EXPENSE REIMBURSEMENT AGREEMENT
Exhibit (h)(169)
EXPENSE REIMBURSEMENT AGREEMENT
THIS EXPENSE REIMBURSEMENT AGREEMENT is made by and among Ivy Investment Management Company (“IICO”), Ivy Distributors, Inc. (“IDI”), Xxxxxxx & Xxxx Services Company, doing business as WI Services Company (“WISC”) and Ivy Funds (the “Trust”) on behalf of each series of the Trust set forth below (each a “Fund” and, collectively, the “Funds”).
WHEREAS, Ivy Funds, a Delaware statutory trust, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-ended management investment company of the series type, and each Fund is a series of Ivy Funds; and
WHEREAS, Ivy Funds, IICO, IDI and/or WISC have determined that it is appropriate and in the best interests of each Fund and its shareholders to maintain the expenses of the Fund at a level below the level to which each Fund may normally be subject;
NOW THEREFORE, the parties hereto agree as follows:
1. | Reimbursement of Expenses. |
1.1 | Applicable Reimbursement Level and Term of Reimbursement. For the period from August 1, 2019 through July 31, 2020, IICO, IDI and/or WISC agrees to reimburse sufficient management fees, Rule 12b-1 fees and/or shareholder servicing fees to cap the total annual ordinary fund operating expenses (which would exclude interest, taxes, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses, if any) for the Class of shares of each Fund set forth below at the level in the following table (the “Reimbursement Amount”): |
Fund |
Class A |
Class B |
Class C |
Class E |
Class I |
Class N |
Class R |
Class Y | ||||||||
Ivy Asset Strategy Fund |
1.00% | |||||||||||||||
Ivy Core Equity Fund |
1.04% | 2.13% |
1.02% |
0.84% |
0.84% | |||||||||||
Ivy Emerging Markets Equity Fund |
1.58% | 2.50% | 0.99% | 0.99% | ||||||||||||
Ivy Energy Fund |
1.41% | 2.29% |
2.11% |
0.99% | ||||||||||||
Ivy Global Bond Fund |
0.99% | 1.74% |
1.74% |
0.74% | 0.74% |
0.99% | ||||||||||
Ivy Global Equity Income Fund |
1.24% | 1.95% |
1.13% |
0.92% |
1.19% | |||||||||||
Ivy Global Growth Fund |
2.58% | 1.06% | ||||||||||||||
Ivy Government Money Market Fund |
0.51% |
|||||||||||||||
Ivy High Income Fund |
1.71% |
1.66% |
1.08% |
|||||||||||||
Ivy International Core Equity Fund |
1.25% | 2.11% |
1.93% |
1.23% |
0.79% | 0.79% | 1.53% |
1.18% | ||||||||
Ivy Large Cap Growth Fund |
1.05% | 1.85% |
1.13% |
0.69% | 0.69% |
1.05% | ||||||||||
Xxx XxXxxxx Global Real Estate Fund |
1.51% | 2.18% | 1.05% | 1.05% | 1.80% |
|||||||||||
Ivy Limited-Term Bond Fund |
0.95% |
|||||||||||||||
Ivy Managed International Opportunities Fund |
0.49% | 1.40% |
1.29% |
0.16% | .72% |
0.38% | ||||||||||
Ivy Mid Cap Growth Fund |
1.31% | 2.09% |
1.28% |
0.79% | 0.79% | |||||||||||
Ivy Mid Cap Income Opportunities Fund |
1.35% |
2.07% |
1.30% |
1.80% |
1.35% | |||||||||||
Ivy Municipal Bond Fund |
0.84% | 0.70% | ||||||||||||||
Ivy Municipal High Income Fund |
1.62% |
1.58% |
0.61% |
0.94% | ||||||||||||
Ivy Natural Resources Fund |
1.27% |
|||||||||||||||
Ivy Science and Technology Fund |
2.03% |
1.28% |
||||||||||||||
Ivy Securian Core Bond Fund |
0.99% |
0.54% | 0.54% | |||||||||||||
Ivy Securian Real Estate Securities Fund |
1.37% |
|||||||||||||||
Ivy Small Cap Core Fund |
0.89% | 0.89% | ||||||||||||||
Ivy Small Cap Growth Fund |
2.22% |
2.05% |
1.35% |
0.89% | 0.89% | |||||||||||
Ivy Value Fund |
1.22% | 2.36% | 0.92% |
1.2 | Payment of Reimbursement Amount. To effect the expense reimbursement provided for in this Agreement, the Fund may offset the appropriate Reimbursement Amount against the management fees, Rule 12b-1 fees and/or shareholder servicing fees payable under the Investment Management Agreement, Rule 12b-1 Plan and/or the Shareholder Servicing Agreement. Alternatively, the Reimbursement Amount shall be paid directly by IICO, IDI and/or WISC. Such offset shall be taken, or such direct payment shall be paid, two times per year within 30 days following the date of a Fund’s applicable semi-annual or annual reporting period. |
2. | Termination and Effectiveness of Agreement. |
2.1 | Termination. This Agreement shall terminate with respect to the applicable Class of shares of the Fund upon termination of the Fund’s Investment Management Agreement, Rule 12b-1 Plan and/or Shareholder Servicing Agreement or on July 31, 2020, whichever comes first. This Agreement may be terminated prior to expiration if such termination is approved by the Board of Trustees of the Trust, including the vote of a majority of the trustees who are not “interested persons” as defined in the 1940 Act. This Agreement supersedes any prior expense reimbursement agreements between a Fund, IICO, IDI and/or WISC as it relates specifically to the waivers identified above. |
2.2 | Effectiveness. This Agreement shall be effective August 1, 2019. |
3. | Miscellaneous. |
3.1 | Captions. The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any of the provisions hereof. |
3.2 | Interpretation. Nothing contained herein shall be deemed to require the Board of Trustees of Ivy Funds (“Trust”) or the Fund to take any action contrary to the Trust’s Declaration of Trust or Bylaws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Board of Trustees of the Trust of its responsibility for and control of the conduct of the affairs of the Trust or the Fund. |
3.3 | Definitions. Any question of interpretation of any term or provision of this Agreement, including but not limited to the management fees, the Rule 12b-1 Plan and/or shareholder servicing fees, the computations of net asset values, and the allocation of expenses, having a counterpart in, or otherwise derived from, the terms and provisions of the Investment Management Agreement, Rule 12b-1 Plan, the Shareholder Servicing Agreement or the 1940 Act, shall have the same meaning as and be resolved by reference to the Investment Management Agreement, Rule 12b-1 Plan, the Shareholder Servicing Agreement or the 1940 Act. |
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly authorized as of May 22, 2019.
IVY FUNDS | ||
By: | /s/ Xxxxxxxx X. Xxxxxx | |
Xxxxxxxx X. Xxxxxx, Secretary | ||
IVY INVESTMENT MANAGEMENT COMPANY | ||
By: | /s/ Xxxx X. Xxxxxxx, Xx. | |
Xxxx X. Xxxxxxx, Xx., Executive Vice President, | ||
Chief Administrative Officer | ||
IVY DISTRIBUTORS, INC. | ||
By: | /s/ Xxx X. Xxxxxxx | |
Xxx X. Xxxxxxx, President | ||
XXXXXXX & XXXX SERVICES COMPANY | ||
By: | /s/ Xxxx X. Xxxxxxx, Xx. | |
Xxxx X. Xxxxxxx, Xx., Executive Vice President, | ||
Chief Administrative Officer |