Ivy Investment Management Company

ITEM 5: FEES AND COMPENSATION
Ivy generally charges clients asset-based investment management fees for the investment advisory services
it provides. Ivy’s fee schedules vary from product to product based on a variety of factors, including but
not limited to the portfolio manager, strategy, investment vehicle, degree of servicing required, market-
place conditions and other factors Ivy deems relevant. The fees applicable to each Pooled Account managed
by Ivy are outlined in each Pooled Account’s offering documents. In addition, Ivy’s current institutional
fee schedules generally range from 35-75 bps on an annual basis for domestic equity investment strategies,
60-85 bps for global and international equity strategies, 55 bps for global asset allocation strategies and 25-
55 bps for fixed-income strategies. Ivy may also earn a performance fee from certain clients based on the
performance achieved by an account, provided the client is a “Qualified Client” as defined under the
Advisers Act. See Item 6 – “Performance-Based Fees and Side-by-Side Management” for more
information about performance-based fees.

Ivy’s investment management fees are typically calculated as a percentage of the market value of an
account’s assets under management in accordance with its contractual agreements. Fee breakpoints are
available for certain strategies and product types. In certain instances, Ivy calculates the fee rate applicable

to a client based on the assets held across multiple accounts managed by Ivy for the client. Clients that
became Ivy clients prior to the date of this Brochure may have different fee arrangements from those
described above. Each such fee arrangement is outlined in either the applicable offering documents or
investment management agreement entered into between Ivy and the client.

When Ivy or an affiliate prices account holdings or provides valuation assistance and those prices or
valuations are used for billing purposes, a conflict of interest may arise. To mitigate this risk Ivy or its
affiliate will seek to reasonably estimate values in good faith and in accordance with applicable laws,
policies, and procedures.

Ivy may, in its sole discretion, charge lower management fees or waive account minimums based on certain
criteria including product type, investment strategy, client type, client domicile, services provided, the
client’s historical relationship with the firm, number of related investment accounts, account composition
or size, anticipated future earning capacity, current and anticipated future assets under management,
marketplace considerations, early adoption of an investment strategy or investment in a particular vehicle,
client’s operational or investment limitations or restrictions and other factors Ivy deems relevant. In
appropriate circumstances, Ivy may waive or reduce all or a portion of the fees charged to particular clients
in its sole and absolute discretion. Fees may be waived or reduced for accounts held by or on behalf of Ivy
and its employees, principals, shareholders or affiliates. Assets from related accounts in similar Pooled
Accounts may be aggregated for fee calculation purposes.

Ivy is limited in its ability to negotiate fees, in part, due to historic client contracts, which, in some cases,
may require Ivy to charge the same fee schedule to similarly-situated clients. Ivy generally considers
separately managed account clients to be similarly-situated if they are domiciled in the same country, are
invested in the same investment vehicle managed as a component of the same investment strategy, are of
the same client type and have a similar account size, among other factors.

Fee Billing
As a general matter, advisory fees for clients are billed quarterly, in arrears. Invoices for advisory fees are
payable upon receipt. Fees are ordinarily based on the level of total assets under management within the
relevant account(s), including allocations to cash, on the appropriate valuation day.

Fee calculation methods are dictated by the client’s investment management agreement and/or the relevant
offering documents. Most commonly, the quarterly fee is calculated by applying the annual fee rate to the
average assets and dividing by four. The average value of assets for each quarter is generally determined
by adding the market value of the assets, as determined by Ivy in accordance with commercially reasonable
practices, at the beginning of the first day of the quarter and the market value of the assets at the end of the
last day of each month during the quarter and dividing by four. Calculations are based on market value,
which includes realized and unrealized gains and losses. Upon agreement, the aggregated assets of a client
managed by Ivy may be used to determine any fee breakpoints. Fees will then be applied on a pro-rata
basis to the various client accounts. If assets are managed for a partial period due to account inception or
termination, or if significant contributions or withdrawals are made to or from an account, the fee for such
period will be equitably prorated. For this purpose, a significant contribution or withdrawal is generally
defined as 15% or more of the account's current market value.

If a client requests that Ivy automatically deduct investment management fees from its account(s), Ivy will
bill the client’s custodian directly.

In addition, where Ivy or its affiliates provide model portfolios for use in wrap fee programs sponsored by
unaffiliated investment advisers or other types of financial services firms, the applicable fees are negotiated
with each particular institution.

Other Fees
The advisory fees described above do not include brokerage commissions, transaction fees and other related
costs and expenses which shall be incurred by the client. Clients incur certain charges imposed by third
parties such as custodial fees. Clients incur brokerage commissions and other execution costs charged by
...

ITEM 7: TYPES OF CLIENTS

Description
Ivy provides or may provide investment management services for a variety of clients, including:

    •   Public and private institutional clients, including government entities, pension plans, Taft-Hartley
        plans, corporations (both affiliated and unaffiliated), charitable organizations (foundations,
        endowments, etc.) and insurance companies;
    •   High net worth individuals;
    •   Collective Investment Trusts; and
    •   A Private Fund in the form of a privately placed commingled or pooled investment vehicle
        organized as a U.S. limited liability company.

Ivy or its affiliates may also provide non-discretionary advice in the form of model portfolios that are
offered through third-party investment advisers and/or other types of financial services firms for use with
their clients.

To help the U.S. government fight the funding of terrorism, and money laundering activities, Ivy seeks to
obtain, verify, and record information that identifies each client who retains Ivy to manage its account or
who invests in a pooled vehicle managed by Ivy. In this regard, when a client or investor seeks to open an
account, Ivy may ask for the name, address, tax/employer identification number (or any other registration
number issued in the jurisdiction of location or incorporation) and other reasonably required information
that will allow Ivy to identify the client. Ivy may ask for information and documentation regarding source
of funds to be invested. Ivy also reserves the right to ask for more information regarding the individuals

who are beneficial owners of, or exercise control over, the client account. Ivy may ask for the names of
such beneficial owners and may also ask for addresses, dates of birth, and other information that will allow
Ivy to identify such beneficial owners. Ivy may also request such other information as may be necessary
to comply with applicable law. Furthermore, Ivy may verify any of the aforementioned information using
third-party sources and may share that information as required by applicable law or in connection with the
execution of trades on behalf of that client or investor. In certain circumstances, Ivy may rely on its client’s
or investor’s broker-dealer, administrator, transfer agent, custodian or placement agent to obtain, verify and
record the required information.

Account Minimums
For new accounts, Ivy generally requires the following account minimums:

                                ACCOUNT             ASSET MINIMUM
                                EQUITY
                                 Core                     $10 Million
                                 Small Cap Growth         $10 Million
                                 Mid Cap Growth           $10 Million
                                 Large Cap Growth         $10 Million
                                 Large Cap Value          $10 Million
                                 International Core       $10 Million

Ivy may consider accounts below the minimum assets shown under certain circumstances.