preceding the Annual Report,previously have been mailed previouslyor made available to shareholders. This Joint Proxy Statement should be read in conjunction with theeach Annual Report and Semiannual Report for each Fund you own. Report. You can obtain copies of the Annual Report or Semiannual Report,Reports, without charge, by writing to Waddell & Reed,the respective Trust or to Ivy Distributors, Inc. (“Waddell & Reed”IDI”), at 6300 Lamar Avenue, P.O. Box 29217, Shawnee Mission,Overland Park, Kansas 66201-9217,66202, or by calling 888-WADDELL888-923-3355. 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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PROPOSAL 1the 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.
What are
The purpose of this proposal is to elect the following nominees to serve as Trustees on the Board of Directors foreach 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”).
Michael L. AveryJarold W. BoettcherJames M. ConcannonJohn A. DillinghamDavid P. GardnerJoseph Harroz, Jr.John F. HayesRobert L. HechlerAlbert W. HermanHenry J. HerrmannGlendon E. Johnson, Sr.Frank J. Ross, Jr.Eleanor B. Schwartz
The Nominating Committee of the Board, which is comprised solely of Disinterested Directors, met to consider Board candidates and, after due consideration, recommended. 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”).
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AsTrustee Nominees who are not Current Trustees will be explained in greater detail in Proposal 2, the Board has approved a series of “proposals” or “actions” that are designed to streamline and modernize the operations of the Corporation that include reorganizing each Fund into a corresponding New Fund, a series of Waddell & Reed InvestEd Portfolios, a newly established Delaware statutory trust (“New Trust”). If elected by the shareholders of the Corporation, the same individuals willnot serve as Trustees of the New Trust.
Trusts, even if elected by shareholders.
No Nominee is a party adverse to any Fund or anyoffice and length of its affiliates in any material pending legal proceeding, nor does any Nominee have any interest materially adverse to any Fund or any of its affiliates.
Who are the Nominees to the Board?
Information about the Nominees, includingtime served (as applicable), their addresses, years of birth, principal business occupations during the past five years, the number of portfolios overseen by the Trustee Nominees
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) |
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) |
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 |
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 |
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) |
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) | |
Each Fundnewly-constituted board having a breadth of knowledge that would enhance its ability to oversee the Funds upon Closing of the Transaction.
Related Matters
Subject to the Director Emeritus and Retirement Policy, a Director serves until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. The Board appoints officers and delegatesdelegated 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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INFORMATION REGARDING NOMINEES
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On April 29, 2005, Waddell & Reed and Mr. Hechler,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 former Presidentelection or re-election of Waddell & Reed, entered intoTrustees 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.
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Who are the other executive officersBoard upon Closing of the Corporation?
The Board has appointed officers who are responsibleTransaction. In that regard, Mr. Bennett’s responsibilities will include: setting an agenda for the day-to-day business decisions based on policies it has established. The officers serve at the pleasureeach meeting of the Board. In addition to Mr. Herrmann, who is President, the Corporation’s principal officers are:
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What is the share ownership in the Funds by the Nominees and the officers?
As of December 31, 2008, each of the Nominees and executive officers of the Corporation beneficially owned individually and collectively as a group less than 1% of the outstanding shares of any class of shares of the Funds.
The following table sets forth the aggregate dollar range of equity securities owned by each Nominee of each Fund and of all the funds in the Fund Complex as of December 31, 2008. The amounts listed below include shares of the Funds in which the Nominee’s deferred compensation is deemed invested. The information as to beneficial ownership is based on statements furnished by each Nominee.
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It is expected that the Board will meet each yearBoard; presiding at four regularly scheduled meetings. During the fiscal year ended December 31, 2008, the Board met six times. Each incumbent Director attended at least 75% of all meetings of the Board held during the fiscal year, including the meetingsand of the Board’s standing committees on whichIndependent Trustees; and serving as a liaison with other Trustees, the Trusts’ officers and other management personnel, and counsel. The Independent Chair also performs such Director was a member. The Corporation does not hold annual shareholders meetings, and therefore,other duties as the Board does not have a policy with regardmay from time to Director attendance at such meetings.
Subject to the Director Emeritus and Retirement Policy, if elected,time determine.
Whattelephone, 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 the compensation for Directors on the Board?
The fees paid to the Directors are divided among the funds in the Advisors Fund Complex based on each fund’s net assets. The officers, including Mr. Herrmann, are paid by WRIMCO or its affiliates.
The following table lists compensation paid to the Directors of the Corporation for the fiscal year ended December 31, 2008,not present, as well as information regarding compensation froma special meeting in connection with the Fund Complex forBoard’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 ended December 31, 2008.is set forth in Appendix C. No pension or retirement benefits are proposed to be paid under any existing plan to any Director byCurrent Trustee attended less than 75% of the Corporation or any fund inaggregate number of meetings of each Board and of each Committee on which the Fund Complex.
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| Aggregate | Total Compensation | ||||||
| Compensation from the | From the Fund | ||||||
| Name of Director | Corporation1 | Complex | |||||
| Disinterested Directors/Nominees | |||||||
| Jarold W. Boettcher | $1,120.86 | $124,000 | |||||
| James M. Concannon | $1,184.91 | $131,000 | |||||
| John A. Dillingham | $1,221.19 | $135,000 | |||||
| David P. Gardner | $1,646.31 | $182,000 | |||||
| Joseph Harroz, Jr. | $1,198.29 | $132,500 | |||||
| John F. Hayes | $1,203.28 | $133,000 | |||||
| Albert W. Herman | $1,131.68 | $125,000 | |||||
| Glendon E. Johnson, Sr. | $1,198.28 | $132,500 | |||||
| Frank J. Ross, Jr. | $1,234.96 | $136,500 | |||||
| Eleanor B. Schwartz | $1,221.16 | $135,000 | |||||
| Interested Directors/Nominees | |||||||
| Michael L. Avery | 0 | 0 | |||||
| Robert L. Hechler | $1,148.72 | $127,000 | |||||
| Henry J. Herrmann | 0 | 0 | |||||
Current Trustee served during each Fund’s most recently completed fiscal year.
A Director Emeritus receives an annual fee in an amount equal toTrusts, the annual retainer he or she was receiving atnumber of Funds overseen by the time he or she resigned as a Director. For a Director initially elected before May 31, 1993, to a board of directors of a fund or of a fund that is a predecessor to a current fund, withinBoard, the Advisors Fund Complex such annual fee is payable for as long as he or she holds Director Emeritus status, which may bearrangements for the remainder of his or her lifetime. A Director initially elected on or after May 31, 1993, to a board of directors of a fund, or of a fund that is the predecessor to a current fund, within the Advisors Fund Complex receives such annual fee only for a period of three years commencing upon the date the Director assumed Director Emeritus status, or in an equivalent lump sum. A Director Emeritus receives fees in recognition of his or her past services whether or not services are rendered in his or her capacity as Director Emeritus, but he or she has no authority or responsibility with respect to the managementconduct of the Corporation orTrusts’ operations, the Funds.
What arenumber of Trustees, and the Corporation’s standing committees?
Board’s responsibilities.
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established a Special Compliance & GovernanceInvestment Oversight Committee and a Special Dilution & DistributionGovernance Committee. The respective duties and current memberships of the standing committees are:
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.
Executive Committee.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 FundFunds except the power to increase or decrease the size of, or fill vacancies on, the Board, and except as otherwise provided by law. Henry J. Herrmann (Chair), John A. Dillingham and Frank J. Ross, Jr. are the membersAs of the Executive Committee. During the fiscal year ended December 31, 2008,date of this Joint Proxy Statement, the Executive Committee met one time.consists of Glendon E. Johnson Jr. and Philip J. Sanders.
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.
Sandra A.J. Lawrence. The Board has authorizedadopted a written charter of the creationGovernance Committee, which is attached as Appendix D.
What is the Corporation’s process for nominating Director candidates?
Nominating Committee Charter. A copysecurities trading of the NominatingFunds, reports from Fund management personnel regarding valuation procedures and reports from management’s Valuation Committee Charter forregarding the Corporation is included as Exhibit D.
Shareholder Communications. The Nominating Committee will consider candidates recommended by shareholdersvaluation 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 Corporation. Shareholders should directFunds’ compliance program. Also, on an annual basis, the namesBoard receives reports, presentations and other information from Ivy in connection with the Board’s consideration of candidates they wishthe renewal of each of the Trusts’ agreements with Ivy and the Trusts’ distribution plans under the Rule 12b-1 plan under the 1940 Act.
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Nominee Qualifications. The Nominating Committee will consider nominees recommended by shareholders on the basis of the sameusing certain criteria, used to consider and evaluate candidates recommended by other sources. The Nominating Committee considers,considering, among other things,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.
Identifying Nominees. The Nominating Committee considers prospective candidates from any reasonable source. The Nominating Committee initially evaluates prospective candidates on the basis
Any request by management to meet with the prospective candidate would be given appropriate consideration. The Corporation has not paid a fee to third parties to assist in finding nominees.
REQUIRED VOTE
Approval of Proposal 1 requires the favorableaffirmative vote of the holders of a plurality of shares present at the sharesMeeting 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 personfavor of a candidate or by proxywithheld. If elected, the Trustee Nominees will serve as Trustees effective only upon the Closing of the Corporation, provided a quorumTransaction. If the Transaction is present.
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.
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___________________
OVERVIEW
How
Whatsub-advisory agreements, except that they are shareholders being asked to approve in Proposal 2?
Shareholdersbetween DMC and the Unaffiliated Sub-Advisers instead of each Fund are now being asked to approve the Reorganization Agreement.IICO. If shareholders of a Fund do not approve the ReorganizationNew Investment Advisory Agreement Proposal or the Directors and officersManager 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 Corporationinterim sub-advisory agreements are identical to those of the current agreements except for the parties, term and escrow provisions required by applicable law.
| 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. |
The Reorganization Agreement contemplates,, 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.
Fund as indicated below, effective after the
transferClosing. 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 |
| 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 |
Investment Advisory Agreement. The Boards considered DMC’s financial condition, including the assumptionfinancing 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.
Current Investment Advisory Agreements (see “The Proposed New Investment Advisory Agreement”, above).
the subsequent complete liquidation and termination of the Corporation.
For the Reorganizations to occur, each Fund’s shareholders will need to approve their Reorganization. Accordingly, the consummation of each Reorganization is contingent on the consummation of all of the other Reorganizations. For a more detailed discussion of the terms of the Reorganization Agreement, please see “Funds.Summary of the Reorganization Agreement” below.
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If approved, the Reorganization of a Fund will have the following effects with With respect to its corresponding New Fund immediately after the Closing Date:
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Shareholdersperformance 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 not being askedexpected to vote separatelyretain their current portfolio managers, portfolio management teams or Unaffiliated Sub-Advisers. Based on these matters. By voting “FOR” Proposal 2, a Fund’s shareholders are votinginformation presented to approve all the actions described above forBoards at the Fund2020 15(c) Board Meeting and its corresponding New Fund. More information on each of these matters is discussed under “Comparison of the New Funds and the Funds” below.
Why isdiscussions with DMC, the Board recommending approvalconcluded that DMC is capable of the Reorganization Agreement?
As noted above, at its meeting held on September 17, 2008, the Boardgenerating a level of the Corporation approved a series of proposals and actionslong-term investment performance that are designed to streamline and modernize the operations of the Corporation by reorganizing the Corporation to a different jurisdiction and as a statutory trust.
The primary purpose of the proposed Reorganizations is to allow the Funds to operate under modern and flexible governing documents that also are anticipated to increase efficiencies within the Advisors Fund Complex. (A similar proposal has been or is being proposed to the shareholders of each of the other fundsappropriate in the Advisors Fund Complex.) In unanimously approving the Reorganization Agreement and recommending that shareholders of the Funds also approve the Reorganization Agreement, the Board of the Corporation was provided and evaluated such information as it reasonably believed necessary to consider the proposed Reorganizations. The Board of the Corporation unanimously determined that (1) the investment interests
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light of each Fund’s shareholdersinvestment objectives, strategies and restrictions.
In recent years, many mutual funds have reorganized as Delaware statutory trusts. WRIMCO informed the Board that the Delaware statutory trust form of organization provides more flexibility with respectproposed New Investment Advisory Agreement, and (3) voted tothe administrationrecommend approval of the proposed NewFunds, which potentially could lead to greater operating efficiencies and lower expenses for shareholders of the New Funds.WRIMCO informed the Board that the New Funds may be able to realize greater operating efficiencies because the Reorganizations would permit the New Funds to (1) eliminate the many differences in voting, record date, quorum and other corporate requirements under the governing documents of the Advisors Fund Complex and (2) operate under uniform, modern and flexible governing documents that would reduce future reporting, filing and proxy costs and reduce costs associated with Fund governance and compliance monitoring.WRIMCO informed the Board that the Reorganizations will not result in any material change in the investment objective(s) or principal investment strategies of any of the Funds.The New Funds will adopt certain investment restrictions that update, standardize and streamline certain of the investment restrictions currently in effect for the Funds, which will simplify portfolio management and compliance monitoring for the New Funds.WRIMCO informed the Board that there is no anticipated material adverse effect on the Funds’ annual operating expenses and shareholder fees and services as a result of the Reorganizations.Each New Fund will offer shares with the same sales loads as the shares of stock of its corresponding Fund.K&L Gates LLP (“K&L Gates”) advised the Board that there are no anticipated direct or indirect federal income tax consequences of the Reorganizations to Fund shareholders.
What effect will the Reorganizations have on the Funds and their shareholders?
The Reorganizations will not result in any material change in the investment objective(s) or principal investment strategies of any of the Funds. Immediately after a Reorganization: the investment manager, portfolio manager(s) and other service providers for a New Fund will be the same as they were for the corresponding Fund prior to the Reorganization; the services provided by those service providers for the
21
New Fund will be the same as they were for the corresponding Fund prior to the Reorganization; and the New Fund will offer the same services to shareholders as are currently provided by the corresponding Fund. Approval of the Reorganizations will result in certain changes to the Funds’ investment restrictions as discussed under“Comparison of the New Funds and the Funds—How will the investment restrictions of the New Funds differ from the investment restrictions of the Funds?”below.
Immediately after a Reorganization, each shareholder of a Fund will own shares of the corresponding New Fund that are equal in number and in value to the shares of stock of the Fund that were held by the shareholder immediately prior to the closing of the Reorganization. For example, if you currently own 100 shares of stock of a Fund, immediately after the closing of that Fund’s Reorganization you will own 100 shares of the corresponding New Fund having the same net asset value as your original 100 shares of stock of the Fund.
As a result of the Reorganizations, shareholders of each Fund, which is a series of the Corporation, a Maryland corporation, will become shareholders of the corresponding New Fund, which is a series of the New Trust, a Delaware statutory trust. For a comparison of certain attributes of these entities that may affect shareholders of the Funds, please see “Comparison of the New Funds and the Funds—How will the New Funds be organized?” below.
Will there be any sales load, commission or other transactional fee paid by shareholders in connection with the Reorganizations?
No. The full value of your shares of stock of a Fund will be exchanged for shares of the corresponding New Fund without any sales load, commission or other transactional fee being imposed on you. The costs of the Reorganization will be paid by WRIMCO.
What will be the federal income tax consequences of the Reorganizations?
As a condition to consummation of the Reorganizations, the Funds will receive an opinion from K&L Gates to the effect that neither the Funds nor their shareholders will recognize any gain or loss as a result of the Reorganizations. Please see “Summary of the Reorganization Agreements—What are the federal income tax consequences of the Reorganizations” below for further information.
Who is bearing the expenses related to the Reorganization?
The costs of the Meeting and Reorganizations will be paid by WRIMCO.
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SUMMARY OF THE REORGANIZATION AGREEMENTS
What are the material terms and conditions of the Reorganization Agreement?
The terms and conditions under which the Reorganizations would be completed are contained in the Reorganization Agreement. The following summary of the ReorganizationInvestment Advisory Agreement is qualified in its entirety by reference to the Reorganization Agreement itself, the form of which is attached to this Proxy Statement as Exhibit A.
The Reorganization Agreement provides that each New Fund will acquire all of the assets of the corresponding Fund in exchange solely for shares of the New Fund and the New Fund’s assumption of such Fund’s liabilities. The Reorganization Agreement further provides that, as promptly as practicable after the Closing Date, the Fund will distribute the shares of the New Fund it receives in the Reorganization to its shareholders.
The number of full and fractional shares of the New Fund you will receive in the Reorganization will be equal in value, as calculated at the close of business (generally 3:00 p.m. Central Time) on the Closing Date, to the number of full and fractional shares of stock of the Fund you own on the Closing Date. The New Fund will not issue certificates representing the New Fund shares issued in connection with the Reorganization.
After such distribution, the Corporation will take all necessary steps under applicable state law, its governing documents, and any other applicable law to effect a complete termination and dissolution of the Corporation.
The Reorganization Agreement may be terminated, and the Reorganizations may be abandoned at any time prior to their consummation, before or after approval by shareholders of the Funds,Funds. The Boards evaluated all information available to them on a Fund-by-Fund basis and their determinations were made separately in the caserespect of a material breach of the Reorganization Agreement, failure to satisfy a condition specified in the Reorganization Agreement,each Fund. The Boards noted some factors may have been more or in certain other circumstances. The completion of the Reorganizations also are subject to various conditions, including: (1) completion of all necessary filings with the Securities and Exchange Commission and state securities authorities; (2) the receipt of all material consents, orders and permits of federal, state, and local regulatory authorities necessary to consummate the Reorganizations; (3) delivery of a legal opinion regarding the federal income tax consequences of the Reorganizations; (4) the issuance by each New Fund of an initial share to WRIMCO or its affiliate, to permit WRIMCO or its affiliate to take all necessary actions as the New Fund’s sole shareholder that are required to be taken by the New Fund; (5) the New Trust (on behalf of the New Funds) shall have entered into or adopted, as applicable, an investment management agreement, a service plan pursuant to Rule 12b-1 under the 1940 Act, and such other agreements and plans necessary for each New Fund’s operations; and (6) other customary corporate and securities matters. Subject to the satisfaction of those conditions, the Reorganizations will take place immediately after the close of business on the Closing Date. The Reorganization Agreement provides that either the
23
Corporation or the New Trust may waive compliance with any of the covenants or conditions made therein for the benefit of the Fund or New Fund, as applicable, if, in the judgment of the Board, such waiver will not have a material adverse effect on the Fund’s shareholders other than the requirement listed in clause (3) above.
For the Reorganizations to occur, each Fund’s shareholders will need to approve its Reorganization. Accordingly, the consummation of the Reorganizations is contingent on the consummation of all of the other Reorganizations. In the event that shareholders of a Fund do not approve the Reorganization Agreement or the Reorganizations are not consummated for any other reason, the Board will consider other courses of action.
What are the federal income tax consequences of the Reorganizations?
The Reorganizations are intended to qualify for federal income tax purposes as a tax-free reorganization under section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).
As a condition to consummation of the Reorganizations, the Corporation and the New Trust will receive an opinion from K&L Gates (“Opinion”) substantially to the effect that, for federal income tax purposes, with respect to each Reorganization and the Fund and the New Fund participating therein:
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The Opinion will be based on the facts and assumptions mentioned therein and conditioned on (a) the representations of the Corporation and the New Trust set forth in the Reorganization Agreement (and, if requested, in separate letters to K&L Gates) being true and complete on the Closing Date and (b) the Reorganizations’ being completed in accordance with the Reorganization Agreement (without the waiver or modification of any terms or conditions thereof and without taking into account any amendment thereof that K&L Gates has not approved). Notwithstanding clauses (2) and (5) above, the Opinion may state that no opinion is expressed as to the effect of a Reorganization on the Fund or the New Fund participating therein or the shareholders thereofless important with respect to any transferred asset asparticular 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 which any unrealized gain or loss is requiredvote in favor of the proposed New Investment Advisory Agreement and to be recognized for federal income tax purposes atrecommend approval of the endproposed New Investment Advisory Agreement by shareholders of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting.
COMPARISON OF THE NEW FUNDS AND THE FUNDS
How will the New Funds be organized?
The Corporation is currently organized as a Maryland corporation. If the Reorganizations are approved, each Fund will reorganize into a corresponding seriesFunds.
Under the Trust Instrument and By-Laws of the New Trust, the Board of the New Trust will have more flexibility than the Board of the Corporation and, subject to applicable requirements of the 1940 Act and Delaware law, broader authority to act, as further described below. The increased flexibility may allow the Board of the New Trust to react more quickly to changes in competitive and regulatory conditions and, as a consequence, may allow the New Funds to operate in a more efficient and economical manner and will reduce the circumstances in which shareholder approval will be required. Delaware law also promotes ease of administration by permitting
25
the Board of the New Trust to take certain actions, for example, establishing new investment series, without filing additional documentation with the state, which would otherwise require additional time and costs.
Importantly, the Trustees of the New Trust will have the same fiduciary obligations to act with due care and in the interest of the New Funds and their shareholders as do the Directors of the Corporation with respect to the Funds and their shareholders.
The New Trust provides for dollar-weighted shareholder voting, rather than the voting by number of shares that applies with respect to the Corporation. Under the Trust Instrument of the New Trust, the number of votes to which a shareholder of the New Trust will be entitled will be equal to the value of his or her investment in the New Trust as of the applicable record date, rather than the number of shares of the New Fund(s) held by the shareholder. For example, a shareholder owning 1000 shares of a Fund having a net asset value per share of $10 has 1000 votes with an investment of $10,000, and a shareholder owning 2000 shares of another Fund having a net asset value of $5 has 2000 votes with an investment of $10,000. Following the Reorganizations of these Funds, each shareholder would have 10,000 votes, the value of the shareholder’s investments. The Board of Directors considered various factors relating to dollar-weighted voting and also compared dollar-weighted voting to voting by number of shares and determined that using dollar-weighted voting under the proposed structure for the Trust is appropriate since dollar-weighted voting ties shareholder voting to economic interest.
Certain other similarities and differences between the New Trust and the Corporation are summarized in Exhibit B, although this is not a complete comparison. Shareholders should refer to the provisions of the governing documents and the relevant state law directly for a more thorough comparison. Copies of the governing documents are available to shareholders without charge upon written request to Waddell & Reed, 6300 Lamar Avenue, P.O. Box 29217, Shawnee Mission, Kansas 66201-9217.
What will happen to each Fund’s investment management agreement with WRIMCO?
The Reorganization Agreement requires the New Trust to enter into an investment management agreement with respect to each of the New Funds. The approval by a Fund’s shareholders of the Reorganization Agreement will constitute shareholder approval of the investment management agreement with WRIMCO with respect to the corresponding New Fund. This means that, if the Reorganization Agreement for a Fund is approved by its shareholders and the Reorganization of the Fund occurs, the new investment management agreement with WRIMCO with respect to the corresponding New Fund will be substantially identical to the current investment management agreement with the Fund.
Will the management fees for the New Funds be different?
No. The Funds currently do not have a contractual management fee and there is no contractual management fee for each New Fund.
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What will happen to each Fund’s service plan?
Each Fund has adopted a service plan in accordance with Rule 12b-1 under the 1940 Act (“Current 12b-1 Plan”). If a Fund’s Reorganization is approved, the corresponding New Fund, will adopt new service plans in accordance with Rule 12b-1 (“New 12b-1 Plans”). The terms and fees of the New 12b-1 Plans are the same as those of the Current 12b-1 Plans.
The Board of the Corporation, including the Directors who are not “interested persons” (as defined in the 1940 Act) of any party to the Current 12b-1 Plans or its affiliates, last approved the continuation of the Current 12b-1 Plans on August 13, 2008.
Each Current 12b-1 Plan can be terminated at any time by a vote of a majority of the Disinterested Directors or by a vote of a majority“1940 Act majority” of the outstanding voting securities of each Fund. For these purposes and as used herein, a Fund. Each New 12b-1 Plan will be terminable at any time by a“1940 Act Majority” is the vote of a majority(1) 67% or more of the Trustees who are not “interested persons” (within the meaning of the 1940 Act) of the New Trust (“Disinterested Trustees”) or by a votevoting securities of a majorityFund entitled to vote on the Proposal that are present at the Second Meeting, if the holders of more than 50% of the outstanding votesshares are present or represented by proxy, or (2) more than 50% of a New Fund. Any changethe outstanding voting securities entitled to any 12b-1 Plan that would materially increasevote on the costs toProposal, whichever is less. Shareholders of each Fund will vote separately on the relevant classProposal, and all shareholders of all classes of shares of a fund may not be instituted withoutFund will vote together as a single class on the Proposal. The approval of the outstanding votes of that class, any class of shares that converts into that class and a majority of the Disinterested Directors or Disinterested Trustees, as applicable.
How will the Current Funds’ investment objectives change?
The Funds’ investment objectives will remain the same and will continue to be classified as non-fundamental.
How will the investment restrictions of theproposed New Funds differ from the investment restrictions of the Funds?
The 1940 Act requires each registered investment company to adopt fundamental investment restrictionsInvestment Advisory Agreement with respect to several specific types of activities, includingany one Fund is not contingent upon the fund’s ability to:
concentrate its investments inapproval by anyparticular industry or group ofindustries;borrow money;issue senior securities;make loans tootherpersons;purchase or sell real estate;purchase or sell commodities; andunderwrite securities issued by other persons.
27
In order to amend or eliminate a fund’s fundamental investment restrictions,Fund. If the 1940 Act requires that any such change beNew Investment Advisory Agreement is approved by shareholders, of a majority ofDMC will manage the fund’s outstanding voting securities. Pursuant toFunds effective upon the requirements ofClosing. If the 1940 Act, each Fund has adopted certain fundamental investment restrictions with respect to the activities listed above. Each Fund also has certain fundamental investment restrictionsTransaction is not required by the 1940 Act.
In connection with the Reorganizations,consummated, the New Funds will adopt uniform fundamental investment restrictions to provide a uniform set of fundamental investment restrictions, limited to those required by the 1940 Act to be fundamental, and that are not more restrictive than what is required by the 1940 Act. The Board of the Corporation has reviewed and approved the modifications to the fundamental investment restrictions of the Funds that will be applicable to the corresponding New Funds.
In general, the purpose of the modifications is to permit the New Funds greater flexibility in portfolio management, consolidate minor differences, simplify compliance monitoring and/or make the restrictions uniform among all New Funds. The New FundsInvestment Advisory Agreement Proposal will not have different investment objectives or different principal investment strategies as a result of the modifications to, or in some cases elimination of, the corresponding Funds’ fundamental investment restrictions; however, certain New Funds will be permitted to make investments which their corresponding Funds could not.
Exhibit C lists and describes each fundamental investment restriction for each Fund and the corresponding fundamental investment restriction,implemented, even if any, for its corresponding New Fund. In addition, Exhibit C includes a brief summary of the material differences, if any, between a fundamental investment restriction for the Fund and its corresponding New Fund. For the fundamental investment restrictions that are being eliminated, Exhibit C also describes the corresponding non-fundamental investment restriction, if any, for each corresponding New Fund.
REQUIRED VOTE
Approval of Proposal 2 will be determined separately for each Fund. The consummation of a Reorganization is contingent on the approval of the Reorganization Agreementapproved by each Fund’s shareholders. Approval of Proposal 2 for a Fund requires the favorable vote of the holders of a majority of the shares cast in person or by proxy of that Fund, provided a quorum is present.
SHAREHOLDERS OF EACH FUND VOTE
28
GENERAL INFORMATION ABOUT MANAGERS EXEMPTIVE ORDER
Management“MANAGER OF MANAGERS PROPOSAL”)
WRIMCO and WRSCO are wholly owned subsidiaries of Waddell & Reed. Waddell & Reed is a wholly owned subsidiary of Waddell & Reed Financial Services, Inc., a holding company that is a wholly owned subsidiary of Waddell & Reed Financial, Inc., a publicly held company.
Investment Manager
Each Fund and each ofconclusions, the funds in Waddell & Reed Advisors Funds and Ivy Funds Variable Insurance Portfolios, Inc. is managed by WRIMCO, subject to the authorityBoard of each fund’s Board of Trustees and Board of Directors. WRIMCO provides investment advice to these funds and supervises each fund’s investments. WRIMCO and/or its predecessor have served as investment manager to each of these funds since its inception.
The Corporation,Trust, on behalf of each Fund, has an Investment Management Agreement (“Management Agreement”) with WRIMCO. Underunanimously believes that the Management Agreement, WRIMCO is employed to supervise the investmentsapproval of the FundNew Order is in the best interest of shareholders and provide investment advice tounanimously recommends you vote FOR the Fund. The Management Agreement obligates WRIMCO to make investments for the accountManager of Managers Proposal.
Following the Reorganizations, WRIMCO will continue to serve the New Funds as their investment manager.
Administrative and Shareholder Servicing Agent and Accounting Services Agent
WRSCO performs administrative and shareholder servicing functions, including the maintenance of shareholder accounts, the issuance, transfer and redemption of shares, distribution of dividends and payment of redemptions, the furnishing of related information to each Fund and handling of shareholder inquiries, pursuant to an Administrative and Shareholder Servicing Agreement with the Corporation on behalf of each Fund. WRSCO also providesShareholders of each Fund with bookkeepingwill vote separately on the Manager of Managers Proposal, and
29
accounting services and assistance including maintenance all shareholders of all classes of shares of a Fund will vote together as a single class on the Proposal. The approval of the Fund’s records,pricingManager 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 Fund’s shares, preparationTransaction. If shareholders do not approve the Manager of prospectuses for existing shareholders, and preparation of proxy statements and certain shareholder reports, pursuant to an Accounting Services Agreement with the Corporation on behalf of each Fund. WRSCO also provides services related to the InvestEd Plan.
Underwriter
Waddell & Reed serves as the principal underwriter for the Funds.
Custodian
Each Fund’s custodian is UMB Bank, n.a., whose address is 928 Grand Boulevard, Kansas City, Missouri. In general, the custodian is responsible for holding the Fund’s cash and securities.
Independent Registered Public Accounting Firm
Deloitte & Touche LLP (“D&T”), located at 1100 Walnut, Suite 3300, Kansas City, Missouri, is the Funds’ independent registered public accounting firm that audits the Funds’ financial statements. Representatives of D&T are not expected to be present at the Meeting.
The Corporation’s Audit Committee selected D&T to act as the independent registered public accounting firm for each Fund for its current fiscal year. The selection of D&T was also approved by the Board and the Disinterested Directors. D&T has advised the Funds that, to the best of its knowledge and belief, as of February 3, 2009, no D&T professional had any direct or material indirect ownership interest in any Fund inconsistent with independent professional standards pertaining to accountants. Certain information concerning the fees and services provided by D&T to the Funds and to WRIMCO and its affiliates for the most recent fiscal years of the Funds is provided below.
The tables below set forth the fees billed by D&T for each of the last two fiscal years of the Funds.
30
Audit Fees
The aggregate fees billed by D&T for the audit of the annual financial statements of the Funds for the fiscal years ended December 31, 2008 and December 31, 2007, and for the review of the financial statements included in the Funds’ regulatory filings are as shown in the table below.
| Audit Fees Billed | ||||
| Fiscal Year | Fiscal Year | |||
| Ended | Ended | |||
| December 31, 2008 | December 31, 2007 | |||
| $24,900 | $20,160 | |||
Audit-Related Fees
The aggregate audit-related fees billed by D&T for the fiscal years ended December 31, 2008 and December 31, 2007, for assurance and related services reasonably related to the performance of the audit of the Funds’ annual financial statements not included inAudit Fees are as shown in the table below. These fees are related to the review of the Funds’ Form N-1A.
| Audit-Related Fees Billed | ||||
| Fiscal Year | Fiscal Year | |||
| Ended | Ended | |||
| December 31, 2008 | December 31, 2007 | |||
| $2,100 | $2,000 | |||
Tax Fees
The aggregate fees billed by D&T for the fiscal years ended December 31, 2008 and December 31, 2007, for tax compliance, tax advice, and tax planning are as shown in the table below. These fees are related to the review of the Funds’ tax returns.
| Tax Fees Billed | ||||
| Fiscal Year | Fiscal Year | |||
| Ended | Ended | |||
| December 31, 2008 | December 31, 2007 | |||
| $5,100 | $7,050 | |||
All Other Fees
Aggregate fees billed by D&T for the fiscal years ended December 31, 2008 and December 31, 2007, for other services provided to the Funds are as shown in the table below. These fees are related to the review of internal control.
| All Other Fees | ||||
| Fiscal Year | Fiscal Year | |||
| Ended | Ended | |||
| December 31, 2008 | December 31, 2007 | |||
| $240 | $180 | |||
31
Non-Audit Fees
Aggregate fees billed by D&T for the fiscal years ended December 31, 2008 and December 31, 2007, for non-audit services to the Funds, WRIMCO and any entity controlling, controlled by or under common control with WRIMCO that provides ongoing services to the Funds are as shown in the table below.
| Aggregate Non-Audit Fees | ||||
| Fiscal Year | Fiscal Year | |||
| Ended | Ended | |||
| December 31, 2008 | December 31, 2007 | |||
| $147,902 | $128,065 | |||
The Audit Committee considers all audit services to be provided by the Funds’ independent registered public accounting firm and pre-approves all such audit services.
Except as provided below, the Audit Committee’s prior approval is necessary for the engagement of the independent registered public accounting firm to provide any audit or non-audit servicesManagers Proposal for a Fund, or any non-audit servicesthe Board will consider what other actions to take for WRIMCO or any entity controlling, controlled by or under common control with WRIMCO that provides ongoing services to the Fund, whereincluding whether to re-solicit shareholders for the engagement relates directly toManager of Managers Proposal or solicit shareholders for approval of affiliated and unaffiliated sub-advisory agreements. If the operations and financial reportingTransaction is not consummated, the Manager of the Fund. Non-audit services that qualify under thede minimis exception described in the Securities Exchange Act of 1934, and applicable rules thereunder, that wereManagers Proposal will not pre-approved by the Audit Committee must be implemented, even if approved by the Audit Committee prior to the completion of the audit. Pre-approval by the Audit Committee is not required for engagements entered into pursuant to (i) pre-approval policies and procedures established by the Audit Committee, or (ii) pre-approval granted by one or more members of the Audit Committee to whom, or by a subcommittee to which, the Audit Committee has delegated pre-approval authority, provided in either case that the Audit Committee is informed of each such service at its next regular meeting.shareholders.
For the Funds’ fiscal years ended December 31, 2008 and December 31, 2007, the Audit Committee did not waive the pre-approval requirement of any non-audit services to be provided to the Funds by D&T.
32
33
EXHIBITS INDEX
34
EXHIBIT A
FORM OF AGREEMENT AND PLAN OF REORGANIZATION AND TERMINATION
THIS AGREEMENT AND PLAN OF REORGANIZATION AND TERMINATION (“Agreement”) is made
Each Investment Company wishes to effect three reorganizations described“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 section 368(a)(1)(F)favor of the Internal Revenue CodeTrustee Election Proposal. Broker-dealers who are not members of 1986,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.
| 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 |
| 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 |
| 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 |
| 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 |
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 | ||
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 |
| 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 | |
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 |
| 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 |
New Trust’s board of trustees and Old Corporation’s board of directors (each, a“Board”), in each case including a majority of itsBoard or, as applicable, the Board members who are not “interested persons” (asof the Trusts, as that term is defined in the Investment Company Act of 1940, as amended
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(“1940 (the “1940 Act”)) (“Non-Interested Persons”) of either Investment Company, (1) has duly adopted and approved this Agreement and the transactions contemplated hereby and (2) has determined that participation in the Reorganization is in the best interests of its Fund and that the investment interests of its Fund’s existing stockholders/ shareholders will not be diluted as a result of the Reorganization.
Old Fund is authorized to issue and has outstanding one class of shares of common stock (“Old Fund Shares”). New Fund will have one class of shares of beneficial interest (“New Fund Shares”). The rights, powers, privileges, and obligations of the New Fund Shares will be identical to those of the Old Fund Shares, except as to the determination of the number of votes to which each record shareholder is entitled.
In consideration of the mutual promises contained herein, the Investment Companies agree as follows:
1.PLAN OF REORGANIZATION AND TERMINATION
1.1 Subject to the requisite approval of Old Fund’s stockholders and the terms and conditions set forth herein, Old Fund shall assign, sell, convey, transfer, and deliver all of its assets described in paragraph 1.2 (“Assets”) to New Fund. In exchange therefor, New Fund shall:
Those transactions shall take place at theClosing (as defined in paragraph 2.1).
1.2 The Assets shall consist of all assets and property Old Fund owns as of theEffective Time (as defined in paragraph 2.1), including all cash, cash equivalents, securities, commodities, futures interests, receivables (including interest and dividends receivable), claims and rights of action, rights to register stock under applicable securities laws, books and records, and deferred and prepaid expenses (other than unamortized organizational expenses) shown as assets on Old Fund’s books.
1.3 The Liabilities shall consist of all of Old Fund’s liabilities, debts, obligations, and duties of whatever kind or nature existing as of the Effective Time, whether absolute, accrued, contingent, or otherwise, whether known or unknown, whether or not arising in the ordinary course of business, whether or not determinable as of the Effective Time, and whether or not specifically referred to in this Agreement, excludingReorganization Expense (as defined in paragraph 3.3(f)) borne by Waddell & Reed
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Investment Management Company, Old Fund’s investment manager (“WRIMCO”(the “Independent Trustees”), pursuant to paragraph 6. Notwithstanding the foregoing, Old Fund agrees to use its best efforts to discharge all its known Liabilities before the Effective Time.
1.4 At or before the Closing, New Fund shall redeem theInitial Share (as defined in paragraph 5.5) for the price at which it is issued pursuant to that paragraph. As of the Effective Time (or as soon thereafter as is reasonably practicable), Old Fund shall distribute the New Fund Shares it receives pursuant to paragraph 1.1(a) to its stockholders of record determined as of the Effective Time (each, a“Stockholder”), in proportion to their Old Fund Shares then held of record and in constructive exchange for their Old Fund Shares, and shall completely liquidate. That distribution shall be accomplished by New Trust’s transfer agent’s opening accounts on New Fund’s share transfer books in the Stockholders’ names and transferring those New Fund Shares thereto. Pursuant to that transfer, each Stockholder’s account shall be credited with the number of full and fractional New Fund Shares equal to the number of full and fractional Old Fund Shares that Stockholder holds as of the Effective Time. The aggregate net asset value of New Fund Shares to be so credited to each Stockholder’s account shall equal the aggregate net asset value of the Old Fund Shares that Stockholder owned as of the Effective Time. All issued and outstanding Old Fund Shares, including any represented by certificates, shall simultaneously be canceled on Old Fund’s share transfer books. New Trust shall not issue certificates representing the New Fund Shares issued in connection with the Reorganization.
1.5 As soon as reasonably practicable after distribution of the New Fund Shares pursuant to paragraph 1.4, but in all events within six months after the Effective Time, Old Fund shall be terminated as a series of Old Corporation and any further actions shall be taken in connection therewith as required by applicable law.
1.6 Any reporting responsibility of Old Fund to a public authority, including the responsibility for filing regulatory reports, tax returns, and other documents with the Securities and Exchange Commission (“Commission”), any state securities commission, any federal, state, and local tax authorities, and any other relevant regulatory authority, is and shall remain its responsibility up to and including the date on which it is terminated.
1.7 Any transfer taxes payable on issuance of New Fund Shares in a name other than that of the registered holder on Old Fund’s share transfer books of the Old Fund Shares actually or constructively exchanged therefor shall be paid by the person to whom those New Fund Shares are to be issued, as a condition of that transfer.
2.CLOSING AND EFFECTIVE TIME
2.1 The Reorganization, together with related acts necessary to consummate the same (“Closing”), shall occur at the Investment Companies’ offices on or about April 30, 2009, or at such other place and/or on such other date as to which
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they may agree. All acts taking place at the Closing shall be deemed to take place simultaneously immediately after the close of business (i.e., 3:00 p.m., Central time) on the date thereof (“Effective Time”).
2.2 Old Corporation (a) shall direct its fund accounting agent to deliver at the Closing a certificate of an authorized officer verifying that the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Old Corporation, on Old Fund’s behalf, to New Trust, on New Fund’s behalf, as reflected on New Fund’s books immediately after the Closing, does or will conform to that information on Old Fund’s books immediately before the Closing and (b) shall direct the custodian of its assets to deliver at the Closing a certificate of an authorized officer stating that the Assets it holds on Old Fund’s behalf will be transferred to New Trust, on New Fund’s behalf, as of the Effective Time.
2.3 Old Corporation shall direct its transfer agent to deliver at the Closing a certificate of an authorized officer stating that Old Fund’s share transfer books contain the number of full and fractional outstanding Old Fund Shares each Stockholder owned as of the Effective Time.
2.4 New Trust shall direct its transfer agent to deliver at the Closing a certificate as to the opening of accounts in the Stockholders’ names on New Fund’s shareholder records. New Trust shall issue and deliver to Old Corporation a confirmation, or other evidence satisfactory to Old Corporation, that the New Fund Shares to be credited to Old Fund as of the Effective Time have been credited to Old Fund’s account on those records.
2.5 At the Closing, each Investment Company shall deliver to the other (a) bills of sale, checks, assignments, stock certificates, receipts, and/or other documents the other Investment Company or its counsel reasonably requests and (b) a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient, and dated the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct as of the Effective Time except as they may be affected by the transactions contemplated hereby.
3.REPRESENTATIONS AND WARRANTIES
3.1 Old Corporation, on Old Fund’s behalf, represents and warrants to New Trust, on New Fund’s behalf as follows:
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3.2 New Trust, on New Fund’s behalf, represents and warrants to Old Corporation, on Old Fund’s behalf, as follows:
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3.3 Each Investment Company, on its Fund’s behalf, represents and warrants to the other Investment Company, on its Fund’s behalf, as follows:
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4.COVENANTS
4.1 Old Corporation covenants to call a meeting of Old Fund’s stockholders to consider and act on this Agreement and to take all other action necessary to obtain approval of the transactions contemplated herein (“Stockholders Meeting”).
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4.2 Old Corporation covenants that the New Fund Shares to be delivered hereunder are not being acquired for the purpose of making any distribution thereof, other than in accordance with the terms hereof.
4.3 Old Corporation covenants that it will assist New Trust in obtaining information New Trust reasonably requests concerning the beneficial ownership of Old Fund Shares.
4.4 Old Corporation covenants that it will turn over its books and records pertaining to Old Fund (including all books and records required to be maintained under the 1940 Act and the rules and regulations thereunder) to New Trust at the Closing.
4.5 New Trust covenants to cooperate with Old Corporation in preparing the Proxy Statement in compliance with applicable Federal Securities Laws.
4.6 Each Investment Company covenants that it will, from time to time, as and when requested by the other, execute and deliver or cause to be executed and delivered all assignments and other instruments, and will take or cause to be taken further action, the other Investment Company deems necessary or desirable in order to vest in, and confirm to, (a) New Trust, on New Fund’s behalf, title to and possession of all the Assets, and (b) Old Corporation, on Old Fund’s behalf, title to and possession of the New Fund Shares to be delivered hereunder, and otherwise to carry out the intent and purpose hereof.
4.7 New Trust covenants to use all reasonable efforts to obtain the approvals and authorizations required by the Federal Securities Laws and state securities laws it deems appropriate to commence and continue New Fund’s operations after the Effective Time and further covenants to adopt the registration statement referred to in paragraph 3.3(a)(2) as of the Effective Time.
4.8 Subject to this Agreement, each Investment Company covenants to take or cause to be taken all actions, and to do or cause to be done all things, reasonably necessary, proper, or advisable to consummate and effectuate the transactions contemplated hereby.
5.CONDITIONS PRECEDENT
Each Investment Company’s obligations hereunder shall be subject to (a) performance by the other Investment Company of all its obligations to be performed hereunder at or before the Closing, (b) all representations and warranties of the other Investment Company contained herein being true and correct in all
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material respects as of the date hereof and, except as they may be affected by the transactions contemplated hereby, as of the Effective Time, with the same force and effect as if made as of that time, and (c) the following further conditions that, as of or before that time:
5.1 This Agreement and the transactions contemplated hereby shall have been duly adopted and approved by both Boards and by Acquired Fund’s stockholders at the Stockholders Meeting.
5.2 All necessary filings shall have been made with the Commission and state securities authorities, and no order or directive shall have been received that any other or further action is required to permit the parties to carry out the transactions contemplated hereby. The Commission shall not have issued an unfavorable report with respect to the Reorganization under section 25(b) of the 1940 Act nor instituted any proceedings seeking to enjoin consummation of the transactions contemplated hereby under section 25(c) of the 1940 Act. All consents, orders, and permits of federal, state, and local regulatory authorities (including the Commission and state securities authorities) either Investment Company deems necessary to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain same would not involve a risk of a material adverse effect on either Fund’s assets or properties;
5.3 As of the Effective Time, no action, suit, or other proceeding shall be pending (or, to either Investment Company’s knowledge, threatened to be commenced) before any court, governmental agency, or arbitrator in which it is sought to enjoin the performance of, restrain, prohibit, affect the enforceability of, or obtain damages or other relief in connection with, the transactions contemplated hereby; provided that at any time before the Closing, either Investment Company may waive this condition if, in the judgment of its Board, that waiver will not have a material adverse effect on its stockholders’/shareholders’ interests;
5.4 The Investment Companies shall have received an opinion of K&L Gates LLP (“Counsel”) as to the federal income tax consequences mentioned below (“Tax Opinion”). In rendering the Tax Opinion, Counsel may rely as to factual matters, exclusively and without independent verification, on the representations and warranties made in this Agreement, which Counsel may treat as representations and warranties made to it, and in separate letters, if requested, addressed to it. The Tax Opinion shall be substantially to the effect that -- based on the facts and assumptions mentioned therein and conditioned on those representations and warranties’ being true and complete as of the Effective Time and consummation of the Reorganization
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in accordance with this Agreement (without the waiver or modification of any terms or conditions hereof and without taking into account any amendment hereof that Counsel has not approved) - -- for federal income tax purposes:
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Notwithstanding subparagraphs (b) and (d), the Tax Opinion may state that no opinion is expressed as to the effect of the Reorganization on the Funds or any Stockholder with respect to any Asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting;
5.5 Before the Closing, New Trust’s Board shall have authorized the issuance of, and New Trust shall have issued, one New Fund Share (“Initial Share”) to WRIMCO or an affiliate thereof, in consideration of the payment of $10.00 (or other amount that Board determines), to take whatever action it may be required to take as New Fund’s sole shareholder pursuant to paragraph 5.6; and
5.6 New Trust shall have entered into, or adopted, as appropriate, an investment management agreement and other agreements and plans necessary for New Fund’s operation as a series of an open-end management investment company. Each such agreement and plan shall have been approved by New Trust’s Board and, to the extent required by law (as interpreted by Commission staff positions), by its trustees who are Non-Interested Persons thereof and by WRIMCO or its affiliate as New Fund’s sole shareholder.
At any time before the Closing, either Investment Company may waive any of the foregoing conditions (except those set forth in paragraphs 5.1 and 5.4) if, in the judgment of its Board, such waiver will not have a material adverse effect on its Fund’s stockholders/shareholders’ interests.
6.EXPENSES
Subject to complying with the representation contained in paragraph 3.3(f), the Reorganization Expenses will be borne entirely by WRIMCO.The Reorganization Expenses include fees and expenses related to printing, mailing, and soliciting proxies and tabulating votes, expenses of holding stockholders meetings, and accounting, legal, and custodial fees and expenses. Notwithstanding the foregoing, expenses shall be paid by the party directly incurring them if and to the extent that the payment thereof by another person would result in that party’s disqualification as a RIC or would prevent the Reorganization from qualifying as a tax-free reorganization.
7.ENTIRE AGREEMENT; NO SURVIVAL
Neither Investment Company has made any representation, warranty, or covenant not set forth herein, and this Agreement constitutes the entire agreement between the Investment Companies. The representations, warranties, and covenants contained herein or in any document delivered pursuant hereto or in connection herewith shall not survive the Closing.
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8.TERMINATION
This Agreement may be terminated at any time at or before the Closing:
8.1 By either Investment Company (a) in the event of the other Investment Company’s material breach of any representation, warranty, or covenant contained herein to be performed at or before the Closing, (b) if a condition to its obligations has not been met and it reasonably appears that that condition will not or cannot be met, (c) if a governmental body issues an order, decree, or ruling having the effect of permanently enjoining, restraining, or otherwise prohibiting consummation of the Reorganization, or (d) if the Closing has not occurred on or before September 30, 2009, or such other date as to which the Investment Companies agree; or
8.2 By the Investment Companies’ mutual agreement.
In the event of termination under paragraphs 8.1(c) or (d) or 8.2, neither Investment Company (nor its directors/trustees, officers, or stockholders/shareholders) shall have any liability to the other Investment Company.
9.AMENDMENTS
The Investment Companies may amend, modify, or supplement this Agreement at any time in any manner they mutually agree on in writing, notwithstanding Old Fund’s stockholders’ approval thereof; provided that, following that approval no such amendment, modification, or supplement shall have a material adverse effect on the Stockholders’ interests.
10.SEVERABILITY
Any term or provision hereof that is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of that invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions hereof or affecting the validity or enforceability of any of the terms and provisions hereof in any other jurisdiction.
11.MISCELLANEOUS
11.1 This Agreement shall be construed and interpreted in accordance with the internal laws of the State of Delaware; provided that, in the case of any conflict between those laws and the Federal Securities Laws, the latter shall govern.
11.2 Nothing expressed or implied herein is intended or shall be construed to confer on or give any person, firm, trust, or corporation other than each Investment Company and its respective successors and assigns any rights or remedies under or by reason of this Agreement.
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11.3 Notice is hereby given that this instrument is executed and delivered on behalf of New Trust’s trustees solely in their capacities as trustees and not individually. Each Investment Company’s obligations under this Agreement are not binding on or enforceable against any of its directors/trustees, officers, or stockholders/shareholders but are only binding on and enforceable against its property attributable to and held for the benefit of the Fund and not its property attributable to and held for the benefit of any other series thereof. Each Investment Company, in asserting any rights or claims under this Agreement, shall look only to those respective properties in settlement of those rights or claims and not to those directors/ trustees, officers, or stockholders/shareholders.
11.4 This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been executed by each Investment Company and delivered to the other Investment Company. The headings contained herein are for reference purposes only and shall not affect in any way the meaning or interpretation hereof.
IN WITNESS WHEREOF, each party has caused this Agreement to be executed and delivered by its duly authorized officer as of the day and year first written above.
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Schedule A
EXHIBIT B
COMPARISON OF CERTAIN ATTRIBUTES OF THE CORPORATIONAND THE NEW TRUST
Quorum for Board Meetings/Board Action by Written Consent
Both the New Trust and the Corporation require a majority of the Board members present at a duly called Board meeting where a quorum is present to approve matters at a Board meeting. For both the New Trust and the Corporation, a quorum for a Board meeting is a majority of the Trustees or Directors, respectively.
The New Trust differs from the Corporation regarding actions by written consent, since the New Trust allows the Trustees to approve matters by written consent of at least a majority of the Trustees and at least 70% of the Disinterested Trustees. Maryland law requires a written consent to be approved unanimously by the Directors.
Delegation of Powers
The New Trust differs from the Corporation on the delegation of powers, since the Trustees of the New Trust can delegate such authority as they consider desirable to any officers of the New Trust and to any agent, independent contractor, manager, investment adviser, sub-advisers, custodian, administrator, underwriter or other service provider. Under Maryland law, the Directors of the Corporation may not delegate certain duties. For example, the Directors of the Corporation cannot delegate the declaration of distributions or the setting of record dates for shareholder meetings.
Removal of Trustees
The New Trust differs from the Corporation with respect to the removal of Board members. The New Trust allows a Trustee to be removed with cause at any time by a written instrument signed by at least two-thirds of the other Trustees. The Corporation does not allow a Director to be removed by other Directors. In addition, the New Trust increases the voting requirement for shareholder removal of a Trustee to at least two-thirds of the outstanding shares, which is greater than the majority vote required for shareholders to remove a Director of the Corporation.
Shareholder Liability
Liability is limited for shareholders of the New Trust to the same extent as for shareholders of the Corporation. Under Maryland or Delaware law, shareholders have no personal liability for acts or obligations of the Corporation or the New Trust.
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Shareholder Voting Rights
The New Trust and the Corporation differ in a number of areas with respect to shareholder voting rights. The New Trust does not require a shareholder vote to amend the Trust Instrument or for reorganizations, mergers and consolidations, except in limited circumstances. (Amendment of the Trust Instrument by the Board of Trustees requires approval by at least a majority of Trustees and at least 70% of the Disinterested Trustees present at a meeting at which a quorum is present.) The Corporation would require a shareholder vote with respect to most amendments to the Articles of Incorporation (“Articles”) and for reorganizations, mergers and consolidations. However, for both the New Trust and the Corporation shareholder approval is required for a number of matters, such as electing Board members, approving investment management or sub-advisory agreements, approving plans of distribution adopted pursuant to Rule 12b-1 or changing a fundamental investment policy.
Voting by New Trust shareholders is dollar-weighted. Shareholders of the New Trust would be entitled to one vote for each dollar of net asset value of a New Fund they own. Shareholders of the Corporation are entitled to one vote per share owned.
Shareholder Meetings
Annual Meetings
Neither the New Trust nor the Corporation is required to hold annual shareholder meetings.
Quorums
For the New Trust or a New Fund, as applicable, a quorum is one-third of the shares entitled to vote. For the Corporation or a Fund, as applicable, a quorum is one-third of the outstanding shares.
Adjournment
Under the By-laws of the New Trust, the chairman of the meeting presides over the meeting and has the power to call adjournments for any reason. The Corporation does not differ on the ability of the chairman of the meeting to call adjournments for any reason, except that in the absence of a quorum, the chairman of the meeting or the shareholders present at the meeting may call an adjournment of the meeting.
Advance Notice
The notice provisions for a shareholder meeting differ for the New Trust and the Corporation. The New Trust requires notice of a shareholder meeting at least 10 days before the date of the meeting. The Corporation requires notice of a shareholder meeting not less than 10 days or more than 90 days before the date of the meeting.
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Record Date
The New Trust’s provisions regarding the record date for a shareholder meeting and for payment of dividends differ from those of the Corporation. The New Trust allows the Trustees to fix, in advance, a date up to 120 days before the date of any shareholder meeting as a record date for the determination of the shareholders entitled to notice of, and to vote at, any such meeting. No limitation is placed on the record date for the payment of dividends. The Corporation allows the Directors to fix a record date, in advance, not less than 10 days nor more than 90 days before the date of any shareholder meeting or the dividend payment date for the determination of the shareholders entitled to notice of, and to vote at, any such meeting or entitled to dividends.
Redemption of Shares
The New Trust may require the redemption of New Fund shares for any reason under terms set by the Trustees, including: the failure of a shareholder to supply a taxpayer identification number if required to do so, to maintain the minimum investment required, or to make payment when due for the purchase of shares; or if the share activity of the account is deemed by the Trustees to adversely affect the management of any New Fund. The Directors of the Corporation can only require shareholders to redeem shares if the aggregate net asset value of such shares is $500 or such other amount determined by the Directors.
Liability of Trustees and Officers/Indemnification/Advancement of Expenses
The Trustees and officers of the New Trust and the Directors and officers of the Corporation are not personally liable to, or for an obligation of, the entity unless there are certain ‘bad acts’ (e.g., willful misfeasance, bad faith, gross negligence, or reckless disregard of their duties) involved in their conduct.
The organizational documents or applicable state law of both the New Trust and the Corporation permit the Trustees, Directors and officers to be indemnified against liability to the maximum extent permitted by applicable law, including state law and the Investment Company Act of 1940. However, the New Trust and the Corporation differ somewhat as to the procedures for the Board’s determination that indemnification is appropriate.
The New Trust and the Corporation differ somewhat as to the procedures for advancement of expenses due to differences in state law; however, each allows advancement of expenses to the maximum extent permitted by applicable law.
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Liquidation
The New Trust does not need shareholder approval for liquidation of the New Trust or a New Fund. In contrast, shareholder approval is required for liquidation of the Corporation.
Rights of Inspection
Shareholders of the New Trust do not have a general right to inspect records, documents, accounts and books of the New Trust, unlike shareholders of the Corporation. The Bylaws of the New Trust provide that shareholders do not have the right to inspect any account, book or document of the New Trust except any account, book or document that is publicly available or as may be conferred by the Trustees. The Articles of the Corporation provide that shareholders are allowed to inspect the records, documents, accounts and books of the Corporation as provided by Maryland law, subject to reasonable regulations of the Board. Maryland law permits any shareholders of the Corporation to inspect the by-laws, shareholder meeting minutes, annual statement of affairs and voting trust agreements of the corporation upon request. Maryland law also confers additional rights of inspection on shareholders who own more than 5% of any class of outstanding shares of a corporation and allows them to inspect the books of account and stock ledger, a statement of affairs and shareholder lists.
Derivative Actions
In order to bring a derivative action, shareholders of the New Trust and shareholders of the Corporation must first make a demand upon the Board to bring a lawsuit on behalf of the entity and the demand must be refused. In each case, such shareholders of the New Trust or Corporation must be shareholders at the time of commencing the action and at the time of the disputed transactions. However, the New Trust and the Corporation differ somewhat as to the procedures required by state law for a shareholder to bring a derivative action.
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The foregoing is only a summary of certain characteristics of the operations of the New Trust and the Corporation, their relevant governing documents and relevant business trust or corporate state law. The foregoing is not a complete description of the documents cited. Shareholders should refer to the provisions of such documents and state laws governing the New Trust and the Corporation for a more thorough description. Copies of these governing documents are available to shareholders without charge upon written request to Waddell & Reed, Inc., 6300 Lamar Avenue, P.O. Box 29217, Shawnee Mission, Kansas 66201-9217.
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EXHIBIT C
COMPARISON OF THE FUNDS’ AND NEW FUNDS’ FUNDAMENTALINVESTMENT RESTRICTIONS
Listed below are the fundamental investment restrictions for each Fund which is proposed to be reorganized as a series of Waddell & Reed InvestEd Portfolios (each, a “Fund” and together, the “Funds”) and the changes proposed for the corresponding New Funds (each, a “New Fund,” and together, the “New Funds”). Currently, there is not any change to the fundamental investment restrictions that would result in an increased risk to the New Funds. If a proposed fundamental investment restriction below is worded such that the investment is prohibited “except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptions”, a change in any applicable rule, regulation and/or exemption will trigger an automatic change to the New Fund’s fundamental investment restriction.
Concentration
The table below compares the fundamental investment restrictions on concentration for the Funds to the fundamental investment restriction for the New Funds. The new restriction permits each New Fund to invest up to 25% of its total assets in issuers in the same industry and does not limit investments in securities of the U.S. government or its agencies. The main purpose of the new restriction is to simplify the restriction and make it uniform among all New Funds and each of the other funds in the Advisors Fund Complex. There is no current intention for the New Funds to have different principal investment strategies than the Funds as a result of a change to this restriction.
The Fund may not purchase any security if, as a result of that purchase, 25% or more of the Fund’s total assets would be invested in securities of issuers having their principal business activities in the same industry, except that this limitation does not apply to securities issued or guaranteed by the U.S. government, its agencies or instrumentalities or to municipal securities, and the Fund will invest 25% or more of its total assets in the securities of other investment companies.
The Fund may not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities (“U.S. Government Securities”), securities of other investment companies and tax-exempt securities or such other securities as may be excluded for this purpose under the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief) if, as a result, such purchase would result in the concentration (as that term may be defined in the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief) of its total assets in securities of issuers in any one industry.
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Borrowing
The table below compares the fundamental investment restriction on borrowing for the Funds to the fundamental investment restriction for the New Funds. The new restriction notes that each New Fund may not borrow, except to the extent permitted by applicable law. With certain exceptions, such provisions generally limit borrowings to 331/3% of a Fund’s total assets. The main differences between the existing and new restrictions include the ability of a New Fund to borrow as permitted under applicable law, as opposed to borrowing only a certain amount. One of the purposes of the new restriction is to provide greater flexibility for the portfolio manager in managing the New Funds. Further, the new restriction would simplify compliance monitoring and make the restriction uniform among all New Funds and each of the other funds in the Advisors Fund Complex. There is no current intention for the New Funds to have different principal investment strategies from the Funds as a result of a change to this restriction.
The Fund may not issue senior securities or borrow money, except as permitted under the 1940 Act, and then not in excess of one-third of the Fund’s total assets (including the amount of the senior securities issued but reduced by any liabilities not constituting senior securities) at the time of the issuance or borrowing, except that the Fund may borrow up to an additional 5% of its total assets (not including the amount borrowed) for temporary or emergency purposes.
The Fund may not borrow money or issue senior securities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief.
Senior Securities
The table below compares the fundamental investment restrictions on senior securities for the Funds to the fundamental investment restriction for the New Funds. The only difference among the existing and new restrictions is that the new restriction permits investments in senior securities to the extent permitted under applicable law. There is no current intention for the New Funds to have different principal investment strategies from the Funds as a result of a change to this restriction.
The Fund may not issue senior securities or borrow money, except as permitted under the 1940 Act, and then not in excess of one-third of the Fund’s total assets (including the amount of the senior securities issued but reduced by any liabilities not constituting senior securities) at the time of the issuance or borrowing, except that the Fund may borrow up to an additional 5% of its total assets (not including the amount borrowed) for temporary or emergency purposes.
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The Fund may not borrow money or issue senior securities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief.
Loans
The table below compares the fundamental investment restriction on loans for the Funds to the fundamental investment restriction for the New Funds. The new restriction permits loans to the extent permitted under applicable law. Such provisions generally do not limit the loans that a Fund can make. In general, entering into repurchase agreements, acquiring any debt security or lending securities is not deemed to be the making of a loan for purposes of this restriction. However, a Fund is required to operate in accordance with any policy with respect to the making of loans that is set forth in its registration statement. The primary purpose of the change in this restriction is to simplify compliance monitoring and portfolio management by making the restriction uniform among all New Funds and each of the other funds in the Advisors Fund Complex. There is no current intention for the New Funds to have different principal investment strategies from the Funds as a result of a change to this restriction.
The Fund may not make loans, except through loans of portfolio securities or through repurchase agreements, provided that for purposes of this restriction, the acquisition of bonds, debentures, other debt securities or instruments, or participations or other interests therein and investments in government obligations, commercial paper, certificates of deposit, bankers’ acceptances or similar instruments will not be considered the making of a loan.
The Fund may make loans to the extent permitted under the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief.
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Real Estate
The table below compares the fundamental investment restrictions on real estate for the Funds to the fundamental investment restriction for the New Funds. Currently, no Fund is permitted to purchase or sell real estate except under certain circumstances, but all are permitted to own securities secured by real estate or interests therein, as well as securities of companies whose business consists in whole or in part of investing in real estate. As a general rule, the New Funds currently do not intend to purchase or sell real estate. The New Funds, however, wish to preserve the flexibility to invest in real estate, as well as real estate-related companies and companies whose business consists in whole or in part of investing in real estate, to the extent permitted under applicable law, consistent with their investment programs. Accordingly, the New Funds will not be restricted by the revised policy from purchasing or selling real estate, although a New Fund’s investment program may not contemplate these investments. There is no current intention for the New Funds to have different principal investment strategies from the Funds as a result of a change to this restriction.
The Fund may not purchase or sell real estate, except that investments in securities of issuers that invest in real estate and investments in mortgage-backed securities, mortgage participations or other instruments supported by interests in real estate are not subject to this limitation, and except that the Fund may exercise rights under agreements relating to such securities, including the right to enforce security interests and to hold real estate acquired by reason of such enforcement until that real estate can be liquidated in an orderly manner.
The Fund may not purchase or sell real estate, except to the extent permitted under the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief.
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Commodities
The table below compares the fundamental investment restrictions on commodities for the Funds to the fundamental investment restriction for the New Funds. The new restriction notes that each New Fund may not invest in commodities, contracts relating to commodities or options on contracts relating to commodities except to the extent permitted under applicable law. With certain exceptions, such provisions generally do not limit the commodities investments that a Fund can make. However, current SEC guidelines state that certain commodities investments may involve the creation of a senior security and would require that the Fund segregate assets to cover such investments. The restriction also clarifies that it does not prevent a New Fund from purchasing or selling foreign currency or purchasing, selling or entering into futures contracts, options, forward contracts, swaps, caps, floors, collars and other financial instruments as currently exist or may in the future be developed. The main purposes of the change are to clarify the exceptions and to make the restriction uniform among all New Funds and each of the other funds in the Advisors Fund Complex. There is no current intention for the New Funds to have different principal investment strategies from the Funds as a result of a change to this restriction.
The Fund may not purchase or sell physical commodities unless acquired as a result of owning securities or other instruments, but the Fund may purchase, sell or enter into financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments.
The Fund may not purchase or sell commodities, contracts relating to commodities or options on contracts relating to commodities except to the extent permitted under the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. This policy shall not prevent the Fund from purchasing or selling foreign currency or purchasing, selling or entering into futures contracts, options, forward contracts, swaps, caps, floors, collars and other financial instruments as currently exist or may in the future be developed.
C-5
Underwriting
The table below compares the fundamental investment restrictions on underwriting for the Funds to the fundamental investment restriction for the New Funds. The existing restrictions provide that a Fund may not engage in the underwriting of securities except to the extent that it may be deemed an underwriter under applicable federal securities laws with respect to the disposition of restricted securities. The new restriction maintains this limitation on underwriting except (1) to the extent that a New Fund may be deemed an underwriter under applicable federal securities laws with respect to the disposition of restricted securities or investments in other investment companies or (2) to the extent permitted by the 1940 Act. The purpose of the proposed change is to clarify the application of underwriter pursuant to the Securities Act of 1933 and to make the restriction uniform among all New Funds and each of the other funds in the Advisors Fund Complex. There is no current intention of the New Funds to have different principal investment strategies than the Funds as a result of a change to this restriction.
The Fund may not engage in the business of underwriting securities of other issuers, except to the extent that the Fund might be considered an underwriter under the Federal securities laws in connection with its disposition of portfolio securities.
The Fund may not engage in the business of underwriting securities except to the extent that the Fund may be considered an underwriter within the meaning of the Securities Act of 1933 in the acquisition, disposition or resale of its portfolio securities or in connection with investments in other investment companies, or to the extent otherwise permitted under the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief.
C-6
Diversification
The table below compares the fundamental investment restrictions on diversification for the Funds to the fundamental investment restriction for the New Funds. The New Funds do not have a fundamental investment restriction because this is subject to specific provisions under the 1940 Act; however, a new Fund may not change from diversified to non-diversified without shareholder approval. There is no current intention for the New Funds to have different principal investment strategies from the Funds as a result of the elimination of this restriction.
C-7
EXHIBIT D
NOMINATING COMMITTEE CHARTER
WADDELL & REED ADVISORS FUNDSWADDELL & REED INVESTED PORTFOLIOS, INC.W&R TARGET FUNDS, INC. *
A.Purpose
The Board of Directors of each of the investment companies listed above (each, a “Fund”) has created a Nominating Committee (“Committee”). The purpose of the Committee is to:
| 1. | Identifying and |
| 2. | |||
Reviewing periodically the workload and composition of the Board and, as the Committee deems appropriate, | |||
| 4. | Reviewing annually and | ||
B.Committee Membership
| 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. |
| 1. | Composition. The Committee shall be composed |
| 2. | Compensation. The Board shall determine the compensation of Committee members, including the Chairman of the Committee | ||
| 3. | Selection and Removal. The Board shall appoint members of the Committee, | ||
D-1
C.Meetings and Procedures
| 1. | Meetings. The Committee shall meet |
| 2. | Minutes. The Committee shall keep minutes of its meetings and provide copies of such minutes to | ||
D.Responsibilities of the CommitteeIV.RESPONSIBILITIES AND DUTIES1. a. a Disinterested Director.an Independent Trustee. The Committee shall consider recommendations for potential candidates from any source it deems appropriate – Board members, Fund shareholders, legal counsel to the Disinterested Directors or other such sources as the Committee deems appropriate.b. 2.Disinterested Director Candidate Evaluations. Fund’sTrust’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.ge.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 all factors it may determine to be relevant to fulfilling the role of being a memberspecific experience, education, qualifications and other skills in light of the Board.Trusts’ business and structure, diversity and such other factors as the Committee may consider relevant.c. 3.Criteria for Selecting Nominees. protect the interests of each Fund’s shareholders and to promote the effective operation of the Board.
| |||
D-3
| 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 |
| 5. | |||
Board Composition. The Committee shall periodically review the workload and composition of the Board to determine whether it may be appropriate to recommend | |||
| 6. | Independent |
| 7. | Board Compensation. The Committee shall annually review the compensation paid to |
| 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. |
| 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. |
As adopted February 28, 2007
PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE CORPORATION.
SPECIAL MEETING OF THE SHAREHOLDERS
APRIL 3, 2009
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 |
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 |
| Ivy VIP Small Cap Core | over $100,000 |
| 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% |
| 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% |
| 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% |
| 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% |
| 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% |
| 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% |
| 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% |
| 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% |
| 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% |
| 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% |
| 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% |
| 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% |
| 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% |
| 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% |
| 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% |
| 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% |
| 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% |
| 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% |
| 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% |
| 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% |
| 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% |
| 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% |
| 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% |
| 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% |
| 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% |
| 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% |
| 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% |
| 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% |
| 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% |
| 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% |
| 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% |
| 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% |
| 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% |
| 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% |
| 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% |
| 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 | ||||||
| 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 |
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 | ||||||||
| James M. Concannon | $170,000 | |||
| 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 | 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 | ||||||
| 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 |
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 | ||||||||
| James M. Concannon | $ | 160,000 | ||
| H. Jeffrey Dobbs | 0 | |||
| James D. Gressett | 50,000 |
| 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 |
| 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. |
| 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 |
a series of Macquarie Investment Management Business Trust | ||
| By: | /s/ | |
| Name: | ||
| Title: | ||
| [•], | ||
| on behalf of the Funds listed on Exhibit A | ||
| By: | ||
| Name: | ||
| Title: | ||
| 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 | ||
| 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 | ||
| 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 | ||
| 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 | ||
| 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 | |||
Fee | |||
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSALS.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH YOUR SPECIFICATIONS.
IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS.
FORALLWITHHOLDFROM ALLFOR ALLEXCEPT
| net assets | ||||
| 0.05% of net assets | ||||
| 0.04% of net assets | ||||
| Over $2 billion | 0.03% of net assets | |||
| Ivy VIP Asset Strategy | [•][•],[•] | |||
NOMINEESNOMINEESas indicated at left
*To withhold authority to vote for any individual nominee(s), write the number(s) of the Nominee(s) above:
| 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 | [•][•],[•] | |||
| 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% |
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.
PLEASE SIGN
| 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% | ||
| 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. | |
| 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. |
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 |
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 |
| 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 |
| 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 |
| 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. |
| 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 |
| 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 | |
| ** | 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. |
| 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 | |
| ** | 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. |
| 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 | |
| ** | 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. |
| 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 | |
| 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 | |
| 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 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. |
| 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 |
| 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. |
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
INVESTED - MM
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 |
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 |
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 |
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 |
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. |
| 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 |
| 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 |
