PRE 14A 1 d639147dpre14a.htm IVY CUNDILL GLOBAL VALUE FUND Ivy Cundill Global Value Fund

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

 

 

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Ivy Funds

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Ivy Funds

6300 Lamar Avenue

P. O. Box 29217

Shawnee Mission, Kansas 66201-9217

A Message from the President of Ivy Funds to all Shareholders

of the Ivy Cundill Global Value Fund

[            ], 2013

Dear Shareholder:

I am writing to ask for your vote, as a shareholder of the Ivy Cundill Global Value Fund (the “Fund”), a series of Ivy Funds (the “Trust”), at the [February 21], 2014 special meeting of the Fund’s shareholders (“Meeting”). The purpose of the Meeting is to approve the following proposals affecting the Fund and to transact such other business as may properly come before the Meeting or any adjournments thereof:

 

  •   To approve a new sub-advisory agreement between Mackenzie Financial Corporation, the Fund’s sub-adviser, and Ivy Investment Management Company (“IICO”), the Fund’s adviser.

 

  •   To approve the use of a “manager of managers” structure, whereby IICO will be able to hire and replace sub-advisers for the Fund without shareholder approval.

The Board of Trustees of the Trust has approved and recommends that you vote FOR each proposal.

Voting is quick and easy. Everything you need is enclosed. Please review and consider the enclosed materials carefully. Your vote is important. Please take a moment now to vote, either by completing and returning your proxy card in the enclosed postage-paid return envelope, by telephone or through the Internet.

Detailed information about each proposal is contained in the enclosed materials. Whether or not you plan to attend the Meeting in person, your vote is needed. Once you have decided how you will vote, please promptly complete, sign, date and return the enclosed proxy card or vote by telephone or Internet. You may receive more than one set of proxy materials if you hold shares in more than one account. Please be sure to vote each proxy card you receive.

It is important that your vote be received no later than the time of the Meeting on [February 21], 2014. To assist with the solicitation of proxies, we have engaged [Broadridge, a proxy solicitation firm]. As the meeting date approaches, if you have not voted your shares you may receive a phone call from them urging you to vote your shares.

If you have any questions about the proposal or the voting instructions, please call [Broadridge, at 1-877-849-0763, Ivy Client Services at 1-800-777-6472 or your financial advisor.]

Sincerely,

Henry J. Herrmann

President of the Trust

Your vote is important regardless of the size of your holdings. Please vote today.

Ivy Funds

6300 Lamar Avenue

P. O. Box 29217

Shawnee Mission, Kansas 66201-9217

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF IVY CUNDILL GLOBAL VALUE FUND TO BE HELD ON [February 21], 2014

A Special Meeting of shareholders of the Ivy Cundill Global Value Fund (the “Fund”), a series of the Ivy Funds (the “Trust”), will be held at 6300 Lamar Avenue, Overland Park, Kansas 66201, at [4:00 pm, Central time], on [February 21], 2014 (the “Special Meeting”). At the special meeting, shareholders will be asked to consider and vote upon the following proposals affecting the Fund:

 

  •   To approve a new sub-advisory agreement between Mackenzie Financial Corporation, the Fund’s sub-adviser, and Ivy Investment Management Company (“IICO”), the Fund’s adviser.

 

  •   To approve the use of a “manager of managers” structure, whereby IICO will be able to hire and replace sub-advisers for the Fund without shareholder approval.

The Board of Trustees of the Trust has approved and recommends that you vote FOR each proposal.

Please read the enclosed proxy statement carefully for information concerning the proposals to be placed before the Special Meeting or any adjournments or postponements thereof.

The persons named as proxies will vote in their discretion on any other business that may properly come before the Special Meeting or any adjournments or postponements thereof.

In the event that the necessary quorum to transact business or the vote required to approve either proposal is not obtained at the Special Meeting, the persons named as proxies may propose one or more adjournments of the Special Meeting in accordance with applicable law to permit further solicitation of proxies. Any such adjournment as to a matter will require the affirmative vote of the holders of a majority of the Fund’s shares present in person or by proxy at the Special Meeting. The persons named as proxies will vote “FOR” any such adjournment those proxies which they are entitled to vote in favor of a proposal and will vote “AGAINST” any such adjournment those proxies to be voted against a proposal.

Shareholders of record at the close of business on [December 13], 2013 are entitled to notice of, and to vote at, the Special Meeting. You are invited to attend the Special Meeting. If you cannot do so, however, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD, AND RETURN IT IN THE ACCOMPANYING ENVELOPE AS PROMPTLY AS POSSIBLE, OR TAKE ADVANTAGE OF THE ELECTRONIC OR TELEPHONIC VOTING PROCEDURES DESCRIBED ON THE PROXY CARD. Any shareholder attending the Special Meeting may vote in person even though a proxy already may have been returned.

By Order of the Board of Trustees of the Trust,

Mara Herrington

Secretary of the Trust

[December 26], 2013

Ivy Funds

6300 Lamar Avenue

P. O. Box 29217

Shawnee Mission, Kansas 66201-9217

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS OF IVY CUNDILL GLOBAL VALUE FUND To be held on [February 21], 2014

This proxy statement (“Proxy Statement”) provides you with information you should review before voting on the matters listed in the Notice of Special Meeting for the Ivy Cundill Global Value Fund (the “Fund”), a series of the Ivy Funds (the “Trust”). The board of trustees of the Trust (the “Board of Trustees”) are soliciting your vote for a Special Meeting of shareholders of the Fund (the “Special Meeting”) to be held at 6300 Lamar Avenue, Overland Park, Kansas, 66201, on [February 21], 2014 at 4:00 pm Central time, and, if the Special Meeting is adjourned or postponed, at any adjournments or postponements of that meeting.

This Proxy Statement covers two proposals: (1) the approval of a new sub-advisory agreement between Mackenzie Financial Corporation, the sub-adviser to the Fund (“Mackenzie”), and Ivy Investment Management Company (“IICO” or the “Adviser”), the adviser to the Fund; and (2) the approval of the use of a “manager of managers” structure for the Fund, whereby IICO will be able to hire and replace sub-advisers for the Fund without shareholder approval.

The Board of Trustees is soliciting votes from shareholders of the Fund by the mailing of this Proxy Statement and the accompanying proxy card to shareholders on or about [December 26], 2013. Shareholders of record at the close of business on [December 13], 2013 (the “Record Date”) are entitled to vote at the Special Meeting.

The appointed proxies will vote in their discretion on any other business that may properly come before the Special Meeting or any adjournments or postponements thereof. Additional matters would only include matters that were not anticipated as of the date of this Proxy Statement.

If you do not expect to be present at the meeting and wish to vote your shares, please vote your proxy in accordance with the instructions included on the enclosed proxy card(s). If your proxy is properly returned, shares represented by it will be voted at the meeting in accordance with your instructions for each proposal. If your proxy is properly executed and returned and no choice is specified on the proxy with respect to a proposal, the proxy will be voted FOR the approval of the proposal and in accordance with the judgment of the persons appointed as proxies upon any other matter that may properly come before the meeting. Shareholders who execute proxies may revoke or change their proxy at any time prior to the time it is voted by delivering a written notice of revocation, by delivering a subsequently dated proxy by mail, telephone or the internet or by attending and voting in person at the meeting. If you revoke a previous proxy, your vote will not be counted unless you appear at the meeting and vote in person or legally appoint another proxy to vote on your behalf.

If you own your shares through a bank, broker-dealer or other third-party intermediary who holds your shares of record, and you wish to attend the meeting and vote your shares or revoke a previous proxy at the meeting, you must request a legal proxy from the bank, broker-dealer or other third-party intermediary.

If your proxy has not been revoked, the shares represented by the proxy will be cast at the meeting and any adjournments thereof. Attendance by a shareholder at the meeting does not, in itself, revoke a proxy.

The Board of Trustees of the Trust has approved and recommends that you vote FOR each Proposal.

 

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PROPOSAL 1

APPROVAL OF A NEW SUB-ADVISORY AGREEMENT WITH RESPECT TO THE FUND

Overview

The Board of Trustees is requesting that shareholders approve a new sub-advisory agreement between IICO and Mackenzie with respect to the Fund (the “New Agreement”) to enable Mackenzie to continue to serve as the sub-adviser to the Fund. Approval of the New Agreement will not result in any increase in the fee rate paid by the Fund or its shareholders for Mackenzie’s sub-advisory services. The New Agreement is substantially similar in all material respects to the current sub-advisory agreement between Mackenzie and IICO (the “Current Agreement”). The effective date of the New Agreement would be the date that shareholders of the Fund approve the New Agreement.

Background on Change in Control of Mackenzie

On October 8, 2013, the Honorable Paul G. Desmarais, Sr., the controlling shareholder of Power Corporation of Canada (“Power Corporation”), passed away. Until his death, Mr. Desmarais controlled a majority of the voting shares of Power Corporation, which is the ultimate parent company of Mackenzie. Because Mr. Desmarais controlled a majority of the voting stock of Power Corporation, he was deemed to “control” Power Corporation and each entity that Power Corporation controls, either directly or indirectly, which includes Mackenzie. Upon his death, ownership and control of the shares of Power Corporation that Mr. Desmarais owned or controlled were transferred to a testamentary trust. The trustees of the testamentary trust are Jacqueline Desmarais, Paul Desmarais, Jr., André Desmarais, Guy Fortin and Michel Plessis-Bélair. The family member trustees (or the family member successor trustees) effectively determine how the shares of Power Corporation owned or controlled by the testamentary trust will be voted.

Under the Investment Company Act of 1940, as amended (the “1940 Act”), a transaction that results in the transfer, either directly or indirectly, of ownership of more than 25% of the voting interests of an investment adviser is presumed to constitute a “change in control” of the adviser or the sub-adviser. The 1940 Act further states that a change in control of an adviser or sub-adviser causes the advisory or sub-advisory agreement, as the case may be, to be “assigned,” which results in the automatic termination of the agreement, as required by the 1940 Act. When control of a majority of the voting shares of Power Corporation were transferred from Mr. Desmarais to the testamentary trust upon his passing, a “change in control” of Mackenzie (for purposes of the 1940 Act) was deemed to have occurred, thereby causing an “assignment” and termination of the Current Agreement between Mackenzie and IICO.

The 1940 Act requires that advisory agreements, other than certain interim advisory agreements referred to below, be approved by a vote of a majority of the outstanding shares of a fund. Therefore, shareholders are being asked to approve the proposed New Agreement. If approved by shareholders, the New Agreement will become effective as of the date of shareholder approval.

About Mackenzie

Mackenzie, located at 180 Queen Street West, Toronto, Ontario, Canada, is an investment management firm providing investment advisory and related services. Mackenzie is a corporation organized under the laws of the Province of Ontario. Mackenzie has provided sub-advisory services to the Fund since 2010 pursuant to the Current Agreement, with predecessor entities providing the same services prior to 2010.

The Interim Sub-Advisory Agreement and Rule 15a-4

Rule 15a-4 under the 1940 Act permits a mutual fund to be advised under an interim advisory agreement until shareholders can vote on a new advisory agreement, provided that certain requirements of the rule are satisfied. By its terms, an interim advisory agreement terminates automatically 150 days from its commencement. Rule 15a-4 permits an adviser to serve as an investment adviser to a mutual fund under an interim advisory agreement after the termination of the existing shareholder-approved advisory agreement, if:

 

  (i) The compensation to be received under the interim agreement is no greater than the compensation that the adviser would have received under the previous agreement; and

 

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  (ii) The fund’s board of trustees, including a majority of the trustees who are not interested persons of the fund, has approved the interim contract within 10 business days after the termination,

On October 22, 2013, in accordance with all applicable requirements of Rule 15a-4 under the 1940 Act, the Board of Trustees, including a majority of the Independent Trustees, met to consider and approve an interim sub-advisory agreement between the Adviser and Mackenzie with respect to the Fund (the “Interim Agreement”) at a meeting convened for that purpose. At that meeting, the Board of Trustees determined that the terms and conditions of the Interim Agreement (including the compensation to be paid to Mackenzie) were identical in all material respects to those of the Current Agreement, except that the date of its execution, effectiveness, and termination were changed.

The Interim Agreement allows Mackenzie to continue to sub-advise the Fund while the Board of Trustees solicits shareholder approval for the New Agreement. The Interim Agreement became effective on October 8, 2013, and will remain in effect for the lesser of 150 days from that date or until the New Agreement is approved by shareholders of the Fund.

The New Sub-Advisory Agreement

In general, it is anticipated that the change in control will cause little or no financial, operational, managerial or supervisory impact on Mackenzie. The proposed terms of the New Agreement are identical to the Current Agreement, except for the dates of its execution, effectiveness, and termination. A draft of the proposed New Agreement is attached to this Proxy Statement as Appendix A.

The Current Agreement took effect January 15, 2010, and since that time, the Board of Trustees, including the Independent Trustees (as defined in the 1940 Act), have approved annually the continuation of the Current Agreement. The Board of Trustees most recently approved the continuation of the Current Agreement at a meeting on August 12-13, 2013 (the “August Meeting”). Under the terms of the Current Agreement, Mackenzie is entitled to receive an annual fee from the Adviser at a rate based upon the average daily value of the net assets of the Fund: 0.50% of the Fund’s average net assets for the Fund’s first $500 million; 0.425% on the next $500 million; 0.415% on the next $1 billion; 0.400% on the next $1 billion; and 0.380% on all assets over $3 billion. For such compensation, Mackenzie conducts a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of the Fund’s assets. The compensation to be paid to Mackenzie, as well as Mackenzie’s duties, will be the same under the New Agreement as under the Current Agreement.

The effective date of the New Agreement for the Fund will be the date that the shareholders of the Fund approve the New Agreement. The New Agreement provides that it will continue in force for an initial period of two years, and from year to year thereafter, but only so long as its continuance is approved at least annually by the Trustees at a meeting called for that purpose or by the vote of a majority of the outstanding shares of the Fund. The New Agreement automatically terminates on assignment. In addition, the New Agreement may be terminated upon 60 days’ notice by Mackenzie to the Adviser and the Fund. The New Agreement, like the Current Agreement, provides that Mackenzie shall not be subject to any liability in connection with the performance of its services thereunder in the absence of wilful conduct, bad faith or gross negligence in the performance of its duties or reckless disregard of its obligations and duties.

If the New Agreement is not approved by the shareholders of the Fund, the Board of Trustees will consider other options, including a new or modified request for shareholder approval of a new sub-advisory agreement.

Evaluation by the Board of Trustees

At a meeting of the Board of Trustees on November 12, 2013, the Board of Trustees, including the Independent Trustees, considered the terms of the New Agreement (the “November Meeting”). As part of that consideration, the Board of Trustees noted that, at the August Meeting, it had considered the renewal of the Current Agreement. The Board of Trustees considered that, at the August Meeting, it had reviewed and discussed extensively the information provided by Mackenzie on, among other things: the nature, extent and quality of services Mackenzie

 

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provides the Fund; the fees charged by Mackenzie for sub-advisory services to the Fund; Mackenzie’s performance in advising the Fund; whether there are economies of scale with respect to the management of the Fund; and the anticipated profits to be realized by Mackenzie in connection with the operation of the Fund and whether the amount of profit is a fair entrepreneurial profit for the management of the Fund. The Board of Trustees then noted that, at the August Meeting, after extensive deliberation of the materials it had received from Mackenzie that it believed to be reasonably necessary to evaluate the terms of the Current Agreement, the Board of Trustees, including by separate vote the Independent Trustees, determined that approval of the continuation of the Current Agreement was in the best interests of the Trust and the shareholders of the Fund, and it so approved the renewal of the Current Agreement.

During the November Meeting, a representative of the Adviser discussed the change of control of Mackenzie by virtue of the death of Mr. Desmarais, which had necessitated approval of the New Agreement, and they also explained that the change of control is not expected to impact or interfere with the management or the business of Mackenzie with respect to its sub-advisory services to the Fund. The Board of Trustees then considered that the terms and conditions of the New Agreement were identical in all material respects to the terms and conditions of the Current Agreement that it had approved at the August Meeting. The Board of Trustees also considered that the factors upon which it had based its conclusion to continue the Current Agreement had not changed.

As a result of its considerations, the Board of Trustees, including all of the Independent Trustees, determined that the proposed New Agreement is in the best interests of the Fund and its shareholders. Accordingly, the Board of Trustees unanimously determined to recommend the New Agreement to shareholders for approval.

Required Vote

Approval of this Proposal requires the affirmative vote of a majority of the shares entitled to vote at the meeting in person or by proxy.

Recommendation of the Board

The Board of Trustees of the Trust, including the Independent Trustees, recommends that shareholders vote FOR the Proposal.

PROPOSAL 2

CONSIDERATION OF “MANAGER OF MANAGERS” ARRANGEMENT

Overview

Pursuant to the Investment Advisory Agreement between the Fund and IICO, IICO is permitted, at its own expense, to select and contract with one or more sub-advisers to perform some or all of the services for the Fund. IICO has entered into a sub-advisory agreement with respect to the Fund.

If IICO delegates portfolio management duties to a sub-adviser with respect to the Fund, the 1940 Act requires that the sub-advisory agreement must be approved by the shareholders of the Fund. Specifically, Section 15 of the 1940 Act makes it unlawful for any person to act as an investment adviser (including as a sub-adviser) to a mutual fund, except pursuant to a written contract that has been approved by shareholders. Therefore, to comply with Section 15 of the 1940 Act, the Fund must obtain shareholder approval of a sub-advisory agreement to replace an existing sub-adviser with a new sub-adviser, materially change the terms of a sub-advisory agreement, or continue the employment of an existing sub-adviser when that sub-advisory agreement terminates because of an assignment (as such term is defined under the 1940 Act) of the agreement.

“Manager of Managers” Arrangement

Because of the expense and delays associated with obtaining shareholder approval of sub-advisers and related sub-advisory agreements, many mutual fund investment advisers have requested and obtained orders (“Orders”)

 

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from the Securities and Exchange Commission (“SEC”) exempting them and the mutual funds they manage from certain requirements of Section 15 of the 1940 Act and the rules thereunder. Subject to the conditions delineated therein, the Orders permit mutual funds and their respective advisers to employ a “manager of managers” arrangement with respect to funds, whereby the advisers may retain unaffiliated sub-advisers for their funds and change the terms of a sub-advisory agreement without first obtaining shareholder approval.

The Trust has filed an application with the SEC for an Order. If shareholders approve the “manager of managers” arrangement, it would not become effective until the Fund obtains an exemption from the requirements under Section 15(a) of the 1940 Act. Neither IICO nor the Fund can assure that the SEC will grant an Order.

Application of the “Manager of Managers” Arrangement

The “manager of managers” arrangement would permit IICO, as the Fund’s investment adviser, to appoint and replace unaffiliated sub-advisers, and enter into and amend sub-advisory agreements with unaffiliated sub-advisers, on behalf of the Fund without shareholder approval. The “manager of managers” arrangement is intended to enable the Fund to operate with greater efficiency and help the Fund enhance its performance by allowing IICO to employ the sub-adviser(s) best suited to the needs of the Fund without incurring the expense and delay associated with obtaining shareholder approval of sub-advisers and related sub-advisory agreements. The Board of Trustees believes that the “manager of managers” arrangement is in the best interests of the Fund and its shareholders.

The process of seeking shareholder approval is administratively expensive, and may cause delays in executing changes that the Board of Trustees and IICO have determined are necessary or desirable. Those costs often are borne by a fund (and therefore indirectly by a fund’s shareholders). If shareholders approve the “manager of managers” arrangement for the Fund, the Board of Trustees would be able to act more quickly and with less expense to the Fund to appoint or replace an unaffiliated sub-adviser, in instances in which the Board of Trustees and IICO believe that the appointment or replacement would be in the best interests of the Fund and its shareholders.

In the absence of shareholder approval of new sub-advisory agreements and amendments to existing sub-advisory agreements under the “manager of managers” arrangement, the Board of Trustees, including the Independent Trustees, would continue to oversee the sub-adviser selection process to help ensure that the interests of shareholders are protected whenever IICO would seek to select a sub-adviser or modify a sub-advisory agreement. Specifically, the Board of Trustees, including the Independent Trustees, would evaluate and approve all sub-advisory agreements, as well as any modification to an existing sub-advisory agreement. In reviewing new sub-advisory agreements or modifications to existing sub-advisory agreements, the Board of Trustees will analyze all factors that it considers to be relevant to its determination, including the sub-advisory fees, the nature, quality and scope of services to be provided by the sub-adviser, the investment performance of the assets managed by the sub-adviser in the particular style for which a sub-adviser is sought, as well as the sub-adviser’s compliance with federal securities laws and regulations.

Furthermore, operation of the Fund under the “manager of managers” arrangement would not: (1) permit investment management fees paid by the Fund to IICO to be increased without shareholder approval, or (2) diminish IICO’s responsibilities to the Fund, including IICO’s overall responsibility for the portfolio management services furnished by a sub-adviser. Until receipt of an Order from the SEC, IICO will only enter into new or amended sub-advisory agreements with shareholder approval, to the extent required by applicable law.

Under the “manager of managers” arrangement, shareholders would receive notice of, and information pertaining to, any new sub-advisory agreement or any material change to a sub-advisory agreement. In particular, shareholders would receive the same information about a new sub-advisory agreement and a new sub-adviser that they would receive in a proxy statement related to their approval of a new sub-advisory agreement in the absence of a “manager of managers” arrangement. In each case, shareholders will receive such notice and information within the timeframe required by the Order.

 

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To be consistent with the conditions contained in Orders granted by the SEC, if shareholders approve the “manager of managers” arrangement, the Investment Advisory Agreement provides that IICO is required to supervise and oversee the activities of sub-advisers on behalf of the Fund. If the proposal is not approved, shareholder approval would continue to be required for IICO to enter into new or materially amended sub-advisory agreements with respect to the Fund.

Board Approval of “Manager of Managers” Arrangement

The Board of Trustees of the Trust, including the Independent Trustees, has approved the use of the “manager of managers” arrangement and determined that it would be in the best interests of the Fund and its shareholders. In evaluating this arrangement, the Board of Trustees, including the Independent Trustees, considered various factors and other information, including the following:

 

  1. A “manager of managers” arrangement will enable the Board of Trustees to act more quickly, with less expense to the Fund, in appointing new a sub-adviser(s) when the Board and IICO believe that such appointment would be in the best interests of the Fund and its shareholders;

 

  2. IICO would continue to be directly responsible for monitoring a sub-adviser’s compliance with the Fund’s investment objectives and investment strategies and for analyzing the performance of the sub-advisers; and

 

  3. No sub-adviser could be appointed, removed or replaced without approval by the Board of Trustees.

Required Vote

Approval of this Proposal requires the affirmative vote of a majority of the shares entitled to vote at the meeting in person or by proxy.

Recommendation of the Board

The Board of the Trust recommends that shareholders vote FOR the Proposal.

OTHER MATTERS

Management of the Fund does not know of any matters to be presented at the Special Meeting other than those described in this Proxy Statement. If other business should properly come before the Special Meeting, the proxy holders will vote thereon in accordance with their best judgment.

ADDITIONAL INFORMATION ABOUT THE MEETING

The investment adviser of the Fund is IICO, the principal underwriter is Ivy Funds Distributor, Inc. (“IFDI”), and the Shareholder Servicing Agent is Waddell & Reed Services Company. Each of these entities has as its principal place of business 6300 Lamar Avenue, P.O. Box 29217, Shawnee Mission, Kansas 66201-9217.

Shareholder Reports

Copies of the Fund’s Annual Report for the fiscal year ended March 31, 2013 previously have been mailed to shareholders. This Proxy Statement should be read in conjunction with the Annual Report. You can obtain copies of that report, as well as copies of the Fund’s most recent Semi-annual Report, without charge, by writing to Ivy Funds Distributor, Inc., 6300 Lamar Avenue, P.O. Box 29217, Shawnee Mission, Kansas 66201-9217, or by calling 1-800-777-6472.

Householding

To avoid sending duplicate copies of materials to households, the Fund may mail only one copy of this Proxy Statement to shareholders having the same last name and address on the Fund’s records, unless the Fund has

 

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received contrary instructions from a shareholder. The consolidation of these mailings benefits the Fund through reduced mailing expenses. If a shareholder wants to receive multiple copies of these materials or to receive only one copy in the future, the shareholder should make a request by writing to Ivy Funds Distributor, Inc., 6300 Lamar Avenue, P.O. Box 29217, Shawnee Mission, Kansas 66201-9217, or by calling 1-800-777-6472.

Voting Rights

Shareholders of record on the Record Date are entitled to be present and to vote at the Special Meeting or any adjourned meeting. The number of shares that you may vote is the total of the number shown on the proxy card accompanying this Proxy Statement. Shareholders are entitled to one vote for each dollar (and a proportional fractional vote for each fraction of a dollar) of the net asset value of each share (including fractional shares) held; no shares have cumulative voting rights.

Share and Class Information

As of the Record Date, the Fund offered multiple classes of shares to the public pursuant to a Rule 18f-3 Plan adopted by the Board of Trustees on behalf of the Fund. The key features of the plan are as follows: (i) shares of each class of the Fund represent an equal pro rata interest in the Fund and generally have identical voting, dividend, liquidation, and other rights, preferences, powers, restrictions, limitations, qualifications, terms and conditions, except that each class bears certain class-specific expenses and has separate voting rights on certain matters that relate solely to that class or in which the interests of shareholders of one class differ from the interests of shareholders of another class; (ii) subject to certain limitations described in the Fund’s most recent prospectus, shares of a particular class of the Fund may be exchanged for shares of the same class of another fund in the Ivy Family of Funds; and (iii) the Fund’s Class B shares will convert automatically to Class A shares of the Fund after a period of eight years, based on the relative net asset value of such shares at the time of conversion. As of the Record Date, the Fund had shares outstanding as follows:

 

    Class A     Class B     Class C     Class E     Class I     Class R     Class Y  

Ivy Cundill Global Value Fund

     [         ]      [         ]      [         ]      [         ]      [         ]      [         ]      [         ] 

Ownership of Shares

As of [December 13], 2013, the Trust believes that its Trustees and officers, as a group, owned less than one percent of each class of shares of the Fund and of the Trust as a whole. As of [December 13], 2013, the shareholders of record who owned 5% or more of the outstanding shares of the noted class of shares of the Fund are set forth in Appendix B.

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 Trust at the address shown at the beginning of this Proxy Statement) or in person at the Special Meeting, by executing a superseding proxy or by submitting a notice of revocation to the Trust. A superseding proxy may also be executed by voting via telephone or internet. The superseding proxy need not be voted using the same method (mail, telephone or Internet) as the original proxy vote.

Shareholder Communications

Shareholder communications to the Board of Trustees must be in writing and addressed to the Board of Trustees and to the attention of Mara Herrington, Secretary of the Fund, at 6300 Lamar Avenue, Overland Park, Kansas 66201. If a specific Trustee is the intended recipient of such communication, the name of that Trustee must be noted therein. The Secretary will forward such correspondence only to the intended recipient if one is noted. Prior to forwarding any correspondence, the Secretary will review the communication and will not forward communications deemed by the Secretary, in her discretion, to be frivolous, of inconsequential commercial value or otherwise inappropriate for Board of Trustees’ consideration. Any communication reviewed by the Secretary

 

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and not forwarded to the Board of Trustees for consideration shall be forwarded to, and reviewed by, independent legal counsel to the Independent Trustees. In the event independent legal counsel to the Independent Trustees disagrees with the determination of the Secretary and deems such communication appropriate for consideration by the Board of Trustees, such communication shall be forwarded to the Board of Trustees or members thereof, as appropriate. The Fund will retain shareholder communications addressed to the Board of Trustees in accordance with its record retention policy.

QUORUM, VOTING AT THE MEETING AND ADJOURNMENT

The presence in person or by proxy of one-third or more of the Fund’s shares of all classes entitled to vote is a quorum for the transaction of business. In the event that a quorum of shareholders of the Fund is not represented at the Special Meeting, the Special Meeting may be adjourned by a majority of the Fund’s shareholders present in person or by proxy until a quorum exists. If there are insufficient votes to approve any proposal, the persons named as proxies may propose one or more adjournments of the Special Meeting to permit additional time for the solicitation of proxies, in accordance with applicable law. Adjourned meetings must be held within a reasonable time after the date originally set for the meeting (but not more than 90 days after the record date). Solicitation of votes may continue to be made without any obligation to provide any additional notice of the adjournment. The persons named as proxies will vote in favor of such adjournment those proxies which they are entitled to vote in favor of the proposal and will vote against any such adjournment those proxies to be voted against the proposal.

For purposes of determining the presence of a quorum for transacting business at the Special 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 any proposal, abstentions and broker “non-votes” will be treated as shares voted “Against” the proposal. Accordingly, shareholders are urged to vote or forward their voting instructions promptly.

Broker-dealer firms holding shares in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares before the Special Meeting. The New York Stock Exchange (the “NYSE”) may take the position that broker-dealers that are members of the NYSE and that have not received instructions from a customer may not vote such customer’s shares. A signed proxy card or other authorization by a beneficial owner of shares that does not specify how the beneficial owner’s shares are to be voted on a proposal may be deemed to be an instruction to vote such shares in favor of the proposal.

If you hold shares of the Fund through a bank or other financial institution or intermediary (called a service organization) that has entered into a service contract with the Fund or IFDI, the service organization may be the record holder of your shares. At the Special Meeting, a service organization will vote shares for which it receives instructions from its customers in accordance with those instructions. A signed proxy card or other authorization by a shareholder that does not specify how the shareholder’s shares should be voted on any proposal may be deemed an instruction to vote such shares in favor of the proposal. If a service organization is not a member of the NYSE, it may be permissible for the service organization to vote shares with respect to which it has not received specific voting instructions from its customers.

If you own shares that are held of record by a service organization, and if you have not given or do not give voting instructions for your shares, they may not be voted at all or, as described above, may be voted in a manner that you may not intend. Therefore, you are strongly encouraged to be sure your broker-dealer or service organization has instructions as to how you want your shares to be voted.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON [February 21], 2014

The proxy statement and other proxy materials are available at [www.proxyvote.com].

 

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EXPENSES AND ADDITIONAL PROXY SOLICITATION INFORMATION

Mackenzie has agreed to bear the total costs of the Special Meeting, which includes all the costs of preparing, printing and mailing the proxy materials for the Special Meeting and all costs of solicitation of proxies. The solicitation of proxies will be made primarily by mail, oral communication, telephone, or other permissible electronic means by representatives of the Fund, Fund affiliates, IICO, IICO affiliates and certain broker-dealers (who may be specifically compensated for such services). Broadridge, a proxy solicitation firm, has been engaged to assist in the solicitation of proxies. Expenses associated with the reorganizations, including the costs of printing, mailing and tabulating and soliciting proxies, is estimated to be approximately $269,293.33 in the aggregate.

FUTURE MEETINGS; SHAREHOLDER PROPOSALS

The Trust generally is not required to hold annual meetings of shareholders and the Trust currently does not intend to hold such meetings unless certain specified shareholder actions are required to be taken under the 1940 Act or the Trust’s charter documents.

Shareholder proposals to be presented at any future meeting of shareholders must be received by the Fund or Trust in writing a reasonable time before the Fund solicits proxies for that meeting in order to be considered for inclusion in the proxy materials for that meeting. Shareholder proposals should be sent to the Fund, Attention: Mara Herrington, Secretary, at 6300 Lamar Avenue, P.O. Box 29217, Shawnee Mission, Kansas 66201-9217. Whether a proposal is timely submitted in the proxy statement will be determined in accordance with applicable federal and state laws. The timely submission of a proposal does not guarantee its inclusion.

By Order of the Board of Trustees of the Trust,

Mara Herrington

Secretary

[            ], 2014

 

9

Appendix A

INVESTMENT SUB-ADVISORY AGREEMENT

THIS AGREEMENT, effective as of [February 21, 2014], by and between Ivy Investment Management Company, a Delaware corporation, registered as an Investment Adviser under the Investment Advisers Act of 1940 (the “Adviser”) and Mackenzie Financial Corporation, registered as an Investment Adviser under the Investment Advisers Act of 1940 (the “Sub-Adviser”).

WHEREAS, the Adviser is the investment manager to Ivy Funds, (the “Trust”), an open-end diversified management investment company organized as a series fund, registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Adviser desires to retain the Sub-Adviser to furnish it with portfolio management services in connection with the Adviser’s investment advisory activities on behalf of the Trust’s Cundill Global Value Fund (hereinafter “Fund”), and the Sub-Adviser desires to furnish such services to the Adviser;

NOW, THEREFORE, in consideration of the premises and the terms and conditions hereinafter set forth, it is agreed as follows:

 

1. Appointment of Sub-Adviser

In accordance with and subject to the Investment Management Agreement between the Trust and the Adviser dated November 13, 2008, the Adviser hereby appoints the Sub-Adviser to perform portfolio selection services described herein for investment and reinvestment of the Fund, subject to the control and direction of the Trust’s Board of Trustees and the Adviser, for the period and on the terms hereinafter set forth. The Sub-Adviser accepts such appointment and agrees to furnish the services hereinafter set forth for the compensation herein provided. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized, have no authority to act for or represent the Trust or the Adviser in any way or otherwise be deemed an agent of the Trust or the Adviser.

 

2. Obligations of and Services to be Provided by the Sub-Adviser

 

  (a) The Sub-Adviser shall provide the following services and assume the following obligations with respect to the Fund of the Trust:

 

  (1) The investment of the assets of the Fund shall at all times be subject to the applicable provisions of the Declaration of Trust, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Trust in the form provided to the Sub-Adviser by the Adviser from time to time, and shall conform to the investment objectives, policies and restrictions of the Fund as set forth in such documents provided to Sub-Adviser and as interpreted from time to time by the Board of Trustees of the Trust and by the Adviser, and communicated to the Sub-Adviser in writing. Within the framework of the investment objectives, policies and restrictions of the Fund as set forth in such documents, and subject to the supervision of the Adviser, the Sub-Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the Fund. The Adviser agrees to consult with the Sub-Adviser regarding proposed material changes to the objective, policies or restrictions of the Fund; however, it is the Adviser’s ultimate and sole decision to recommend such a revision to the Fund’s Board of Trustees for their consideration. If a change is made to the Fund’s objective, policies or restrictions, the Adviser agrees to notify the Sub-Adviser, in writing, at least 30 days prior to such change taking effect, or as soon as practicable if such change is required by applicable law, and to deliver to the Sub-Adviser updated documents, if prepared.

 

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  (2) In carrying out its obligations to manage the investments and reinvestments of the assets of the Fund, the Sub-Adviser shall: (i) formulate and implement a continuous investment program for the Fund consistent with the investment objective and related investment policies for the Fund as described above; and (ii) take such steps as are necessary to implement the aforementioned investment program by placing orders for purchases and sales of securities with broker-dealers.

 

  (3) In connection with the purchase and sale of securities of the Fund, the Sub-Adviser shall arrange for the transmission to the Adviser (or its designee) for the Trust on a daily basis, to be no later than 1:00 p.m. CST on trade date + 1 (T+1) such confirmation, trade tickets and other documents as may be necessary to enable them to perform their administrative responsibilities with respect to the Fund. The Sub-Adviser shall render such reports to the Adviser and/or to the Trust’s Board of Trustees concerning the investment activity and portfolio composition of the Fund in such form and at such intervals as the Adviser or the Board may from time to time reasonably require.

 

  (4) The Sub-Adviser shall, in the name of the Trust, place or direct the placement of orders for the execution of portfolio transactions in accordance with the policies with respect thereto, as described above. In connection with the placement of orders for the execution of the Fund’s portfolio transactions, the Sub-Adviser shall create and maintain all necessary brokerage records of the Trust in accordance with all applicable law, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. All records shall be the joint property of the Trust and the Sub-Adviser, and the Sub-Adviser shall make such records available for inspection and use by the Securities and Exchange Commission, the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Sub-Adviser for the period and in the place required by Rule 31a-2 under the 1940 Act.

 

  (5) In placing orders or directing the placement of orders for the execution of portfolio transactions, the Sub-Adviser shall select brokers and dealers for the execution of the Fund’s transactions. In selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Sub-Adviser’s investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Adviser may negotiate with and assign to a broker a commission which may exceed the commission which another broker would have charged for effecting the transaction if the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s or the Sub-Adviser’s overall responsibilities to the Sub-Adviser’s discretionary accounts.

The Sub-Adviser shall render such reports to the Adviser and/or to the Fund’s Board of Trustees at such intervals and in such form as may be mutually agreed regarding the total amount and usage of all commissions generated as a result of trades executed for the Fund’s holdings, as well as information regarding third-party services, if any, received by the Sub-Adviser as a result of trading activity with select brokers and dealers.

 

  (b) The Sub-Adviser shall use the same skill and care in providing services to the Trust as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will materially comply with all applicable rules and regulations of the Securities and Exchange Commission in providing investment management services with respect to the Fund.

 

  (c) The Sub-Adviser shall (i) comply with all reasonable requests of the Trust (through the Adviser) for information, including information required in connection with the Trust’s filings with the Securities and Exchange Commission (the “SEC”) and state securities commissions, and (ii) provide such other services as the Sub-Adviser shall from time to time determine to be necessary to the administration of the Trust.

 

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  (d) At such intervals and in such form as may be mutually agreed, the Sub-Adviser shall furnish to the Adviser for distribution to the Trust’s Board of Trustees reports on the investment performance of the Fund and on the performance of its obligations under this Agreement and shall supply such additional reports and information as the Trust’s officers or Board of Trustees shall reasonably request.

 

  (e) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Sub-Adviser also may purchase or sell a particular security for one or more clients in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. In no instance, however, will the Fund’s assets be purchased from or sold to the Adviser, the Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, the Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act.

 

  (f) Consistent with U.S. securities laws, the Sub-Adviser agrees to adopt written trade allocation procedures that the Sub-Adviser considers “fair and equitable” to its clients which are consistent with the investment objectives, policies and restrictions of the Fund, as described above. The Sub-Adviser also agrees to effect securities transactions in client accounts consistent with the allocation system described in such written procedures.

 

  (g) The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting in its discretion and handling all proxies in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected proxies to the Sub-Adviser.

The Sub-Adviser shall provide to the Advisor a copy of Sub-Adviser’s written proxy voting policies and procedures, as adopted, including policies on addressing potential conflicts of interest and a copy of any summary of the procedures, if applicable. Sub-Adviser shall also be responsible for maintaining records with respect to the proxy votes cast for the Fund. The records shall conform to the applicable SEC proxy regulations.

Records of all applicable proxy voting records will be provided to the Adviser within 5 business days of any request, written or oral (voting records should be available in hard and soft copy).

 

  (h) The Sub-Adviser shall review all notices, including but not limited to corporate action notices, and provide and respond to all corresponding requests for information in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected corporate action notices to the Sub-Adviser.

 

  (i) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement and/or any termination or resignation of senior (key) personnel who are directly responsible for portfolio management for the Fund.

 

  (j) The Sub-Advisor shall have no responsibility for filing claims on behalf of the Adviser or the Trust with respect to any class action, bankruptcy proceeding or any other action or proceeding in which the Adviser or the Trust may be entitled to participate as a result of the Fund’s security holdings. The Sub-Adviser’s responsibility with respect to such matters shall be limited to cooperating with the Adviser and the Trust in making such filings and to using its best efforts in sharing applicable information regarding such matters with the Adviser and the Trust.

 

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3. Delivery of Documents to the Adviser

The Sub-Adviser has furnished the Adviser with copies of each of the following documents:

 

  (a) The Sub-Adviser’s current Form ADV and any amendments thereto, if applicable;

 

  (b) The Sub-Adviser’s most recent audited balance sheet, which may be provided via the consolidated balance sheet for IGM Financial, Inc.;

 

  (c) Separate lists of persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to the fund accounting agent of Trust assets for the Fund;

 

  (d) The Business Conduct Policy and/or the Code of Ethics of the Sub-Adviser as currently in effect; and

 

  (e) The Sub-Adviser’s compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Investment Adviser Act of 1940 (the “Adviser Act”).

The Sub-Adviser will furnish the Adviser from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Additionally, the Sub-Adviser will provide to the Adviser such other documents relating to its services under this Agreement as the Adviser may reasonably request on a periodic basis. Such amendments or supplements as to items (a) through (d) above will be provided within 30 days of the time such materials became available to the Sub-Adviser.

 

4. Expenses

During the terms of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under this Agreement, except as otherwise agreed to by the Sub-Adviser and the Adviser.

 

5. Compensation

In payment for the investment sub-advisory services to be rendered by the Sub-Adviser in respect of the Fund hereunder, the Adviser shall pay to the Sub-Adviser as full compensation for all services hereunder a fee computed at an annual rate which shall be a percentage of the average daily value of the net assets of the Fund. The fee shall be accrued daily and shall be based on the net asset values of all of the issued and outstanding shares of the Fund as determined as of the close of each business day pursuant to the Declaration of Trust, Bylaws and currently effective Prospectus and Statement of Additional Information of the Trust. The fee shall be payable in arrears on the last day of each calendar month.

The amount of such annual fee, in U.S. dollars, as applied to the average daily value of the net assets of the Fund shall be as described in the schedule below:

 

Net Portfolio Assets

   

Fee

  

Up to $500 million

      0.500 % 

Over $500 million and up to $1 billion

      0.425 % 

Over $1 billion and up to $2 billion

      0.415 % 

Over $2 billion and up to $3 billion

      0.400 % 

Over $3 billion

      0.380 % 

 

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6. Renewal and Termination

This Agreement shall continue in effect until September 30, 2015, and from year to year thereafter provided such continuance is specifically approved at least annually by a vote of the holders of the majority of the outstanding voting securities of a Fund, or by a vote of the majority of the Trust’s Board of Trustees. And further provided that such continuance is also approved annually by a vote of the majority of the Trust’s Board of Trustees who are not parties to this Agreement or interested persons of parties hereto, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may also be terminated at any time without payment of penalty upon the occurrence of one of the following: (i) by the Trust’s Board of Trustees or by a vote of a majority of the outstanding voting securities of the class of capital stock of the Fund on sixty days’ prior written notice, or (ii) by either party hereto upon sixty days’ prior written notice to the other. This Agreement will terminate automatically upon any termination of the Investment Management Agreement between the Trust and the Adviser or in the event of its assignment. The terms “interested person,” “assignment” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth in the 1940 Act.

 

7. General Provisions

 

  (a) The Sub-Adviser may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be provided by the 1940 Act, neither the Sub-Adviser nor its officers, directors, employees or agents shall be subject to any liability for any error of judgment or mistake of law or for any loss arising out of any investment or other act or omission in the performance by the Sub-Adviser of its duties under this Agreement or for any loss or damage resulting from the imposition by any government or exchange control restrictions which might affect the liquidity of the Fund’s assets, or from acts or omissions of the Adviser or custodians or other agents of the Trust or the Fund or securities depositories, or from any war or political act of any foreign government to which such assets might be exposed, provided that nothing herein shall be deemed to protect, or purport to protect, the Sub-Adviser against any liability to the Trust to which the Sub-Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder, or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties hereunder.

 

  (b) The Adviser and the Trust’s Board of Trustees understand that the value of investments made for the Account may go up as well as down, is not guaranteed and that investment decisions will not always be profitable. Neither the Sub-Adviser nor the Adviser have made, and are not making, any guarantees, including any guarantee as to any specific level of performance of the Fund. The Adviser and the Trust’s Board of Trustees acknowledge that each Fund is designed for the described investment objective and is not intended as a complete investment program. They also understand that investment decisions made on behalf of the Fund by the Sub-Adviser are subject to various market and business risks.

 

  (c) This Agreement shall not become effective unless and until it is approved by the Board of Trustees of the Trust, including a majority of the members who are not “interested persons” to parties to this Agreement, by a vote cast in person at a meeting called for the purpose of voting such approval, and by a majority of the outstanding voting securities of the class of capital stock of the Fund.

 

  (d) The Adviser understands that the Sub-Adviser now acts, will continue to act, or may act in the future, as investment adviser to fiduciary and other managed accounts, including other investment companies, and the Adviser has no objection to the Sub-Adviser so acting, provided that the Sub-Adviser duly performs all obligations under this Agreement. The Adviser also understands that the Sub-Adviser may give advice and take action with respect to any of its other clients or for its own account which may differ from the timing or nature of action taken by the Sub-Adviser with respect to the Fund. Nothing in this Agreement shall impose upon the Sub-Adviser any obligation to purchase or sell or to recommend for purchase or sale, with respect to the Trust, any security which the Sub-Adviser or its shareholders, directors, officers, employees or affiliates may purchase or sell for its or their own account(s) or for the account of any other client.

 

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  (e) Except to the extent necessary to perform its obligations hereunder, nothing herein shall be deemed to limit or restrict the right of the Sub-Adviser, or the right of any of its officers, directors or employees who may also be an officer, trustee or employee of the Trust, or persons otherwise affiliated with the Trust (within the meaning of the 1940 Act) to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other trust, corporation, firm, individual or association.

 

8. Confidential Treatment

It is understood that any information or recommendation supplied by the Sub-Adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser, the Fund or such persons as the Adviser may designate in connection with the Fund. It is also understood that any information supplied to the Sub-Adviser in connection with the performance of its obligations hereunder, particularly, but not limited to, any list of securities which, on a temporary basis, may not be bought or sold for the Fund, is to be regarded as confidential and for use only by the Sub-Adviser in connection with its obligation to provide investment advice and other services to the Fund.

 

9. Representations and Warranties

The Sub-Adviser hereby represents and warrants as follows:

 

  (a) The Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, and such registration is current, complete and in full compliance with all material applicable provisions of the Advisers Act and the rules and regulations thereunder;

 

  (b) The Sub-Adviser has all requisite authority to enter into, execute, deliver and perform the Sub-Adviser’s obligations under this Agreement;

 

  (c) The Sub-Adviser’s performance of its obligations under this Agreement does not conflict with any law, regulation or order to which the Sub-Adviser is subject; and

 

  (d) The Sub-Adviser has reviewed the portion of (i) the registration statement filed with the SEC, as amended from time to time, for the Fund (“Registration Statement”), and (ii) Fund’s prospectuses and statements of additional information (including amendments) thereto, in each case in the form received from the Adviser with respect to the disclosure about the Sub-Adviser and the Fund of which the Sub-Adviser has knowledge and except as advised in writing to the Adviser such Registration Statement, prospectuses and statements of additional information (including amendments) contain, as of their respective dates, no untrue statement of any material fact of which the Sub-Adviser has knowledge and do not omit any statement of a material fact of which the Sub-Adviser has knowledge which was required to be stated therein or necessary to make the statements contained therein not misleading.

 

10. Representations and Warranties

The Adviser hereby represents and warrants as follows:

 

  (a) The Adviser is registered with the SEC as an investment adviser under the Advisers Act, and such registration is current, complete and in full compliance with all material applicable provisions of the Advisers Act and the rules and regulations thereunder;

 

  (b) The Adviser has all requisite authority to enter into and execute this Investment Sub-Advisory Agreement, in accordance with the Investment Management Agreement between the Trust and the Adviser, dated November 13, 2008;

 

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  (c) The Adviser’s performance of its obligations under this Agreement does not conflict with any law, regulation or order to which the Adviser is subject.

 

11. Reports by the Sub-Adviser and Records of the Fund

The Sub-Adviser shall furnish the Adviser with reports concerning transactions and performance of the Fund, including information required to be disclosed in the Trust’s Registration Statement, in such form and at such intervals as may be mutually agreed from time to time. The Sub-Adviser shall permit the financial statements, books and records with respect to the Fund to be inspected and audited by the Trust, the Adviser or their agents during normal business hours, upon reasonable notice to the Sub-Adviser. The Sub-Adviser shall immediately notify and forward to the Adviser any legal process served upon it on behalf of the Adviser or the Trust. The Sub-Adviser shall promptly notify the Adviser of any changes in any information concerning the Sub-Adviser of which the Sub-Adviser becomes aware that would be required to be disclosed in the Trust’s Registration Statement.

In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser agrees that all records it maintains for the Fund are the joint property of the Sub-Adviser and the Trust and further agrees to deliver to the Trust or the Adviser copies of any such records upon the Trust’s or the Adviser’s request. The Sub-Adviser further agrees to maintain for the Trust the records the Trust is required to maintain under Rule 31a-1(b) insofar as such records relate to the investment affairs of the Fund. The Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records it maintains for the Trust.

 

12. Indemnification

The Sub-Adviser agrees to indemnify and hold harmless the Fund, each independent trustee of the Fund, the Adviser, any affiliated person within the meaning of Section 2(a)(3) of the 1940 Act (“affiliated person”) of the Adviser and each person, if any, who, within the meaning of Section 15 of the Securities Act of 1933, as amended (the “1933 Act”), controls (“controlling person”) the Adviser, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Adviser, the Fund, the Trust or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Sub-Adviser’s responsibilities as sub-adviser of the Fund pursuant to this Agreement (1) to the extent of and as a result of the willful misconduct, bad faith, or gross negligence of the Sub-Adviser, any of the Sub-Adviser’s employees or representatives or any affiliate of or any person acting on behalf of the Sub-Adviser, or (2) as a result of any untrue statement of a material fact contained in the Registration Statement, prospectuses or statements of additional information covering the Fund or the Trust or any amendment thereof or any supplement thereto or the omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made in reliance upon written information furnished by the Sub-Adviser to the Adviser, the Trust or any affiliated person of the Adviser or the Trust expressly for use in the Trust’s Registration Statement, or (3) to the extent of, and as a result of, the failure of the Sub-Adviser to execute, or cause to be executed, portfolio transactions according to the standards and requirements of the 1940 Act; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of the Adviser or any affiliated person or controlling person of the Adviser deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

The Adviser agrees to indemnify and hold harmless the Sub-Adviser, each affiliated person of the Sub-Adviser and each controlling person of the Sub-Adviser against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Sub-Adviser or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of (1) the Adviser’s responsibilities as investment manager of the Fund to the extent of and as a result of the willful misconduct, bad faith, or gross negligence of the Adviser, any of the Adviser’s employees or representatives or any affiliate of or any person acting on behalf of the

 

A-7

Adviser, or (2) as a result of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, prospectuses or statements of additional information covering the Fund or the Trust or any amendment thereof or any supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made by the Trust other than in reliance upon written information furnished by the Sub-Adviser, or any affiliated person of the Sub-Adviser, expressly for use in the Trust’s Registration Statement; provided, however, that in no case is the Adviser’s indemnity in favor of the Sub-Adviser deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

 

13. Assignment by the Sub-Adviser

This Agreement shall not be assigned by the Sub-Adviser to any other person or company without the Adviser’s prior written consent which consent shall not be unreasonably withheld by the Adviser, although such consent shall be subject to the approval of the Board of Trustees for the Trust.

 

14. Jurisdiction and Applicable Law

The Sub-Adviser irrevocably submits to the jurisdiction of any state or U.S. federal court sitting in the State of Kansas over any suit, action or proceeding arising out of or relating to this proposal and the agreement contemplated herein. This Agreement shall be construed and enforced in accordance with the laws of Delaware, the 1940 Act and the applicable rules and guidance issued by the Securities and Exchange Commission and its staff thereunder. The Sub-Adviser irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. The Sub-Adviser agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Sub-Adviser, and may be enforced to the extent permitted by applicable law in any court of the jurisdiction of which the Sub-Adviser is subject by a suit upon such judgment.

Nothing in this Section 14 shall affect the right of the Adviser to serve process in any manner permitted by law or limit the right of the Adviser to bring proceedings against the Sub-Adviser in the courts of any jurisdiction or jurisdictions.

 

15. Notices

All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered or sent by pre-paid first class letter post to the following addresses or to such other address as the relevant addressee shall hereafter notify for such purpose to the others by notice in writing and shall be deemed to have been given at the time of delivery.

 

If to the Adviser:

    IVY INVESTMENT MANAGEMENT COMPANY
   6300 Lamar Avenue
   Overland Park, KS 66202, U.S.A.
   Attention: Henry J. Herrmann, President

If to the Trust or Fund:

    IVY FUNDS
   6300 Lamar Avenue
   Overland Park, KS 66202, U.S.A.
   Attention: Mara D. Herrington, Vice President

If to the Sub-Adviser:

    MACKENZIE FINANCIAL CORPORATION
   150 Bloor Street West, Suite 300
   Toronto, Ontario
   Canada M5S 3B5
   Attention: Edward L. Merchand

 

A-8

16. Severability

Should any part of this Agreement be held invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors.

 

17. Counterparts

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all such counterparts shall constitute a single instrument.

IN WITNESS WHEREOF, the parties have duly executed this Agreement.

IVY INVESTMENT MANAGEMENT COMPANY

 

By:

  

 

  Henry J. Herrmann

Its:

   President

Date:

   February 21, 2014

MACKENZIE FINANCIAL CORPORATION

 

By:

  

 

Its:

   Senior Vice President and Chief Financial Officer

Date:

   February 21, 2014

 

A-9

Appendix B

Table of 5% Owners of the Fund

 

B-1

IVY FUNDS

 

PROXY TABULATOR

P.O. BOX 9112

FARMINGDALE, NY 11735

   

 

To vote by Internet

 

1)    Read the Proxy Statement and have the proxy card below at hand.

2)    Go to website www.proxyvote.com

3)    Follow the instructions provided on the website.

 

To vote by Telephone

 

1)    Read the Proxy Statement and have the proxy card below at hand.

2)    Call 1-800-690-6903

3)    Follow the instructions.

 

To vote by Mail

 

1)    Read the Proxy Statement.

2)    Check the appropriate boxes on the proxy card below.

3)    Sign and date the proxy card.

4)    Return the proxy card in the envelope provided.

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:            

M64608-TBD

 

     

 

 KEEP THIS PORTION FOR YOUR RECORDS

 

   

 

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.     DETACH AND RETURN THIS PORTION ONLY

  

 

 

    

         

 

 

THE BOARD OF TRUSTEES OF IVY CUNDILL GLOBAL VALUE FUND RECOMMENDS A VOTE “FOR” EACH PROPOSAL.

   For   Against   Abstain

1.

    To approve a new sub-advisory agreement between Mackenzie Financial Corporation and IICO.   ¨   ¨   ¨

2.

    To approve the use of a “manager of managers” structure whereby the Fund’s investment manager will be able to hire and replace sub-advisers for the Fund without shareholder approval.   ¨   ¨   ¨

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.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

 

    

               

Signature [PLEASE SIGN WITHIN BOX]

   Date      Signature [Joint Owners]   Date

 

 

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting:

The Notice of Special Meeting of Shareholders and Proxy Statement are available at

www.proxyvote.com.

 

 

 

M64609-TBD

 

 

 

IVY CUNDILL GLOBAL VALUE FUND

 

SPECIAL MEETING OF THE SHAREHOLDERS FEBRUARY 21, 2014

 

THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF IVY CUNDILL GLOBAL VALUE FUND

The undersigned, having received Notice of the February 21, 2014 Special Meeting of Shareholders of Ivy Cundill Global Value Fund (the “Fund”) and the related Proxy Statement, hereby appoints [            ] and [        ] as proxies, each with full power of substitution and revocation, to represent the undersigned and to vote all shares of the Fund that the undersigned is entitled to vote at the Special Meeting of Shareholders of the Fund to be held at 6300 Lamar Avenue, Overland Park, Kansas on Friday, February 21, 2014 at 4:00 p.m. Central Time, and any adjournments or postponements thereof. The undersigned hereby revokes any and all proxies with respect to such shares previously given by me. This instruction may be revoked at any time prior to its exercise at the Special Meeting by execution of a subsequent proxy card, by written notice to the Secretary of the Trust, or by voting in person at the Special Meeting.

 

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. IF YOU ARE NOT VOTING BY PHONE OR INTERNET, PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.

 

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