Ivy Variable Insurance Portfolios DEF 14ADefinitive proxy

PROXY MATERIALS

Delaware Ivy Global Equity Income Fund and Delaware Ivy International Value Fund,

each a series of Ivy Funds

Delaware Ivy VIP^® Global Equity Income, a series of Ivy Variable Insurance Portfolios

Dear Shareholder:

I am writing to let you know that a joint special meeting (the “Meeting”) of shareholders of the Delaware Funds^® by Macquarie funds listed above (each, a “Fund” and collectively, the “Funds”) will be held virtually on June 17, 2022, at 4:00 p.m., Eastern time.  The purpose of the Meeting is to vote on two important proposals that affect each Fund and your investment in one or more of them.   As a shareholder, you have the opportunity to voice your opinion on the matters that affect your Fund(s).  This package contains information about the proposals and the materials to use when voting by mail, telephone, or through the Internet.

Please read the enclosed materials and cast your vote on the proxy card(s) or by telephone or via the Internet.  Please vote your shares promptly.  Your vote is extremely important, no matter how large or small your holdings may be.

The proposals have been carefully reviewed by the Boards of Trustees of the Ivy Funds and Ivy Variable Insurance Portfolios (each a “Trust” and together, the “Trusts”), which is comprised of thirteen Trustees.  The Trustees, all but one of whom are not “interested persons” of Delaware Funds, believe these proposals are in the best interests of shareholders. The Trustees recommend that you vote FOR each proposal.

The enclosed overview is provided to assist you in understanding the proposals.  Each of the proposals is described in greater detail in the enclosed Proxy Statement.

Voting is quick and easy.  Everything you need is enclosed. To cast your vote, simply complete the proxy card(s) enclosed in this package.  Be sure to sign the card(s) before mailing it (them) in the postage-paid envelope.  You may also vote your shares by touch-tone telephone or through the Internet.  Simply call the toll-free number or visit the Web site indicated on your proxy card(s), enter the control number found on the card(s), and follow the recorded or online instructions.

If you have any questions before you vote, please call AST Fund Solutions (“AST”), the Funds’ proxy solicitor, at (866) 721-1324. AST will help you get your vote in quickly.  You may also receive a telephone call from AST reminding you to vote your shares.  Thank you for your participation in this important initiative.

Sincerely,

Shawn K. Lytle
President, Chief Executive Officer, and Trustee
May 6, 2022

NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 17, 2022

To the Shareholders of:

NOTICE IS HEREBY GIVEN that a joint special meeting (the “Meeting”) of shareholders of the specific series (each, a “Fund” and collectively, the “Funds”) within the open-end registered investment company listed above (each, a “Trust” and together, the “Trusts”) will be held virtually on June 17, 2022 at 4:00 p.m., Eastern time. The Meeting is being called to vote on the following proposals:

 1. To approve an amendment to the fundamental investment restriction related to industry concentration.

 2. To approve a change in the diversification status.

 Shareholders of record of the Funds as of the close of business on April 15, 2022 are entitled to notice of, and to vote at, the Meeting or any adjournment thereof.  Shareholders must hold their shares as of the Record Date in order to be admitted to the Meeting. Whether or not you plan to attend the Meeting, please vote your shares by returning the proxy card(s) by mail in the enclosed postage-paid envelope provided, or by voting by telephone or over the Internet.  Your vote is important.

May 6, 2022

PROXY STATEMENT

JOINT PROXY STATEMENT

DATED MAY 6, 2022

Delaware Ivy Global Equity Income Fund and Delaware Ivy International Value Fund,

each a series of Ivy Funds

Delaware Ivy VIP^® Global Equity Income, a series of Ivy Variable Insurance Portfolios

This joint proxy statement (the “Proxy Statement”) solicits proxies to be voted at a joint special meeting of shareholders (the “Meeting”) of the specific series (each, a “Fund” and collectively, the “Funds”) within the registered open-end management investment companies listed above (each, a “Trust” and together, the “Trusts”), which are issuing proxy solicitation materials.  The Meeting was called by the Boards of Trustees of the Trusts (collectively the “Board”) to vote on the following proposals (each, a “Proposal” and collectively, the “Proposals”), each of which is described more fully below:

This Proxy Statement gives you information about the Proposals and other matters that you should know before voting.  The Board has determined that the joint use of this Proxy Statement for the Meeting is in the best interests of each Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders of the Funds.

Two or more shareholders of a Fund who share an address might receive only one annual report or Proxy Statement, unless the Fund has received instructions to the contrary.  Each Fund will promptly send a separate copy of such documents to any shareholder upon request.  To request a separate copy of an annual report or the Proxy Statement, shareholders should contact their Fund at the address and phone number set forth above.

Below is a brief overview of the Proposals to be voted upon.  The Proposals are described in greater detail in the enclosed Proxy Statement.  Your vote is important, no matter how large or small your holdings may be.

You are being asked to vote on the following Proposals:

1. To approve an amendment to the fundamental investment restriction related to industry concentration.

2. To approve a change in the diversification status.

The Proposals are not contingent on one another.

Yes. The Board, which is the same for each of the Funds, has unanimously approved the Proposals, and recommends that you vote to approve the Proposals.

Proposal 1 asks shareholders to approve a change in each Fund’s fundamental investment restriction related to industry concentration to permit it to concentrate in the Consumer Staples industry.

The proposed change to each Fund’s fundamental investment restriction related to industry concentration is being undertaken in response to a portfolio management change for each Fund. The current portfolio management team was appointed to the Funds on November 15, 2021.  The proposed change would align the Funds with the other funds managed by the team.  These changes are intended to provide each Fund’s shareholders with better long-term investment opportunities.

The proposed changes to each Fund’s fundamental investment restriction relating to industry concentration would provide each Fund with greater investment flexibility to enable the portfolio management team to manage the Funds in accordance with such team’s established investment process and approach. If the proposed change to the fundamental investment restriction is approved, management of the Funds believes that there is potential for better long-term returns for each Fund and its shareholders.

Proposal 2 asks shareholders to approve a change in the diversification status of each Fund from “diversified” to “non-diversified” as defined by the 1940 Act to allow each Fund to pursue the portfolio management team’s approach to issuer diversification.

The proposed changes to each Fund’s diversification status would provide each Fund with greater flexibility to invest a larger percentage of each Fund’s assets in fewer issuers or in any one issuer. The proposed change would enable the portfolio management team to focus each Fund’s investments on those securities that such portfolio managers believe are most promising.  Additionally, if the proposed change to each Fund’s diversification status is approved, it would be easier for each Fund to respond to possible future investment opportunities.

 Proposal 1 applies to all three Funds and relates to a change in each Fund’s fundamental investment restriction related to industry concentration.  Each Fund’s current fundamental investment restriction related to industry concentration prevents the Funds from concentrating their investments.  The proposed change to the fundamental investment restriction related to industry concentration so the Fund will concentrate its investments in the Consumer Staples industry.  The Proposal to change each Fund’s fundamental investment restriction related to industry concentration is being undertaken in response to a portfolio management change for each Fund.

The proposed changes to each Fund’s fundamental investment restriction relating to industry concentration would provide each Fund with greater investment flexibility to enable the portfolio management team to manage the Funds in accordance with such team’s established investment process and approach. If the proposed change to the fundamental investment restriction is approved, management of the Funds believes that there is potential for better long-term returns for each Fund and its shareholders.

The Consumer Staples industry consists of companies that are involved in areas such as the production, manufacture, distribution, or sale of, consumer goods and services that have non-cyclical characteristics, such as tobacco, food and beverage, household goods, personal products, and non-discretionary retail. Each Fund currently has the ability to invest, but not concentrate, in the Consumer Staples industry.

In addition, each Fund will add the following disclosure in its statement of additional information under the non-fundamental investment policies section clarifying that for purposes of measuring a Fund’s concentration policy with respect to the Consumer Staples industry, it will divide: (i) the Health Care industry into its various component sub-industries (e.g., equipment, technology, distributors, pharmaceuticals and facilities); and (ii) the Communication Services industry into its various component sub-industries (e.g., advertising, publishing, alternative carriers, movies and entertainment).   This division will permit each Fund the flexibility to invest more of its assets in the Health Care and Communication Services industries than is presently permitted.  This change is non-fundamental and accordingly does not require shareholder approval.

Under the 1940 Act, a fund’s policy regarding concentration of investments in the securities of companies in any particular industry must be fundamental.  The staff of the U.S. Securities and Exchange Commission (“SEC”) takes the position that a fund “concentrates” its investments if it invests more than 25% of its net assets (exclusive of certain items such as cash, U.S. government securities, and certain tax-exempt securities) in any particular industry.  A fund is not permitted to concentrate its investments in any particular industry unless it discloses its intention to do so, and the SEC staff generally takes the position that a fund may not reserve the right to concentrate its investments in the future.

To change a fundamental investment restriction, each Fund must receive the affirmative vote of a “majority of the outstanding voting securities of the Fund,” which is defined in the 1940 Act as the lesser of: (A) 67% or more of the outstanding voting securities of the Fund present at the Meeting, if the holders of more than 50% of the outstanding voting securities of the Fund are present or represented by proxy; or (B) more than 50% of the outstanding voting securities of the Fund (a “1940 Act Majority Vote”).

The current language and the proposed changes to the Funds’ fundamental investment restriction related to industry concentration are shown below:

The proposed change to concentrate in the Consumer Staples industry presents different risks than the risks which each Fund confronts as it is currently managed.  If the Consumer Staples industry

were to underperform investments in alternative industries, then the investment performance of the Funds would not be as strong as they otherwise would have been in the absence of the proposed change. Similarly, the proposed change in implementation of each Fund’s policy on concentration to permit the division of the Health Care and Communication Services industries into their respective component sub-industries may increase the Funds’ exposure to those industries and negatively impact the Funds’ performance. Moreover, if some Fund shareholders are not in favor of a more concentrated portfolio, they may sell their Fund shares and increase investor outflows.  However, management of the Funds and the portfolio management team believe these risks will be mitigated by the potential to create stronger long-term opportunities.

Based on the representations of Fund management, including that the change in fundamental investment policy was intended to allow the portfolio management team to more effectively and consistently manage the Funds in accordance with the team’s established investment strategy, the Board determined that the Proposal was in the best interests of the Funds and their shareholders.  If shareholders approve the Proposal, it is expected that the change would be effective on or about July 29, 2022.

FOR THE REASONS DISCUSSED ABOVE, THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR PROPOSAL 1.

PROPOSAL 2: CHANGE IN DIVERSIFICATION STATUS.

Proposal 2 applies to all three Funds and relates to a change in each Fund’s diversification status.  Proposal 2 asks shareholders to approve a change in the diversification status of each Fund from “diversified” to “non-diversified” as defined by the 1940 Act, to allow each Fund to follow the new portfolio management team’s approach to issuer diversification.

Under the 1940 Act, a fund must state as a fundamental policy whether it is “diversified” or “non-diversified”. Currently, each Fund is classified as a “diversified” fund.  A diversified fund is limited as to the amount it may invest in any single issuer. Under the 1940 Act, a diversified fund may not, with respect to 75% of its total assets, invest in securities of any issuer if, as a result of such investment (i) more than 5% of the value of the fund’s total assets would be invested in securities of any one issuer, or (ii) the fund would hold more than 10% of the outstanding voting securities of any one issuer. This limitation generally requires a diversified fund to invest in securities issued by a minimum of 16 issuers.

The percentage limitations noted above do not apply to securities issued or guaranteed by the U.S. government, its agencies or instrumentalities, or to securities issued by other investment companies.  With respect to the remaining 25% of its total assets, a diversified fund may invest more than 5% of its total assets in the securities of one issuer. These limits apply at the time a diversified fund purchases a security; a diversified fund may exceed these limits if positions it already holds increase in value relative to the rest of the fund’s holdings.  In contrast, a non-diversified fund is not subject to the limits of a diversified fund. A non-diversified fund may invest a greater percentage of its assets in a single issuer or a fewer number of issuers than a diversified fund.

The 1940 Act requires that shareholders approve a change in a fund’s fundamental investment restriction and classification from a diversified fund to a non-diversified fund. To change the related fundamental restriction, each Fund must receive the affirmative vote of a 1940 Act Majority Vote.

The current language and the proposed changes to the Funds’ current fundamental investment restriction regarding diversification are shown below:

The Proposal to change each Fund’s diversification status is being undertaken in response to a portfolio management change for each Fund. The Proposal is intended to provide each Fund’s shareholders with better long-term investment opportunities.

The proposed change to each Fund’s diversification status will provide greater investment flexibility to enable the portfolio management team to manage the Funds in accordance with the team’s investment process and approach.  Additionally, the proposed change will provide greater investment flexibility to invest a larger percentage of each Fund’s assets in fewer issuers or in any one issuer. The proposed change would enable the portfolio management team to focus each Fund’s investments on those securities that the portfolio managers believe are most promising.  Additionally, if the proposed change to each Fund’s diversification status is approved, it would be easier for each Fund to respond to possible future investment opportunities.

The proposed change in diversification presents different risks for each Fund relative to how it is currently managed.  For example, because a non-diversified fund may invest its assets in the securities of fewer issuers, the Fund’s shares may become more volatile, that is, the value of the Fund’s shares may increase or decrease more rapidly than if the Fund remained diversified. Nonetheless, management of the Funds and the new portfolio management team anticipate that even as non-diversified funds, the Funds would continue to hold securities from a variety of different issuers. In addition, the portfolio managers will perform extensive analysis on all securities in an effort to manage this risk.

There is also a risk that some Fund shareholders may not be in favor of a less diversified portfolio, which could result in possible investor outflows in response to the proposed change. Also, initial portfolio turnover is anticipated to be high as the Funds transition, which creates the potential for realizing capital gains (if they are not offset by capital losses). This risk may adversely impact taxable shareholders.

Based on the representations of Fund management, including that the change in diversification status was intended to allow the portfolio management team to more effectively and consistently manage the Funds in accordance with the team’s established investment strategy, the Board determined that the Proposal was in the best interests of the Funds and their shareholders. If shareholders approve the Proposal, it is expected that the change would be effective on or about July 29, 2022.

FOR THE REASONS DISCUSSED ABOVE, THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR PROPOSAL 2.

Only shareholders of record of the Funds at the close of business on April 15, 2022 (the “Record Date”), will be entitled to notice of, and to vote at, the Meeting on the matters described in this Proxy Statement.  Shareholders will be entitled to one vote for each full share and a fractional vote for each fractional share that they hold.  If sufficient votes to approve a Proposal for a Fund are not received by the date of the Meeting or any reconvened Meeting following an adjournment, the Meeting or reconvened Meeting may be adjourned to permit further solicitations of proxies.  The persons named as proxies on the enclosed proxy cards will vote their proxies in their discretion on questions of adjournment and any other items (other than the Proposals) that properly come before the Meeting.  A majority of the votes cast by shareholders of a Fund present virtually or by proxy at the Meeting (whether or not sufficient to constitute a quorum for the Fund) may adjourn the Meeting with respect to that Fund.  The Meeting may also be adjourned by the Chairperson of the Meeting.

Abstentions will be counted for purposes of determining whether a quorum is present at the Meeting.  Abstentions are considered as shares present at the Meeting but are not considered votes cast.  As a result, abstentions will have the same effect as a vote “Against” the Proposals, which require a “1940 Act Majority.”

You may revoke your proxy at any time for a Fund before it is voted by sending a written notice to the Fund expressly revoking your proxy, by signing and forwarding to the Fund a later-dated proxy, or by attending the Meeting and voting virtually.  If your shares are held in the name of your broker, you will have to make arrangements with your broker to revoke a previously executed proxy.  If you wish to vote virtually at the Meeting, you must obtain a legal proxy from your broker of record and present it at the Meeting.

The Board does not intend to bring any matters before the Meeting other than as described in this Proxy Statement.  Because the Meeting is a special meeting, the Board does not anticipate that any other matters will be brought before the Meeting by others.  However, if any other matter legally comes before the Meeting, proxies will be voted in the discretion of the persons appointed as proxies.

Only shareholders of record on the Record Date will be entitled to vote at the Meeting on the matters described in this Proxy Statement.  Appendix A lists the shares outstanding for each Fund as of the Record Date.

A “Quorum” is the minimum number of shares that must be present in order to conduct the Meeting.  A Quorum for a particular Fund means one-third (33⅓%) of the shares of that Fund that are entitled to vote at the Meeting, present at the meeting virtually or represented by proxy.

To amend, adopt, or eliminate a fundamental investment restriction, which includes changes to diversification status, each Fund must receive the affirmative vote of a 1940 Act Majority Vote.

The approval of the Proposals for a Fund is not contingent on the approval of any other Proposals.  If Proposal 1 is not approved by shareholders of a Fund, the current fundamental investment restriction relating to industry concentration will remain in effect for that Fund.  If Proposal 2 is not approved by shareholders of a Fund, the current fundamental investment limitation regarding diversification will remain in effect for that Fund.

For Proposals 1 and 2, each Fund will cover its costs relating to the proxy preparation, mailing, solicitation, and special meeting.

The Fund has engaged AST Fund Solutions (“AST”) to solicit proxies from brokers, banks, other institutional holders and individual shareholders at an anticipated cost of approximately $317,000 for the Proposals.  Because AST must be paid its out-of-pocket expenses, such as postage, express mail services, and courier expenses, fees and expenses may be greater depending on the effort necessary to obtain shareholder votes.

This proxy solicitation is being made by the Board for use at the Meeting.  In addition to solicitations by mail, solicitations also may be made by advertisement, telephone, telegram, facsimile transmission or other electronic media, or personal contacts.  The Funds will request broker/dealer firms, custodians, nominees, and fiduciaries to forward proxy materials to the beneficial owners of the shares of record.

In addition to solicitations by mail, officers and employees of the Trusts, DMC, and their affiliates may, without extra pay, conduct additional solicitations by telephone, telecopy, and personal interviews.  The Funds expect that any solicitations will be primarily by mail, but also may include telephone, telecopy, or oral solicitations.

As the Meeting date approaches, you may receive a telephone call from a representative of AST if your votes have not yet been received.  Proxies that are obtained telephonically will be recorded in accordance with the procedures described below.  These procedures are designed to ensure that both the identity of the shareholder casting the vote and the voting instructions of the shareholder are accurately determined.

In all cases where a telephonic proxy is solicited, the AST representative is required to ask for each shareholder’s full name and address, and to confirm that the shareholder has received the proxy materials in the mail.  If the shareholder is a corporation or other entity, the AST representative is required to ask for the person’s title and confirmation that the person is authorized to direct the voting of

the shares.  If the information elicited matches the information previously provided to AST, then the AST representative has the responsibility to explain the voting process, read the Proposals listed on the proxy card, and ask for the shareholder’s instructions on the Proposals.  Although the AST representative is permitted to answer questions about the process, he or she is not permitted to recommend to the shareholder how to vote, other than to read any recommendation set forth in this Proxy Statement.  AST will record the shareholder’s instructions on the card.  Within 72 hours, the shareholder will be sent a letter or mailgram to confirm his or her vote and asking the shareholder to call AST immediately if his or her instructions are not correctly reflected in the confirmation.

Unless you have instructed the Funds not to do so, only one copy of this Proxy Statement will be mailed to multiple Fund shareholders sharing an address (a “Household”), even if more than one shareholder in a Household is a Fund shareholder of record.  If you need additional copies of this Proxy Statement, if you do not want the mailing of proxy solicitation materials to be combined with those of other members of your Household in the future, or if you are receiving multiple copies and would rather receive just one copy for the Household, please contact your participating broker/dealer firm or other financial intermediary or, if you hold Fund shares directly with the Funds, you may write to the Funds by regular mail to Attention: IVY Investments, 430 W 7th Street Suite 219722 Kansas City, MO 64105-1407, or by calling toll-free 888 923-3355.  If you hold Fund shares directly with the Funds, you may write to the Funds by regular mail or overnight mail to the Attention: Ivy Investments PO Box 219722 Kansas City, MO 64121-9722

The governing instruments of the Trusts do not require that the Funds hold annual meetings of shareholders.  Each Fund is, however, required to call meetings of shareholders in accordance with the requirements of the 1940 Act to seek approval of new or material amendments to advisory arrangements or of a change in the fundamental investment policies, objectives or restrictions of the Fund.  A Trust also would be required to hold a shareholder meeting to elect new Trustees at such time as less than a majority of the Trustees holding office have been elected by shareholders.  Each Trust’s governing instruments generally provide that a shareholder meeting may be called by a majority of the Trustees, the Chair of the Board, or the President of the Trust.

Shareholders of a Fund wishing to submit proposals for inclusion in a proxy statement for a future shareholder meeting must send their written proposal to that Fund a reasonable time before the Board’s solicitation relating to that meeting is to be made.  Shareholder proposals must meet certain legal requirements established by the SEC, so there is no guarantee that a shareholder’s proposal will actually be included in the next proxy statement.  The persons named as proxies in future proxy materials of a Fund may exercise discretionary authority with respect to any shareholder proposal presented at any subsequent shareholder meeting if written notice of that proposal has not been received by that Fund within a reasonable period of time before the Board’s solicitation relating to that meeting is made. Written proposals with regard to a Fund should be sent to the Secretary of the Trusts, David F. Connor, at the address of the Funds given above.

Shareholders who wish to communicate to the Board may address correspondence to Thomas L. Bennett, Board Chair, c/o the Ivy Funds in connection with Delaware Ivy Global Equity Income Fund and Delaware Ivy International Value Fund, or c/o Ivy Variable Insurance Portfolios in connection with

Delaware Ivy VIP Global Equity Income at 610 Market Street, Philadelphia, Pennsylvania 19106.  Shareholders may also send correspondence to any individual Trustee, c/o the Ivy Funds in connection with Delaware Ivy Global Equity Income Fund and Delaware Ivy International Value Fund, or c/o Ivy Variable Insurance Portfolios in connection with Delaware Ivy VIP Global Equity Income at 610 Market Street, Philadelphia, Pennsylvania 19106.  Without opening any such correspondence, Trust management will promptly forward all such correspondence to the intended recipient(s).

Service Agent. Waddell & Reed Services Company (“WISC”), an affiliate of DMC, located at 6301 Glenwood Street, Overland Park, Kansas, serves as the Funds’ shareholder servicing, dividend disbursing, and transfer agent (the “Transfer Agent”) pursuant to a Shareholder Services Agreement. The Transfer Agent is paid a fee by the Funds for providing these services consisting of an asset-based fee and certain out-of-pocket expenses. The Transfer Agent will bill, and the Funds will pay, such compensation monthly. Omnibus and networking fees charged by financial intermediaries and subtransfer agency fees are passed on to and paid directly by the Funds. The Transfer Agent’s compensation is fixed each year and approved by the Board, including a majority of the Independent Trustees.

Fund Accountants.  The Bank of New York Mellon (“BNY Mellon”), 240 Greenwich Street, New York, NY 10286-0001, provides fund accounting and financial administration services to the Funds. Those services include performing functions related to calculating the Funds’ net asset values (“NAVs”) and providing financial reporting information, regulatory compliance testing and other related accounting services. For these services, the Funds pay BNY Mellon an asset-based fee, subject to certain fee minimums plus certain out-of-pocket expenses and transactional charges.

WISC provides fund accounting and financial administration oversight services to the Funds. Those services include overseeing the Funds’ pricing process, the calculation and payment of fund expenses, and financial reporting in shareholder reports, registration statements and other regulatory filings. WISC also manages the process for the payment of dividends and distributions and the dissemination of Fund NAVs and performance data. For these services, the Funds pay WISC an asset-based fee, plus certain out-of-pocket expenses and transactional charges. The fees payable to BNY Mellon and WISC under the service agreements described above will be allocated among all funds in the Delaware Funds on a relative NAV basis.

Distribution Services. Delaware Distributors, L.P., located at 610 Market Street, Philadelphia, PA 19106, serves as the national distributor of the Funds’ shares. The Distributor is an affiliate of DMC. The Distributor has agreed to use its best efforts to sell shares of the Funds. Shares of the Funds are offered on a continuous basis by the Distributor and may be purchased through authorized investment dealers or directly by contacting the Distributor or the Trusts.

No Fund paid any brokerage commissions for portfolio securities to any broker that is an affiliate (or an affiliate of an affiliate) of the Funds, DMC, DDLP, or DIFSC during the Funds’ most recently completed fiscal year.

As of March 31, 2022, the officers and Trustees of each Trust, as a group, owned less than 1% of the outstanding voting shares of each Fund or class thereof.

To the best knowledge of the Trusts, as of March 31, 2022, no person, except as set forth in Appendix B, owned of record 5% or more of the outstanding shares of any Fund.  Except as noted in

Appendix B, the Trusts have no knowledge of beneficial ownership of 5% or more of the outstanding shares of any class of any Fund.

AS OF THE RECORD DATE

The following table shows, as of March 31, 2022, the accounts of each class of each Fund that own of record 5% or more of such class.