Exhibit 10.19


 


ACCOUNTING SERVICES AGREEMENT


 


THIS
AGREEMENT, effective April 30, 2009, is entered into by and between Ivy
Funds Variable Insurance Portfolios (“Trust”), a Delaware statutory Trust, and
Waddell & Reed Services Company, a Missouri corporation (“WRSCO”).


 


WITNESSETH:


 


WHEREAS,
the Trust wishes to appoint WRSCO to be its Accounting Services Agent and to
perform certain administrative services with respect to each of its series
listed in Appendix A (each, a “Fund”) upon and subject to the terms and
provisions of this Agreement;


 


NOW
THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the parties agree as follows:


 


A.                                 Appointment of WRSCO as Accounting Services
Agent for the Trust; Acceptance.


 


(1) The
Trust hereby appoints WRSCO to act as Accounting Services Agent for the Funds
upon and subject to the terms and provisions of this Agreement.


 


(2) 
WRSCO hereby accepts the appointment as Accounting Services Agent for the Funds
and agrees to act as such, upon and subject to the terms and provisions of this
Agreement.


 


B.                                  Duties of WRSCO.


 


WRSCO
shall perform such duties as set forth in this Paragraph B as agent for and on
behalf of the Trust.


 


(1) 
WRSCO shall at its expense provide bookkeeping and accounting services and assistance,
including, in particular, the following administrative services as are required
by the Funds:


 


a)            maintaining the registration or qualification
of the Funds and their shares under state “Blue Sky” or securities laws and
regulations, provided that the Funds shall pay all related filing fees and
registration or qualification fees;


b)           record each current day’s trading activity and such other proper
bookkeeping entries as are necessary for determining that day’s net asset
values for the Funds, including pricing daily the value of shares of each Fund;


c)            assisting the Funds and third-party
solicitors (if any) in connection with soliciting and gathering shareholder
proxies;


d)           preparing the Funds’ U.S. Federal, state and local income tax returns,
provided that the Funds shall pay all charges for services and expenses of the
Funds’ independent accountants in reviewing such returns;


 


 

















 


e)            preparing the financial information for the
Funds’ prospectuses, statements of additional information and periodic reports
to shareholders, provided that the Funds shall pay all charges for services and
expenses of the Funds’ independent registered public accounting firm;


f)               preparing each Fund’s Form N-SAR, Form N-CSR,
Form N-PX and Form N-Q, or such other forms as the Securities and
Exchange Commission (the “SEC”) from time to time may prescribe under the
Investment Company Act of 1940, as amended (the “1940 Act”);


g)            in coordination with the Funds’ legal counsel
preparing and filing with the SEC the Funds’ registration statement (including
prospectuses and statements of additional information), and any amendments or
supplements that may be made from time to time, and preparing and filing with
the SEC notices and proxy materials for meetings of shareholders, provided that
the Funds shall pay all charges for services and expenses of the Funds’ outside
legal counsel;


h)            assisting in the printing of the Funds’
prospectuses, periodic reports to shareholders and proxy materials;


i)                rendering statements or copies of records for
the Funds from time to time as requested by the Trust (see Appendix B);


j)               facilitating audits of accounts by the Trust’s
independent registered public accounting firm or by any other auditors employed
or engaged by the Trust or by any regulatory body with jurisdiction over the
Trust;


k)           computing each Fund’s net asset value per share and, as applicable, its
public offering price, total returns and yields, and notifying the Trust and
such other persons as the Trust may reasonably request of the net asset value
per share, the public offering price and/or the total return yield; and


l)                providing executive, clerical and secretarial
personnel competent to carry out the above responsibilities.


 


(2) 
WRSCO shall maintain and keep current the accounts, books, records, and other
documents relating to the Funds’ financial and portfolio transactions as may be
required by rules and regulations of the SEC adopted under Section 31(a) of
the 1940 Act.


 


(3) 
WRSCO shall cause the subject records of the Funds to be maintained and
preserved pursuant to the requirements under the 1940 Act.


 


(4) 
In pricing daily the value of shares of the Funds, WRSCO may make arrangements
with, and obtain the value of portfolio securities from, pricing services or
quotation services that are compensated by the Funds directly or indirectly
through the placement of portfolio transactions with broker-dealers who provide
such valuation or quotation services to WRSCO.


 


(5) 
WRSCO shall maintain duplicate copies, or information from which copies may be
reconstructed, of the records necessary to the preparation of the Funds’
financial statements and valuations of its assets.  Such duplicate copies or information shall be
maintained


 


 


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at
a location other than where WRSCO performs its normal duties hereunder so that
in the event the records established and maintained pursuant to the foregoing
provisions of this Section B are damaged or destroyed, WRSCO shall be able
to provide the bookkeeping and accounting services and assistance specified in
this Section B.


 


(6) 
In the event any of WRSCO’s facilities or equipment necessary for the
performance of its duties hereunder is damaged, destroyed or rendered
inoperable by reason of fire, vandalism, riot, natural disaster or otherwise,
WRSCO will use its best efforts to restore all services hereunder to the Funds
and will not seek from the Funds additional compensation to repair or replace
damaged or destroyed facilities or equipment. 
WRSCO shall also make and maintain arrangements for emergency use of
alternative facilities for use in the event of the aforesaid destruction of or
damage to its facilities.


 


C.                                 Compensation of WRSCO.


 


For
the services performed by WRSCO hereunder, each Fund agrees to pay to WRSCO the
amount set forth in Appendix C.


 


D.                                 Right of the Trust to Inspect and Ownership
of Records.


 


The
Trust will have the right under this Agreement to perform on-site inspection of
records and accounts, and audits directly pertaining to the Funds’ accounting
and portfolio records maintained by WRSCO hereunder at WRSCO’s facilities.  WRSCO will cooperate with the Trust’s
independent registered public accounting firm or representatives of appropriate
regulatory agencies and furnish all reasonably requested records and data.  WRSCO acknowledges that these records are the
property of the Trust, and that it will surrender to the Trust all such records
promptly on request.


 


E.                                   Standard of Care; Indemnification.


 


WRSCO
will at all times exercise due diligence and good faith in performing its
duties hereunder.  WRSCO will make every
reasonable effort and take all reasonably available measures to assure the
adequacy of its personnel, facilities and equipment as well as the accurate  performance of all services to be performed
by it hereunder within, at a minimum, the time requirements of any applicable
statutes, rules or regulations and in conformity with the Trust’s Trust
Instrument, By-laws and representations made in the Trust’s current
registration statement as filed with the SEC.


 


WRSCO
shall not be responsible for, and the Trust agrees to indemnify WRSCO for, any
losses, damages or expenses (including reasonable counsel fees and
expenses)  (i) resulting from any
claim, demand, action or suit not resulting from WRSCO’s failure to exercise
good faith or due diligence and arising out of or in connection with WRSCO’s
duties on behalf of the Funds hereunder; (ii) for any delay, error or
omission by reason of circumstances beyond its control, including acts of civil
or military authority, national emergencies, labor difficulties (except with
respect to WRSCO’s employees), fire, mechanical breakdown beyond its control,


 


 


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flood
catastrophe, acts of God, insurrection, war, riots or failure beyond its
control of transportation, communication or power supply; or (iii) for any
action taken or omitted to be taken by WRSCO in good faith in reliance on the
accuracy of any information provided to it by the Trust or its Trustees or in
reliance on any advice of counsel who may be internally employed counsel or
outside counsel for the Trust or advice of any independent accountant or expert
employed by the Trust with respect to the preparation and filing of any
document with a governmental agency or authority.


 


In
order for the rights to indemnification to apply, it is understood that if in
any case the Trust may be asked to indemnify or hold WRSCO harmless, the Trust
shall be advised of all pertinent facts concerning the situation in question,
and it is further understood that WRSCO will use reasonable care to identify
and notify the Trust promptly concerning any situation which presents or
appears likely to present a claim for indemnification against the Trust.  The Trust shall have the option to defend
WRSCO against any claim which may be the subject of this indemnification and,
in the event that the Trust so elects, it will so notify WRSCO, and thereupon
the Trust shall take over complete defense of the claim, and WRSCO shall sustain
no further legal or other expenses in such situation for which WRSCO shall seek
indemnification under this paragraph. 
WRSCO will in no case confess any claim or make any compromise in any
case in which the Trust will be asked to indemnify WRSCO except with the Trust’s
prior written consent.


 


F.                                   Term of the Agreement; Taking Effect;
Amendments.


 


This
Agreement shall become effective as to each Fund on the date hereof and shall
continue, unless terminated as hereinafter provided, for a period of one (1) year
and from year-to-year thereafter, provided that such continuance shall be
specifically approved as provided below.


 


This
Agreement shall go into effect, or may be continued, or may be amended, or a
new agreement covering the same topics between the Trust and WRSCO may be
entered into only as to a Fund if the terms of this Agreement, such
continuance, the terms of such amendment or the terms of such new agreement
have been 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, of either party to this Agreement, the agreement to be continued,
amendment or new agreement, cast in person at a meeting called for the purpose
of voting on such approval.  Such a vote
is hereinafter referred to as a “disinterested trustee vote.”


 


Any
disinterested trustee’s vote shall, in favor of continuance, amendment or
execution of a new agreement, include a determination that (i) the
Agreement, amendment, new agreement or continuance in question is in the best
interests of each affected Fund and its shareholders; (ii) the services to
be performed under the Agreement, the Agreement as amended, new agreement or
agreement to be continued, are services required for the operation of the Fund;
(iii) WRSCO can provide services, the nature and quality of which are at
least equal to those provided by others offering the same or similar services;
and (iv) the fees for such services are


 


 


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fair
and reasonable in the light of the usual and customary charges made by others
for services of the same nature and quality.


 


Nothing
herein contained shall prevent any disinterested trustee vote from being
conditioned on the favorable vote of the holders of a majority of the
outstanding voting securities (as defined in or under the 1940 Act) of a Fund.


 


G.                                 Termination.


 


(1) 
This Agreement may be terminated as to a Fund by WRSCO at any time without
penalty upon giving the Trust at least one hundred twenty (120) days’ written
notice (which notice may be waived by the Trust ) and may be terminated as to a
Fund by the Trust at any time without penalty upon giving WRSCO at least sixty
(60) days’ written notice (which notice may be waived by WRSCO), provided that
such termination by the Trust shall be directed or approved by the vote of a
majority of the Board of Trustees of the Trust in office at the time or by the
vote of the majority of the outstanding voting securities (as defined in or
under the 1940 Act) of the Fund.


 


(2) 
On termination, WRSCO will deliver to the Trust or its designee all files,
documents and records of the affected Fund used, kept or maintained by WRSCO in
the performance of its services hereunder, including such of the Fund’s records
in machine readable form as may be maintained by WRSCO, as well as such summary
and/or control data relating thereto used by or available to WRSCO.


 


(3) 
In addition, on such termination or in preparation therefore at the request of
the Trust and at the Trust’s expense, WRSCO shall provide, to the extent that
its capabilities then permit, such documentation, personnel and equipment as
may be reasonably necessary in order for a new agent or the Trust to fully
assume and commence to perform the agency functions described in this Agreement
with a minimum disruption to each affected Fund’s activities.


 


(4) 
This Agreement shall automatically terminate in the event of its assignment,
the term “assignment” for this purpose having the meaning defined in Section 2(a)(4) of
the 1940 Act and the rules and regulations thereunder of the SEC.


 


 


(The remainder of
this page intentionally left blank)


 


 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed on the date and year first above written.


 


 


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  IVY
  FUNDS VARIABLE INSURANCE PORTFOLIOS

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Henry J. Herrmann

  	
   

  
	
   

  	
   

  	
   

  	
  Henry
  J. Herrmann, President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Mara Herrington

  	
   

  	
   

  
	
   

  	
  Mara Herrington, Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WADDELL &
  REED SERVICES COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael D. Strohm

  	
   

  
	
   

  	
   

  	
   

  	
  Michael
  D. Strohm, President

  
	
   

  	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Wendy J. Hills

  	
   

  	
   

  
	
   

  	
  Wendy J. Hills, Secretary

  	
   

  	
   

  
						



 


 


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APPENDIX A


 


 


List of Funds


 


Ivy Funds VIP Asset Strategy


Ivy Funds VIP Balanced


Ivy Funds VIP Bond


Ivy Funds VIP Core Equity


Ivy Funds VIP Dividend Opportunities


Ivy Funds VIP Energy


Ivy Funds VIP Global Natural Resources


Ivy Funds VIP Growth


Ivy Funds VIP High Income


Ivy Funds VIP International Growth


Ivy Funds VIP International Value


Ivy Funds VIP Micro Cap Growth


Ivy Funds VIP Mid Cap Growth


Ivy Funds VIP Money Market


Ivy Funds VIP Mortgage Securities


Ivy Funds VIP Real Estate Securities


Ivy Funds VIP Science and Technology


Ivy Funds VIP Small Cap Growth


Ivy Funds VIP Small Cap Value


Ivy Funds VIP Value


Ivy Funds VIP Pathfinder Aggressive


Ivy Funds VIP Pathfinder Moderately Aggressive


Ivy Funds VIP Pathfinder Moderate


Ivy Funds VIP Pathfinder Moderately Conservative


Ivy Funds VIP Pathfinder Conservative


 


 


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APPENDIX B


 


Standard Reports and Availability


 


 


The
following reports will be provided to the Trust on a regular basis with
availability as indicated:


 


A.                                 Daily


 


1.                                    Printed Trial Balance


2.                                    Net Asset Value Worksheet


3.                                    Cash Forecast


4.                                    Yield Computation, if applicable


 


B.                                  Weekly - Tax Lot Ledgers


 


C.                                 Monthly


 


1.                                    Tax Lot Ledgers as of month-end


2.                                    Working Appraisal as on month-end


3.                                    Purchase and Sale Journal for the month


4.                                    Summary of Gains and Losses on Securities for
the month


5.                                    Dividend Ledger for the month (Receivable as
of month-end and earned)


6.                                    Interest Income Analysis for the month
(receivable as of month-end and earned)


7.                                    Trial Balance as of month-end


8.                                    Net Asset Value Worksheet as of month-end


9.                                    Open Trades (payable and receivable for
unsettled securities transactions)


 


D.                                 Annually


 


1.                                    Purchase and Sale Journal for the year


2.                                    Summary of Gains and Losses on Securities for
the year


3.                                    Broker Allocation Report for the year


 


 


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APPENDIX C


 


Compensation Schedule


 


 


1.                                    Each Fund, other than a
Pathfinder Fund


 


Each
Fund, other than a Pathfinder Fund, agrees to pay to WRSCO for its services
under the Agreement an amount payable on the first day of the month as shown on
the following table pertinent to the average daily net assets of the Fund
during the prior month:


 


	
   

  	
  Fund’s
  Average Daily Net Assets for the Month

  	
   

  	
  Monthly Fee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  $    0 -
  $   10 million

  	
   

  	
  $         0

  
	
   

  	
  $  10 - $   25
  million

  	
   

  	
  $     958

  
	
   

  	
  $  25 - $   50
  million

  	
   

  	
  $  1,925

  
	
   

  	
  $  50 - $ 100
  million

  	
   

  	
  $  2,958

  
	
   

  	
  $100 - $ 200 million

  	
   

  	
  $  4,033

  
	
   

  	
  $200 - $ 350 million

  	
   

  	
  $  5,267

  
	
   

  	
  $350 - $ 550 million

  	
   

  	
  $  6,875

  
	
   

  	
  $550 - $ 750 million

  	
   

  	
  $  8,025

  
	
   

  	
  $750 - $   1.0 billion

  	
   

  	
  $10,133

  
	
   

  	
  $1.0 billion and over

  	
   

  	
  $12,375

  



 


In
addition, for each class of shares in excess of one, each Fund shall pay to
WRSCO a monthly per-class fee equal to 2.5% of the monthly base fee.


 


Each
Fund shall also pay a monthly fee to WRSCO at the annual rate of 0.01% or one
basis point for the first $1 billion of net assets with no fee charged for net
assets in excess of $1 billion.  This fee
may be voluntarily waived until Fund assets are at least $10 million.


 


2.                                    Ivy Funds VIP Pathfinder Aggressive,
Ivy Funds VIP Pathfinder Moderately Aggressive, Ivy Funds VIP Pathfinder
Moderate, Ivy Funds VIP Pathfinder Moderately Conservative and Ivy Funds VIP
Pathfinder Conservative


 


Each
Pathfinder Fund agrees to pay to WRSCO for its services under the Agreement an
amount payable on the first day of the month as shown on the following table
pertinent to the average daily net assets of the Fund during the prior month:


 


	
  Fund’s Average Daily Net Assets for the Month

  	
   

  	
  Monthly Fee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  $   0 -
  $  10 million

  	
   

  	
  $            0

  
	
   

  	
  $ 10 - $  25
  million

  	
   

  	
  $   479.00

  
	
   

  	
  $ 25 - $  50
  million

  	
   

  	
  $   962.50

  
	
   

  	
  $ 50 - $100 million

  	
   

  	
  $1,479.00

  



 


 


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  $100 - $200 million

  	
   

  	
  $2,016.50

  
	
   

  	
  $200 - $350 million

  	
   

  	
  $2,633.50

  
	
   

  	
  $350 - $550 million

  	
   

  	
  $3,437.50

  
	
   

  	
  $550 - $750 million

  	
   

  	
  $4,012.50

  
	
   

  	
  $750 - $  1.0
  billion

  	
   

  	
  $5,066.50

  
	
   

  	
  $1.0 billion and over

  	
   

  	
  $6,187.50

  



 


In
addition, for each class of shares in excess of one, each Pathfinders Fund
shall pay to WRSCO a monthly per-class fee equal to 1.25% of the monthly base
fee.


 


Each
Pathfinder Fund shall also pay a monthly fee to WRSCO at the annual rate of
0.01% or one basis point for the first $1 billion of net assets with no fee
charged for net assets in excess of $1 billion. 
This fee may be voluntarily waived until Fund assets are at least $10
million.


 


 


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