<PAGE>
January 1, 1998
IVY FUNDS(R)
Ivy
U.S. Equity
and Fixed
Income
Funds
Advisor
Class Shares
- -----------------
PROSPECTUS
- -----------------
Ivy Management, Inc.
Via Mizner Financial
Plaza
700 South Federal Hwy.
Boca Raton, FL 33432
1-800-456-5111
[ARTWORK]
THROUGHOUT THE
CENTURIES,
THE CASTLE KEEP HAS
BEEN A SOURCE
OF LONG-RANGE VISION
AND STRATEGIC
ADVANTAGE.
Ivy Fund (the "Trust") is a registered investment company
currently
consisting of eighteen separate portfolios. The Advisor Class
shares of four
of these portfolios, as identified below (the "Funds"), are
described in this
Prospectus. Each Fund has its own investment objective and
policies, and your
interest is limited to the Fund in which you own Advisor Class
shares.
The four Funds are:
Ivy Bond Fund
Ivy Emerging Growth Fund
Ivy Growth Fund
Ivy Growth with Income Fund
Advisor Class shares are offered at net asset value without
the imposition
of a front-end or contingent deferred sales charge or Rule 12b-1
fees, and are
available for purchase only by certain investors. The Funds'
Class A, Class B
and Class C shares (and the Class I shares of Ivy Bond Fund) are
described in a
separate prospectus dated April 30, 1997.
The Prospectus sets forth concisely the information about
the Funds'
Advisor Class shares that a prospective investor should know
before investing.
Please read it carefully and retain it for future reference.
Additional
information about Advisor Class shares in contained in the
Statement of
Additional Information for the Funds' Advisor Class shares dated
January 1,
1998 (the "SAI"), which has been filed with the Securities and
Exchange
Commission ("SEC") and is incorporated by reference into this
Prospectus. The
SAI, and the prospectus for the Funds' other classes of shares,
are available
upon request and without charge at the Distributor's address and
telephone
number printed below. The SEC maintains a web site
(http://www.sec.gov) that
contains the SAI and other material incorporated by reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC
OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SEC OR ANY STATE SECURITIES
COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
TABLE OF CONTENTS
<TABLE>
<S> <C>
Expense Information............................. 2
The Funds' Financial Highlights................. 2
Investment Objectives and Policies.............. 3
Risk Factors and Investment Techniques.......... 4
Organization and Management of the Funds........ 6
Investment Manager.............................. 6
Fund Administration and Accounting.............. 7
Transfer Agent.................................. 7
Dividends and Taxes............................. 7
Performance Data................................ 8
How to Buy Shares............................... 8
How Your Purchase Price is Determined........... 9
How Each Fund Values its Shares................. 9
How to Redeem Shares............................ 9
Minimum Account Balance Requirements............ 10
Signature Guarantees............................ 10
Choosing a Distribution Option.................. 10
Tax Identification Number....................... 11
Certificates.................................... 11
Exchange Privilege.............................. 11
Systematic Withdrawal Plan...................... 11
Automatic Investment Method..................... 12
Consolidated Account Statements................. 12
Retirement Plans................................ 12
Shareholder Inquiries........................... 12
Account Application............................. 13
</TABLE>
<TABLE>
<S> <C> <C>
<C>
BOARD OF TRUSTEES OFFICERS
TRANSFER AGENT INVESTMENT MANAGER
John S. Anderegg, Jr. Michael G. Landry, Chairman
Ivy Mackenzie Ivy Management, Inc.
Paul H. Broyhill Keith J. Carlson, President
Services Corp. 700 South Federal Highway
Keith J. Carlson James W. Broadfoot, Vice President
P.O. Box 3022 Boca Raton, FL 33432
Stanley Channick C. William Ferris,
Boca Raton, FL 33431-0922 1-800-456-5111
Frank W. DeFriece, Jr. Secretary/Treasurer
1-800-777-6472
Roy J. Glauber
DISTRIBUTOR
Michael G. Landry LEGAL COUNSEL
AUDITORS Ivy Mackenzie
Joseph G. Rosenthal Dechert Price & Rhoads
Coopers & Lybrand L.L.P. Distributors, Inc.
Richard N. Silverman Boston, MA
Ft. Lauderdale, FL Via Mizner Financial Plaza
J. Brendan Swan
700 South Federal Highway
CUSTODIAN
Boca Raton, FL 33432
Brown Brothers Harriman & Co.
1-800-456-5111
Boston, MA
</TABLE>
[LOGO]
IVY MACKENZIE
<PAGE>
EXPENSE INFORMATION
The expenses and costs associated with investing in the
Advisor Class shares
of each Fund are reflected in the following tables.
SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<CAPTION>
MAXIMUM SALES LOAD MAXIMUM CONTINGENT
IMPOSED ON PURCHASES DEFERRED SALES CHARGE
(AS A % OF (AS A % OF ORIGINAL
OFFERING PRICE) PURCHASE PRICE)
- -------------------- ---------------------
<S> <C>
<C>
All Funds...................................................
None None
</TABLE>
None of the Funds charge a redemption fee, an exchange fee,
or a sales load
on reinvested dividends.
ANNUAL FUND OPERATING EXPENSES(1)
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
12B-1 SERVICE/ TOTAL FUND
MANAGEMENT DISTRIBUTION OTHER
OPERATING
FEES FEES EXPENSES EXPENSES
- ---------- -------------- --------
- ----------
<S> <C>
<C> <C> <C>
Ivy Bond Fund(1)......................................
0.73% None 0.49% 1.22%
Ivy Emerging Growth Fund(2)...........................
0.85% None 0.66% 1.51%(3)
Ivy Growth Fund(2)....................................
0.85% None 0.55% 1.40%
Ivy Growth with Income Fund(2)........................
0.75% None 0.76% 1.51%
</TABLE>
(1) The inception date for each Fund's Advisor Class shares is
January 1, 1998.
Accordingly, the expense ratios shown are based on estimated
expenses for
the fiscal year ended December 31, 1997.
(2) Expense ratios shown are estimates based on amounts incurred
by each Fund's
Class A shares during the fiscal year ended December 31,
1996.
(3) Ivy Management, Inc. ("IMI") currently limits Total Fund
Operating Expenses
(excluding Rule 12b-1 fees and certain other items, and net
of any credits
for fees paid indirectly) to an annual rate of 1.95% of the
Fund's average
net assets.
EXAMPLES
The following table lists the expenses an investor would pay
on a $1,000
investment in a Fund's Advisor Class shares, assuming (1) 5%
annual return and
(2) unless otherwise noted, redemption at the end of each time
period. These
examples further assume reinvestment of all dividends and
distributions, and
that the percentage amounts under "Total Fund Operating Expenses"
(in the
preceding table) remain the same each year. THE EXAMPLES SHOULD
NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL
EXPENSES MAY BE
HIGHER OR LOWER THAN THOSE SHOWN.
<TABLE>
<CAPTION>
1
YEAR 3 YEARS 5 YEARS 10 YEARS
- ------ ------- ------- --------
<S> <C>
<C> <C> <C>
Ivy Bond Fund...............................................
$12 $ 39 $ 67 $148
Ivy Emerging Growth Fund....................................
$15 $ 48 $ 82 $180
Ivy Growth Fund.............................................
$14 $ 44 $ 77 $168
Ivy Growth with Income Fund.................................
$15 $ 48 $ 82 $180
</TABLE>
The purpose of the foregoing tables is to assist you in
understanding the
various costs and expenses that an investor in a Fund's Advisor
Class shares
will bear directly or indirectly. The information presented in
the tables does
not reflect the charge of $10 per transaction that would apply if
a shareholder
elects to have redemption proceeds wired to his or her bank
account. For a more
detailed discussion of the Funds' fees and expenses, see the
following sections
of this Prospectus: "Organization and Management of the Funds,"
"Investment
Manager" and "Fund Administration and Accounting," and the
following section of
the SAI: "Investment Advisory and Other Services."
THE FUNDS' FINANCIAL HIGHLIGHTS
The inception date for the Funds' Advisor Class shares is
January 1, 1998.
Accordingly, no financial information for these shares is
presented below. The
accounting firm of Coopers & Lybrand L.L.P. will be responsible
for auditing
financial information relating to the Funds' Advisor Class
shares. Financial
highlights for the Funds' Class A, Class B and Class C shares
(and Class I
shares, in the case of Ivy Bond Fund) are contained in a separate
Prospectus
dated April 30, 1997. The Funds' Annual Reports are incorporated
by reference
into the SAI, and are available upon request from the Funds'
transfer agent
(1-800-777-6472).
2
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
Each Fund has its own investment objective and policies,
which are described
below. Each Fund's investment objective is fundamental and may
not be changed
without the approval of a majority of the outstanding voting
shares of the Fund.
Except for a Fund's investment objective and those investment
restrictions
specifically identified as fundamental, all investment policies
and practices
described in this Prospectus and in the SAI are non-fundamental,
and may be
changed by the Board of Trustees of the Trust ("Trustees")
without shareholder
approval. There can be no assurance that a Fund's objective will
be met. The
different types of securities and investment techniques used by
the Funds
involve varying degrees of risk. For information about the
particular risks
associated with each type of investment, see "Risk Factors and
Investment
Techniques," below, and the SAI.
Whenever an investment objective, policy or restriction of a
Fund described
in this Prospectus or in the SAI states a maximum percentage of
assets that may
be invested in a security or other asset, or describes a policy
regarding
quality standards, that percentage limitation or standard will,
unless otherwise
indicated, apply to the Fund only at the time a transaction takes
place. Thus,
for example, if a percentage limitation is adhered to at the time
of investment,
a later increase or decrease in the percentage that results from
circumstances
not involving any affirmative action by the Fund will not be
considered a
violation.
IVY BOND FUND: Ivy Bond Fund seeks a high level of current
income by
investing primarily in (i) investment-grade corporate bonds
(those rated Aaa,
Aa, A or Baa by Moody's Investors Services, Inc. ("Moody's") or
AAA, AA, A or
BBB by Standard & Poor's Corporation ("S&P"), or, if unrated, are
considered by
IMI to be of comparable quality) and (ii) U.S. Government
securities (including
mortgage-backed securities issued by U.S. Government agencies or
instrumentalities) that mature in more than 13 months. As a
fundamental policy,
the Fund normally invests at least 65% of its total assets in
these fixed income
securities. For temporary defensive purposes, the Fund may invest
without limit
in U.S. Government securities maturing in 13 months or less,
certificates of
deposit, bankers' acceptances, commercial paper and repurchase
agreements. The
Fund may also invest up to 35% of its total assets in such money
market
securities in order to meet redemptions or to maximize income to
the Fund while
it is arranging longer-term investments.
The Fund may invest up to 35% of its net assets in corporate
debt
securities, including zero-coupon bonds, rated Ba or below by
Moody's or BB or
below by S&P, or, if unrated, are considered by IMI to be of
comparable quality
(commonly referred to as "high yield" or "junk" bonds). The Fund
will not invest
in debt securities rated less than C by either Moody's or S&P.
During the twelve
months ended December 31, 1996, based upon the dollar-weighted
average ratings
of the Fund's portfolio holdings at the end of each month during
that period,
the Fund had the following percentages of its total assets
invested in debt
securities rated in the categories indicated (all ratings are by
either Moody's
or S&P, whichever rating is higher): 3.7% in securities rated
Aaa/AAA; 0% in
securities rated Aa/AA; 1.9% in securities rated A/A; 60.4% in
securities rated
Baa/BBB; 14.2% in securities rated Ba/BB; 16.3% in securities
rated B/B; 0.7% in
securities rated Caa/CCC; and 0% in securities that were unrated.
The asset
composition of the Fund subsequent to the period indicated may or
may not
approximate these figures. See Appendix A in the SAI for a
description of
Moody's and S&P's corporate bond ratings.
The Fund may invest up to 5% of its total assets in
dividend-paying common
and preferred stocks (including adjustable rate preferred stocks
and securities
convertible into common stocks), municipal bonds, zero coupon
bonds, and
securities sold on a "when-issued" or firm commitment basis. As a
temporary
measure for extraordinary or emergency purposes, the Fund may
borrow from banks
up to 10% of the value of its total assets.
The Fund may invest up to 20% of its net assets in debt
securities of
foreign issuers, including non-U.S. dollar-denominated debt
securities, American
Depository Receipts ("ADRs"), Global Depository Receipts
("GDRs"), American
Depository Shares ("ADSs") and Global Depository Shares ("GDSs"),
Eurodollar
securities and debt securities issued, assumed or guaranteed by
foreign
governments or political subdivisions or instrumentalities
thereof. The Fund may
also enter into forward foreign currency contracts, but not for
speculative
purposes. The Fund may not invest more than 10% of the value of
its net assets
in illiquid securities, such as securities subject to legal or
contractual
restrictions on resale ("restricted securities"), repurchase
agreements maturing
in more than seven days and other securities that are not readily
marketable,
and in any case may not invest more than 5% of its net assets in
restricted
securities.
The Fund may purchase put and call options, provided the
premium paid for
such options does not exceed 10% of the Fund's net assets. The
Fund may also
sell covered put options with respect to up to 50% of the value
of its net
assets, and may write covered call options so long as not more
than 20% of the
Fund's net assets is subject to being purchased upon the exercise
of the calls.
For hedging purposes only, the Fund may engage in transactions in
interest rate
futures contracts, currency futures contracts and options on
interest rate
futures and currency futures contracts.
IVY EMERGING GROWTH FUND, IVY GROWTH FUND AND IVY GROWTH WITH
INCOME
FUND: Each Fund's principal investment objective is long-term
capital growth
primarily through investment in equity securities, with current
income being a
secondary consideration. Ivy Growth with Income Fund has tended
to emphasize
dividend-paying stocks more than the other two Funds. Under
normal conditions,
each Fund invests at least 65% of its total assets in common
stocks and
securities convertible into common stocks. Ivy Growth Fund and
Ivy Growth with
Income Fund invest primarily in common stocks of domestic
corporations with low
price-earnings ratios and rising earnings, focusing on
established, financially
secure firms with capitalizations over $100 million and more than
three years of
operating history. Ivy Emerging Growth Fund invests primarily in
common stocks
(or securities with similar characteristics) of small and
medium-sized
companies, both domestic and foreign, that are in the early
stages of their life
cycles and that IMI believes have the potential to become major
enterprises.
All of the Funds may invest up to 25% of their assets in
foreign equity
securities, primarily those traded in European, Pacific Basin and
Latin American
markets, some of which may be emerging markets involving special
risks, as
described below. Individual foreign securities are selected based
on value
indicators, such as a low price-earnings ratio, and are reviewed
for fundamental
financial strength.
When circumstances warrant, each Fund may invest without
limit in
investment-grade debt securities (e.g., U.S. Government
securities or other
corporate debt securities rated at least Baa by Moody's or BBB by
S&P, or, if
unrated, are considered by IMI to be of comparable quality),
preferred stocks,
or cash or cash equivalents such as bank obligations (including
certificates of
deposit and bankers' acceptances), commercial paper, short-term
notes and
repurchase agreements.
Ivy Growth with Income Fund may invest less than 35% of its
net assets in
debt securities rated Ba or below by Moody's or BB or below by
S&P, or if
unrated, are considered by IMI to be of comparable quality
(commonly referred to
as "high yield" or "junk" bonds). Ivy Growth Fund may invest up
to
3
<PAGE>
5% of its net assets in these low-rated debt securities. Neither
Fund will
invest in debt securities rated less than C by either Moody's or
S&P. (As of
December 31, 1996, neither Fund invested in low-rated debt
securities).
As a fundamental policy, each Fund may borrow up to 10% of
the value of its
total assets, but only for temporary purposes when it would be
advantageous to
do so from an investment standpoint. All of the Funds may invest
up to 5% of
their net assets in warrants. Each Fund may not invest more than
10% of its net
assets in illiquid securities, such as securities subject to
legal or
contractual restrictions on resale ("restricted securities"),
repurchase
agreements maturing in more than seven days and other securities
that are not
readily marketable; and in any case may not invest more than 5%
of its net
assets in restricted securities. All of the Funds may enter into
forward foreign
currency contracts. Ivy Growth Fund and Ivy Growth with Income
Fund may also
invest in equity real estate investment trusts.
Each of the Funds may write put options, with respect to not
more than 10%
of the value of its net assets, on securities and stock indices,
and may write
covered call options with respect to not more than 25% of the
value of its net
assets. Each Fund may purchase options, provided the aggregate
premium paid for
all options held does not exceed 5% of its net assets. For
hedging purposes
only, each Fund may enter into stock index futures contracts as a
means of
regulating its exposure to equity markets. A Fund's equivalent
exposure in stock
index futures contracts will not exceed 15% of its total assets.
RISK FACTORS AND INVESTMENT TECHNIQUES
BANK OBLIGATIONS: The bank obligations in which the Funds
may invest
include certificates of deposit, bankers' acceptances and other
short-term debt
obligations. Investments in certificates of deposit and bankers'
acceptances are
limited to obligations of (i) banks having total assets in excess
of $1 billion,
and (ii) other banks if the principal amount of the obligation is
fully insured
by the Federal Deposit Insurance Corporation ("FDIC").
Investments in
certificates of deposit of savings associations are limited to
obligations of
Federal or state-chartered institutions whose total assets exceed
$1 billion and
whose deposits are insured by the FDIC.
BORROWING: Borrowing may exaggerate the effect on a Fund's
net asset value
of any increase or decrease in the value of the Fund's portfolio
securities.
Money borrowed will be subject to interest costs (which may
include commitment
fees and/or the cost of maintaining minimum average balances).
COMMERCIAL PAPER: Commercial paper represents short-term
unsecured
promissory notes issued in bearer form by bank holding companies,
corporations,
and finance companies. Each Fund's investments in commercial
paper are limited
to obligations rated Prime-1 by Moody's or A-1 by S&P, or if not
rated, issued
by companies having an outstanding debt issue currently rated Aaa
or Aa by
Moody's or AAA or AA by S&P.
CONVERTIBLE SECURITIES: The convertible securities in which
the Funds may
invest include corporate bonds, notes, debentures and other
securities
convertible into common stocks. Because convertible securities
can be converted
into equity securities, their value will normally vary in some
proportion with
those of the underlying equity security. Convertible securities
usually provide
a higher yield than the underlying equity, so the price decline
of a convertible
security may sometimes be less substantial than that of the
underlying equity
security.
DEBT SECURITIES, IN GENERAL: Investment in debt securities,
including
municipal securities, involves both interest rate and credit
risk. Generally,
the value of debt instruments rises and falls inversely with
fluctuations in
interest rates. As interest rates decline, the value of debt
securities
generally increases. Conversely, rising interest rates tend to
cause the value
of debt securities to decrease. Bonds with longer maturities
generally are more
volatile than bonds with shorter maturities. The market value of
debt securities
also varies according to the relative financial condition of the
issuer. In
general, lower-quality bonds offer higher yields due to the
increased risk that
the issuer will be unable to meet its obligations on interest or
principal
payments at the time called for by the debt instrument.
U.S. GOVERNMENT SECURITIES: U.S. Government securities are
obligations of,
or guaranteed by, the U.S. Government, its agencies or
instrumentalities. Such
securities include: (1) direct obligations of the U.S. Treasury
(such as
Treasury bills, notes, and bonds) and (2) Federal agency
obligations guaranteed
as to principal and interest by the U.S. Treasury (such as GNMA
certificates,
which are mortgage-backed securities). When such securities are
held to
maturity, the payment of principal and interest is
unconditionally guaranteed by
the U.S. Government, and thus they are of the highest possible
credit quality.
U.S. Government securities that are not held to maturity are
subject to
variations in market value caused by fluctuations in interest
rates.
Mortgage-backed securities are securities representing part
ownership of a
pool of mortgage loans. Although the mortgage loans in the pool
will have
maturities of up to 30 years, the actual average life of the
loans typically
will be substantially less because the mortgages will be subject
to principal
amortization and may be prepaid prior to maturity. In periods of
falling
interest rates, the rate of prepayment tends to increase, thereby
shortening the
actual average life of the security. Conversely, rising interest
rates tend to
decrease the rate of prepayment, thereby lengthening the
security's actual
average life (and increasing the security's price volatility.)
Since it is not
possible to predict accurately the average life of a particular
pool, and
because prepayments are reinvested at current rates, the market
value of
mortgage-backed securities may decline during periods of
declining interest
rates.
INVESTMENT-GRADE DEBT SECURITIES: Bonds rated Aaa by Moody's
and AAA by S&P
are judged to be of the best quality (i.e., capacity to pay
interest and repay
principal is extremely strong). Bonds rated Aa/AA are considered
to be of high
quality (i.e., capacity to pay interest and repay principal is
very strong and
differs from the highest rated issues only to a small degree).
Bonds rated A are
viewed as having many favorable investment attributes, but
elements may be
present that suggest a susceptibility to the adverse effects of
changes in
circumstances and economic conditions than debt in higher rated
categories.
Bonds rated Baa/BBB (considered "medium grade" obligations)
generally have an
adequate capacity to pay interest and repay principal, but lack
outstanding
investment characteristics and have some speculative
characteristics.
LOW-RATED DEBT SECURITIES: Securities rated lower than Baa
by Moody's or
BBB by S&P, and comparable unrated securities (commonly referred
to as "high
yield" or "junk" bonds), are considered to have predominately
speculative
characteristics with respect to the issuer's capacity to pay
interest and repay
principal. Investors in those Funds that invest in these
securities should be
aware of the special risks associated with these securities.
While high yield debt securities are likely to have some
quality and
protective characteristics, these qualities are largely
outweighed by the risk
of exposure to adverse conditions and other uncertainties.
Accordingly,
investments in such securities, while generally providing for
greater income and
potential opportunity for gain than investments in higher-rated
securities, also
entail greater risk (including the possibility of default or
bankruptcy of the
issuer of such securities) and generally involve greater price
volatility than
4
<PAGE>
securities in higher rating categories. IMI seeks to reduce risk
through
diversification (including investments in foreign securities),
credit analysis
and attention to current developments and trends in both the
economy and
financial markets. Should the rating of a portfolio security be
downgraded, IMI
will determine whether it is in the affected Fund's best interest
to retain or
dispose of the security (unless the security is downgraded below
the rating of
C, in which case IMI most likely would dispose of the security
based on then
existing market conditions). For additional information regarding
the risks
associated with investing in high yield bonds, see the SAI (in
particular,
Appendix A, which contains a more complete description of the
ratings assigned
by Moody's and S&P).
FOREIGN CURRENCY EXCHANGE TRANSACTIONS: A Fund usually
effects its currency
exchange transactions on a spot (i.e., cash) basis at the spot
rate prevailing
in the foreign exchange market. However, some price spread on
currency exchange
(e.g., to cover service charges) is usually incurred when a Fund
converts assets
from one currency to another. A Fund may also be affected
unfavorably by
fluctuations in the relative rates of exchange between the
currencies of
different nations.
FOREIGN SECURITIES: The foreign securities in which the
Funds invest may
include non-U.S. dollar-denominated securities, Eurodollar
securities, sponsored
or unsponsored ADRs, GDRs, ADSs and GDSs, and debt securities
issued, assumed or
guaranteed by foreign governments (or political subdivisions or
instrumentalities thereof). Investors should consider carefully
the special
risks that arise in connection with investing in securities
issued by companies
and governments of foreign nations, which are in addition to
those risks that
are generally associated with the Funds' investments.
In many foreign countries there is less regulation of
business and industry
practices, stock exchanges, brokers and listed companies than in
the United
States. For example, foreign companies are not generally subject
to uniform
accounting, auditing and financial reporting standards, and
foreign securities
transactions may be subject to higher brokerage costs. There also
tends to be
less publicly available information about issuers in foreign
countries, and
foreign securities markets of many of the countries in which the
Funds may
invest may be smaller, less liquid and subject to greater price
volatility than
those in the United States. Securities issued in emerging market
countries,
including the developing countries of Latin America and Eastern
Europe, may be
even less liquid and more volatile than securities of issuers
operating in more
developed economies (e.g., countries in other parts of Europe).
Generally, price
fluctuations in the Funds' foreign security holdings are likely
to be high
relative to those of securities issued in the United States.
Other risks include the possibility of expropriation,
nationalization or
confiscatory taxation, foreign exchange controls (which may
include suspension
of the ability to transfer currency from a given country),
difficulties in
pricing, default in foreign government securities, high rates of
inflation,
difficulties in enforcing foreign judgments, political or social
instability, or
other developments that could adversely affect the Funds' foreign
investments.
The risks of investing in foreign securities (described
above) are likely to
be intensified in the case of investments in issuers domiciled or
doing
substantial business in countries with emerging or developing
economies
("emerging markets"). For example, countries with emerging
markets may have
relatively unstable governments and therefore be susceptible to
sudden adverse
government action (such as nationalization of businesses,
restrictions on
foreign ownership or prohibitions against repatriation of
assets). Security
prices in emerging markets can also be significantly more
volatile than in the
more developed nations of the world, and communications between
the U.S. and
emerging market countries may be unreliable, increasing the risk
of delayed
settlements of portfolio transactions or loss of certificates for
portfolio
securities. Delayed settlements could cause a Fund to miss
attractive investment
opportunities or impair its ability to dispose of portfolio
securities,
resulting in a loss if the value of the securities subsequently
declines. In
addition, many emerging markets have experienced and continue to
experience
especially high rates of inflation. In certain countries,
inflation has at times
accelerated rapidly to hyperinflationary levels, creating a
negative interest
rate environment and sharply eroding the value of outstanding
financial assets
in those countries.
In recent years, many emerging market countries around the
world have
undergone political changes that have reduced government's role
in economic and
personal affairs and have stimulated investment and growth. In
order for these
emerging economies to continue to expand and develop industry,
infrastructure
and currency reserves, continued influx of capital is essential.
Historically,
there is a strong direct correlation between economic growth and
stock market
returns. While this is no guarantee of future performance, IMI
believes that
investment opportunities (particularly in the energy,
environmental services,
natural resources, basic materials, power, telecommunications and
transportation
industries) may result within the evolving economies of emerging
market
countries from which the Funds and their shareholders will
benefit. IMI believes
that similar investment opportunities will be created for
companies involved in
providing consumer goods and services (e.g., food, beverages,
autos, housing,
tourism and leisure, and merchandising).
FORWARD FOREIGN CURRENCY CONTRACTS: A forward foreign
currency contract
involves an obligation to purchase or sell a specific currency at
a future date
at a predetermined price. Although these contracts are intended
to minimize the
risk of loss due to a decline in the value of the hedged
currencies, they also
tend to limit any potential gain that might result should the
value of the
currencies increase. In addition, there may be an imperfect
correlation between
a Fund's portfolio holdings of securities denominated in a
particular currency
and forward contracts entered into by the Fund, which may prevent
the Fund from
achieving the intended hedge or expose the Fund to the risk of
currency exchange
loss.
OPTIONS AND FUTURES TRANSACTIONS: The Funds may use various
techniques to
increase or decrease their exposure to changing security prices,
interest rates,
currency exchange rates, commodity prices, or other factors that
affect the
value of the Funds' securities. These techniques may involve
derivative
transactions such as purchasing put and call options, selling put
and call
options, and engaging in transactions in foreign currency
futures, stock index
futures and related options.
Each Fund may invest in options on securities in accordance
with its stated
investment objective and policies. A put option is a short-term
contract that
gives the purchaser of the option, in return for a premium, the
right to sell
the underlying security or currency to the seller of the option
at a specified
price during the term of the option. A call option is a
short-term contract that
gives the purchaser of the option the right, in return for a
premium, to buy the
underlying security or currency from the seller of the option at
a specified
price during the term of the option. An option on a stock index
gives the
purchaser the right to receive from the seller cash equal to the
difference
between the closing price of the index and the exercise price of
the option.
Each Fund may also enter into futures transactions in
accordance with its
stated investment objective and policies. An interest rate
futures contract is
an agreement between two parties to buy or sell a specified debt
security at a
set price on a future date. A foreign currency futures contract
is an agreement
to buy or sell a specified amount of a foreign currency for a set
price on a
future
5
<PAGE>
date. A stock index futures contract is an agreement to take or
make delivery of
an amount of cash based on the difference between the value of
the index at the
beginning and at the end of the contract period.
Investors should be aware that the risks associated with the
use of options
and futures are considerable. Options and futures transactions
generally involve
a small investment of cash relative to the magnitude of the risk
assumed, and
therefore could result in a significant loss to a Fund if IMI
judges market
conditions incorrectly or employs a strategy that does not
correlate well with
the Fund's investments. A Fund may also experience a significant
loss if it is
unable to close a particular position due to the lack of a liquid
secondary
market. For further information regarding the use of options and
futures
transactions and any associated risks, see the SAI.
REAL ESTATE INVESTMENT TRUSTS: A real estate investment
trust ("REIT") is a
corporation, trust or association that invests in real estate
mortgages or
equities for the benefit of its investors. REITs are dependent
upon management
skill, may not be diversified and are subject to the risks of
financing
projects. Equity REITs are also subject to heavy cash flow
dependency, defaults
by borrowers, self-liquidation and the possibility of failing to
qualify for
tax-free pass-through of income under the Internal Revenue Code
of 1986, as
amended (the "Code") and to maintain exemption under the
Investment Company Act
of 1940, as amended (the "1940 Act"). By investing in REITs
indirectly through a
Fund, a shareholder will bear not only his/her proportionate
share of the
expenses of the Fund, but also, indirectly, similar expenses of
the REITs.
REPURCHASE AGREEMENTS: Repurchase agreements are agreements
under which a
Fund buys a money market instrument and obtains a simultaneous
commitment from
the seller to repurchase the instrument at a specified time and
agreed-upon
yield. Each Fund may enter into repurchase agreements with banks
or
broker-dealers deemed to be creditworthy by IMI under guidelines
approved by the
Board of Trustees. A Fund could experience a delay in obtaining
direct ownership
of the underlying collateral, and might incur a loss if the value
of the
security should decline.
RESTRICTED AND ILLIQUID SECURITIES: An "illiquid security"
is an asset that
may not be sold or disposed of in the ordinary course of business
within seven
days at approximately the value at which a Fund has valued the
security on its
books. A "restricted security" is a security that cannot be
offered to the
public for sale without first being registered under the
Securities Act of 1933,
as amended, and is considered to be illiquid until such filing
takes place.
There may be a lapse of time between a Fund's decision to sell a
restricted or
illiquid security and the point at which the Fund is permitted or
able to sell
the security. If adverse market conditions were to develop during
that period,
the Fund might obtain a price less favorable than the price that
prevailed when
it decided to sell. In addition, issuers of restricted and other
illiquid
securities may not be subject to the disclosure and other
investor protection
requirements that would apply if their securities were publicly
traded.
Securities whose proceeds are subject to limitations on
repatriation of
principal or profits for more than seven days, and those for
which market
quotations are not readily available, are considered illiquid for
purposes of
the percentage limitations that apply to each Fund's investment
in illiquid
securities.
SMALL COMPANIES: Investing in smaller company stocks
involves certain
special considerations and risks that are not usually associated
with investing
in larger, more established companies. For example, the
securities of small or
new companies may be subject to more abrupt or erratic market
movements because
they tend to be thinly traded and are subject to a greater degree
to changes in
the issuer's earnings and prospects. Small companies also tend to
have limited
product lines, markets or financial resources. Transaction costs
associated with
trading in smaller company stocks may be higher than those of
larger companies.
"WHEN-ISSUED" SECURITIES AND FIRM COMMITMENTS: Purchasing
securities on a
"when-issued" or firm commitment basis involves a risk of loss if
the value of
the security to be purchased declines prior to the settlement
date.
ZERO COUPON BONDS: Zero coupon bonds are debt obligations
issued without
any requirement for the periodic payment of interest, and are
issued at a
significant discount from face value. Since the interest on such
bonds is, in
effect, compounded, they are subject to greater market value
fluctuations in
response to changing interest rates than debt securities that
distribute income
regularly. In addition, for Federal income tax purposes, a Fund
generally
recognizes and is required to distribute income generated by zero
coupon bonds
currently in the amount of the unpaid accrued interest, even
though the actual
income will not yet have been received by the Fund.
ORGANIZATION AND MANAGEMENT OF THE FUNDS
Each Fund is organized as a separate, diversified portfolio
of the Trust, an
open-end management investment company organized as a
Massachusetts business
trust on December 21, 1983. The business and affairs of each Fund
are managed
under the direction of the Trustees. Information about the
Trustees, as well as
the Trust's executive officers, may be found in the SAI. The
Trust has an
unlimited number of authorized shares of beneficial interest, and
currently has
18 separate portfolios. Each Fund has four classes of shares,
designated as
Class A, Class B, Class C and an Advisor Class (only the latter
of which is
offered by this Prospectus). Ivy Bond Fund has a fifth class of
shares
designated as Class I. Shares of each Fund entitle their holders
to one vote per
share (with proportionate voting for fractional shares). The
shares of each
class represent an interest in the same portfolio of Fund
investments. Each
class of shares, except for the Advisor Class and Class I of Ivy
Bond Fund, has
a different Rule 12b-1 distribution plan and bears different
distribution fees.
Class I shares are subject to lower administrative service and
transfer agency
fees than the Funds' Class A, Class B, Class C and Advisor Class
shares. Each
class of shares also has its own sales charge and expense
structure that may
affect its performance relative to a Fund's other classes of
shares. Shares of
each class have equal rights as to voting, redemption, dividends
and liquidation
but have exclusive voting rights with respect to their Rule 12b-1
distribution
plans.
The Trust employs IMI to provide business management and
investment advisory
services, Mackenzie Investment Management Inc. ("MIMI") to
provide
administrative and accounting services, Ivy Mackenzie
Distributors, Inc.
("IMDI") to distribute the Funds' shares and Ivy Mackenzie
Services Corp.
("IMSC") to provide transfer agent and shareholder-related
services for the
Funds. IMI, IMDI and IMSC are wholly-owned subsidiaries of MIMI.
As of December
3, 1997, IMI and MIMI had approximately $3.5 billion and $1.2
billion,
respectively, in assets under management. MIMI is a subsidiary of
Mackenzie
Financial Corporation ("MFC"), which has been an investment
counsel and mutual
fund manager in Toronto, Ontario, Canada for more than 25 years.
INVESTMENT MANAGER
For IMI's business management and investment advisory
services, each Fund
pays IMI a fee, which is accrued daily and paid monthly, based on
the Fund's
average net assets. Ivy Bond Fund pays a fee that is equal, on an
annual basis,
to 0.75% of the first $100 million in average net assets, reduced
to 0.50% of
average net assets in excess of $100 million. For the fiscal year
ended December
31, 1996, Ivy Bond Fund paid IMI an investment management fee at
6
<PAGE>
an effective rate of 0.75% of the Fund's average net assets. Ivy
Emerging Growth
Fund and Ivy Growth Fund each pay a fee that is equal, on an
annual basis, to
0.85% of its average net assets. Ivy Growth with Income Fund pays
a fee that is
equal, on an annual basis, to 0.75% of its average net assets.
IMI pays all expenses that it incurs in rendering management
services to the
Funds. Each Fund bears its own operational costs. General
expenses of the Trust
that are not readily identifiable as belonging to a particular
series of the
Trust (or a particular class thereof) are allocated among and
charged to each
series based on its relative net asset size. Expenses that are
attributable to a
particular Fund (or class thereof) will be borne solely by that
Fund (or class)
directly. The fees payable to IMI are subject to any
reimbursement or fee waiver
to which IMI may agree.
PORTFOLIO MANAGEMENT: The following individuals have
responsibilities for
management of the Funds:
- James W. Broadfoot, President and Chief Investment Officer
of IMI, has
been a portfolio manager for Ivy Emerging Growth Fund since
the Fund's
inception in 1993, Ivy Growth Fund since 1994 and Ivy
Growth with Income
Fund since 1997. Prior to joining the organization in 1990,
Mr. Broadfoot
was the principal in an investment counsel firm
specializing in small
capitalization companies. Mr. Broadfoot has 24 years of
professional
investment experience. He earned an MBA from The Wharton
School of The
University of Pennsylvania and is a Chartered Financial
Analyst.
- Frank DuMond is a portfolio manager for Ivy Growth Fund and
Ivy Growth
with Income Fund. Mr. DuMond has served as portfolio
manager since 1997,
and prior to that served as a research analyst from 1994
through 1996. Mr.
DuMond joined the organization in 1994 and has four years
of professional
investment experience. He is a Chartered Financial Analyst
and holds a
Bachelor of Science degree from the Massachusetts Institute
of Technology.
- Leslie A. Ferris, Senior Vice President of IMI, has been a
portfolio
manager for Ivy Bond Fund since 1993. Ms. Ferris joined the
organization
in 1988 and has 15 years of professional investment
experience. She is a
Chartered Financial Analyst and holds an MBA degree from
the University of
Chicago. From 1982 to 1988 she was a portfolio manager at
Kemper Financial
Services, Inc.
- Barbara Trebbi is Senior Vice President of IMI and a
portfolio manager of
Ivy Growth Fund. Ms. Trebbi joined the organization in 1988
and has nine
years of professional investment experience. She is a
Chartered Financial
Analyst and holds a Graduate Diploma from the London School
of Economics.
FUND ADMINISTRATION AND ACCOUNTING
MIMI provides various administrative services for the Funds,
such as
maintaining the registration of Fund shares under state "Blue
Sky" laws, and
assisting with the preparation of Federal and state income tax
returns,
financial statements and periodic reports to shareholders. MIMI
also assists the
Trust's legal counsel with the filing of registration statements,
proxies and
other required filings under Federal and state law. Under this
arrangement, the
average net assets attributable to each Fund's Advisor Class
shares are subject
to a fee, accrued daily and paid monthly, at an annual rate of
.10%
MIMI also provides certain accounting and pricing services
for the Funds
(see "Fund Accounting Services" in the SAI for more information).
TRANSFER AGENT
IMSC is the transfer and dividend-paying agent for the Funds,
and also
provides certain shareholder-related services. Certain
broker-dealers that
maintain shareholder accounts with the Funds through an omnibus
account provide
transfer agent and other shareholder-related services that would
otherwise be
provided by IMSC if the individual accounts that comprise the
omnibus account
were opened by their beneficial owners directly (see "Investment
Advisory and
Other Services" in the SAI).
DIVIDENDS AND TAXES
Distributions you receive from a Fund are reinvested in
additional Advisor
Class shares unless you elect to receive them in cash. Dividends
ordinarily will
vary from one class to another.
Ivy Growth with Income Fund intends normally to declare a
daily dividend,
and pay accumulated dividends quarterly. If a shareholder of the
Fund redeems
all of his/her shares at any time prior to payment of a
distribution, all
declarations accrued to the date of redemption are paid in
addition to the
redemption proceeds. Ivy Emerging Growth Fund and Ivy Growth Fund
intend to make
a distribution for each fiscal year of any net investment income
earned through
December 31, and any net realized short-term capital gain or net
28% or 20% rate
long-term capital gain realized through October 31. In order to
provide steady
cash flow to shareholders, Ivy Bond Fund intends normally to make
monthly
distributions of the Fund's net investment income. The Fund
intends to make a
distribution for each fiscal year of any remaining net investment
income and net
realized short-term capital gain, as well as net 28% or 20% rate
long-term
capital gain realized during the year. Any Fund may make an
additional
distribution of net investment income, net realized short-term
capital gains and
net realized 28% or 20% rate long-term capital gains to comply
with the calendar
year distribution requirement under the excise tax provisions of
Section 4982 of
the Code.
TAXATION: The following discussion is intended for general
information
only. You should consult with your tax adviser as to the tax
consequences of an
investment in a particular Fund, including the status of
distributions from the
Fund under applicable state or local law.
Each Fund intends to qualify annually as a regulated
investment company
under the Code. To qualify, each Fund must meet certain income,
distribution and
diversification requirements. In any year in which a Fund
qualifies as a
regulated investment company and timely distributes all of its
taxable income,
the Fund generally will not pay any Federal income or excise tax.
Dividends paid out of a Fund's investment company taxable
income (including
dividends, interest and net short-term capital gains) will be
taxable to a
shareholder as ordinary income. If a portion of a Fund's income
consists of
dividends paid by U.S. corporations, a portion of the dividends
paid by the Fund
may be eligible for the corporate dividends-received deduction.
Distributions of
net capital gains (the excess of net long-term capital gains over
net short-term
capital losses), if any, that a Fund designates as capital gains
dividends are
taxable at 28% or 20% long-term capital gain rates, regardless of
how long the
shareholder has held a Fund's shares. Dividends are taxable to
shareholders in
the same manner whether received in cash or reinvested in
additional Fund
shares.
A distribution will be treated as paid on December 31 of the
current
calendar year if it is declared by a Fund in October, November or
December with
a record date in such a month and paid by the Fund during January
of the
following calendar year. Such distributions will be taxable to
shareholders in
7
<PAGE>
the calendar year in which the distributions are declared, rather
than the
calendar year in which the distributions are received.
Investments in securities that are issued at a discount will
result each
year in income to a Fund equal to a portion of the excess of the
face value of
the securities over their issue price, even though the Fund
receives no cash
interest payments from the securities.
Income and gains received by a Fund from sources within
foreign countries
may be subject to foreign withholding and other taxes. Unless a
Fund is eligible
to and elects to "pass through" to its shareholders the amount of
foreign income
and similar taxes paid by the Fund, these taxes will reduce the
Fund's
investment company taxable income, and distributions of
investment company
taxable income received from the Fund will be treated as U.S.
source income.
Any gain or loss realized by a shareholder upon the sale or
other
disposition of shares of a Fund, or upon receipt of a
distribution in complete
liquidation of the Fund, generally will be a capital gain or loss
which may be
eligible for reduced tax rates, generally depending upon the
shareholder's
holding period for the shares.
A Fund may be required to withhold U.S. Federal income tax at
the rate of
31% of all distributions payable to shareholders who fail to
provide the Fund
with their correct taxpayer identification number or to make
required
certifications, or who have been notified by the Internal Revenue
Service
("IRS") that they are subject to backup withholding. Backup
withholding is not
an additional tax. Any amounts withheld may be credited against
the
shareholder's U.S. Federal income tax liability.
Fund distributions may be subject to state, local and foreign
taxes.
Distributions of a Fund which are derived from interest on
obligations of the
U.S. Government and certain of its agencies, authorities and
instrumentalities
may be exempt from state and local taxes in certain states.
Further information
relating to tax consequences is contained in the SAI.
PERFORMANCE DATA
Performance information (e.g., "total return" and "yield") is
computed
separately for each class of Fund shares in accordance with
formulas prescribed
by the SEC. Performance information for each class may be
compared in reports
and promotional literature to indices such as the Standard and
Poor's 500 Stock
Index, Dow Jones Industrial Average, and Morgan Stanley Capital
International
World Index. Advertisements, sales literature and communications
to shareholders
may also contain statements of a Fund's current yield, various
expressions of
total return and current distribution rate. Performance figures
will vary in
part because of the different expense structures of the Funds'
different
classes. ALL PERFORMANCE INFORMATION IS HISTORICAL AND IS NOT
INTENDED TO
SUGGEST FUTURE RESULTS.
"Total return" is the change in value of an investment in a
Fund for a
specified period, and assumes the reinvestment of all
distributions and
imposition of the maximum applicable sales charge. "Average
annual total return"
represents the average annual compound rate of return of an
investment in a
particular class of Fund shares assuming the investment is held
for one year,
five years and ten years as of the end of the most recent
calendar quarter.
Where a Fund provides total return quotations for other periods,
or based on
investments at various sales charge levels or at net asset value,
"total return"
is based on the total of all income and capital gains paid to
(and reinvested
by) shareholders, plus (or minus) the change in the value of the
original
investment expressed as a percentage of the purchase price.
"Current yield" reflects the income per share earned by a
Fund's portfolio
investments, and is calculated by dividing the Fund's net
investment income per
share during a recent 30-day period by the maximum public
offering price on the
last day of that period and then annualizing the result.
Dividends or
distributions that were paid to a Fund's shareholders are
reflected in the
"current distribution rate," which is computed by dividing the
total amount of
dividends per share paid by a Fund during the preceding 12 months
by the Fund's
current maximum offering price (which includes any applicable
sales charge). The
"current distribution rate" will differ from the "current yield"
computation
because it may include distributions to shareholders from sources
other than
dividends and interest, short term capital gain and net
equalization credits and
will be calculated over a different period of time.
HOW TO BUY SHARES
Advisor Class shares are offered through this Prospectus only
to the
following investors:
(i) trustees or other fiduciaries purchasing shares for
employee benefit plans
that are sponsored by organizations that have at least
1,000 employees;
(ii) any account with assets of at least $10,000 if (a) a
financial planner,
trust company, bank trust department or registered
investment adviser has
investment discretion, and where the investor pays such
person as
compensation for its advice and other services an annual
fee of at least
.50% on the assets in the account, or (b) such account is
established
under a "wrap fee" program and the account holder pays the
sponsor of the
program an annual fee of at least .50% on the assets in the
account;
(iii) officers and Trustees of the Trust (and their relatives);
(iv) officers, directors, employees, retired employees, legal
counsel and
accountants of IMI, MIMI, and MFC (and their relatives);
and
(v) directors, officers, partners, registered representatives,
employees and
retired employees (and their relatives) of dealers having a
sales
agreement with IMDI (or trustees or custodians of any
qualified retirement
plan or IRA established for the benefit of any such
person).
OPENING AN ACCOUNT: Complete and sign the Account
Application on the last
page of this Prospectus. Make your check payable to the Fund in
which you are
investing. No third party checks will be accepted. Deliver these
items to your
registered representative or selling broker, or send them to one
of the
addresses below:
Regular Mail:
IVY MACKENZIE SERVICES CORP.
P.O. BOX 3022
BOCA RATON, FL 33431-0922
Courier:
IVY MACKENZIE SERVICES CORP.
700 SOUTH FEDERAL HIGHWAY, SUITE 300
BOCA RATON, FL 33432
The Funds reserve the right to reject any purchase order.
MINIMUM INVESTMENT POLICIES: The minimum initial investment
in Advisor
Class shares is $10,000. The minimum additional investment is
$250. Initial or
additional amounts for retirement accounts may be less (see
"Retirement Plans").
8
<PAGE>
BUYING ADDITIONAL SHARES: You may add to your account at any
time through
any of the following options:
By Mail: Complete the investment slip attached to your
statement, or write
instructions including the account registration, fund number, and
account number
of the shares you wish to purchase. Send your check (payable to
the Fund in
which you are investing) and investment slip or written
instructions to one of
the addresses above.
Through Your Broker: Deliver to your registered
representative or selling
broker the investment slip attached to your statement (or written
instructions)
along with your payment.
By Wire: Purchases may also be made by wiring money from
your bank account
to your Ivy account. Your bank may charge a fee for wiring funds.
Before wiring
any funds, please call IMSC at 1-800-777-6472. Wiring
instructions are as
follows:
FIRST UNION NATIONAL BANK OF FLORIDA
JACKSONVILLE, FL
ABA#063000021
ACCOUNT #2090002063833
FOR FURTHER CREDIT TO:
YOUR IVY ACCOUNT REGISTRATION
YOUR FUND NUMBER AND ACCOUNT NUMBER
By Automatic Investment Method: Complete Sections 6A and 7B
on the Account
Application (See "Automatic Investment Method" on page 12 for
more information).
HOW YOUR PURCHASE PRICE IS DETERMINED
Your purchase price for Advisor Class shares of a Fund is the
net asset
value ("NAV") per share.
Share purchases will be made at the next determined price
after your
purchase order is received. The price is effective for orders
received by IMSC
or by your registered securities dealer prior to the time of the
determination
of the NAV. Any orders received after the time of the
determination of the NAV
will be entered at the next calculated price.
Orders placed with a securities dealer before the NAV is
determined and that
are transmitted through the facilities of the National Securities
Clearing
Corporation on the same day are confirmed at that day's price.
Any loss
resulting from the dealer's failure to submit an order by the
deadline will be
borne by that dealer.
You will receive an account statement after any purchase,
exchange or full
liquidation. Statements related to reinvestment of dividends,
capital gains,
automatic investment plans (see the SAI for further explanation)
and/or
systematic withdrawal plans will be sent quarterly.
HOW EACH FUND VALUES ITS SHARES
The NAV per share is the value of one share. The NAV is
determined for each
Class of shares as of the close of the New York Stock Exchange on
each day the
Exchange is open by dividing the value of a Fund's net assets
attributable to a
class by the number of shares of that class that are outstanding,
adjusted to
the nearest cent. These procedures are described more completely
in the SAI.
The Trustees have established procedures to value a Fund's
securities in
order to determine the NAV. The value of a foreign security is
determined as of
the normal close of trading on the foreign exchange on which it
is traded or as
of the close of regular trading on the New York Stock Exchange,
if that is
earlier. If no sale is reported at that time, the average between
the current
bid and asked price is used. All other securities for which OTC
market
quotations are readily available are valued at the average
between the current
bid and asked price. Securities and other assets for which market
prices are not
readily available are valued at fair value, as determined by IMI
and approved in
good faith by the Board. Money market instruments of a Fund are
valued at
amortized cost.
ARRANGEMENTS WITH BROKER-DEALERS AND OTHERS: IMDI may, at
its own expense,
pay concessions to dealers that satisfy certain criteria
established from time
to time by IMDI. These conditions relate to increasing sales of
shares of the
Funds over specified periods and to certain other factors. These
payments may,
depending on the dealer's satisfaction of the required
conditions, be periodic
and may be up to (i) 0.25% of the value of Fund shares sold by
the dealer during
a particular period, and (ii) 0.10% of the value of Fund shares
held by the
dealer's customers for more than one year, calculated on an
annual basis.
An investor may be charged a transaction fee for Advisor
Class shares
purchased or redeemed through a broker or agent other than IMDI.
HOW TO REDEEM SHARES
You may redeem your Advisor Class shares through your
registered securities
representative, by mail or by telephone. All redemptions are made
at the NAV
next determined after a redemption request has been received in
good order.
Requests for redemptions must be received by 4:00 p.m. Eastern
time to be
processed at the NAV for that day. Any redemption request in good
order that is
received after 4:00 p.m. Eastern time will be processed at the
price determined
on the following business day. IF SHARES TO BE REDEEMED WERE
PURCHASED BY CHECK,
PAYMENT OF THE REDEMPTION MAY BE DELAYED UNTIL THE CHECK HAS
CLEARED OR FOR UP
TO 15 DAYS AFTER THE DATE OF PURCHASE.
When shares are redeemed, a Fund generally sends payment to
you on the next
business day. Under unusual circumstances, a Fund may suspend
redemptions or
postpone payment to the extent permitted by Federal securities
laws. The
proceeds of the redemption may be more or less than the purchase
price of your
shares, depending upon, among other factors, the market value of
the Fund's
securities at the time of the redemption. If the redemption is
for over $50,000,
or the proceeds are to be sent to an address other than the
address of record,
or an address change has occurred in the last 30 days, it must be
requested in
writing with a signature guarantee. See "Signature Guarantees,"
below.
If you are not certain of the requirements for a redemption,
please contact
IMSC at 1-800-777-6472.
THROUGH YOUR REGISTERED SECURITIES DEALER: The Dealer is
responsible for
promptly transmitting redemption orders. Redemptions requested by
dealers will
be made at the NAV determined at the close of regular trading
(4:00 p.m. Eastern
time) on the day that a redemption request is received in good
order by IMSC.
BY MAIL: Requests for redemption in writing are considered
to be in "proper
or good order" if they contain the following:
- Any outstanding certificate(s) for shares being redeemed.
9
<PAGE>
- A letter of instruction, including the account
registration, fund number,
account number, and dollar amount or number of shares to be
redeemed.
- Signatures of all registered owners whose names appear on
the account.
- Any required signature guarantees.
- Other supporting legal documentation, if required (in the
case of estates,
trusts, guardianships, corporations, unincorporated
associations
retirement plan trustees or others acting in representative
capacities).
The dollar amount or number of shares indicated for
redemption must not
exceed the available shares or NAV of your account at the
next-determined
prices. If your request exceeds these limits, then the trade will
be rejected in
its entirety.
Mail your request to IMSC at one of the addresses on page 8
of this
Prospectus.
BY TELEPHONE: Individual and joint accounts may redeem up to
$50,000 per
day over the telephone by contacting IMSC at 1- 800-777-6472. In
times of
unusual economic or market changes, the telephone redemption
privilege may be
difficult to implement. If you are unable to execute your
transaction by
telephone, you may want to consider placing the order in writing
and sending it
by mail or overnight courier.
Checks will be made payable to the current account
registration and sent to
the address of record. If there has been a change of address in
the last 30
days, please use the instructions for redemption requests by mail
described
above. A signature guarantee would be required.
Requests for telephone redemptions will be accepted from the
registered
owner of the account, the designated registered representative or
the registered
representative's assistant.
Shares held in certificate form cannot be redeemed by
telephone.
If Section 6E of the Account Application is not completed,
telephone
redemption privileges will be provided automatically. Although
telephone
redemptions may be a convenient feature, you should realize that
you may be
giving up a measure of security that you may otherwise have if
you terminated
the privilege and redeemed your shares in writing. If you do not
wish to make
telephone redemptions or let your registered representative do so
on your
behalf, you must notify IMSC in writing.
Each Fund employs reasonable procedures that require personal
identification
prior to acting on redemption instructions communicated by
telephone to confirm
that such instructions are genuine. In the absence of such
procedures, a Fund
may be liable for any losses due to unauthorized or fraudulent
telephone
instructions.
Receiving Your Proceeds by Federal Funds Wire: For
shareholders who
established this feature at the time they opened their account,
telephone
instructions will be accepted for redemption of amounts up to
$50,000 ($1,000
minimum) and proceeds will be wired on the next business day to a
predesignated
bank account.
In order to add this feature to an existing account or to
change existing
bank account information, please submit a letter of instructions
including your
bank information to IMSC at the address provided above. The
letter must be
signed by all registered owners, and their signatures must be
guaranteed.
Your account will be charged a fee of $10 each time
redemption proceeds are
wired to your bank. Your bank may also charge you a fee for
receiving a Federal
Funds wire.
Neither IMSC nor any of the Funds can be responsible for the
efficiency of
the Federal Funds wire system or the shareholder's bank.
MINIMUM ACCOUNT BALANCE REQUIREMENTS
Due to the high cost of maintaining small accounts and
subject to state law
requirements, a Fund may redeem the accounts of shareholders
whose investment
has been less than $10,000 for more than 12 months. A Fund will
not redeem an
account unless the shareholder has been given at least 60 days'
advance notice
of the Fund's intention to do so. No redemption will be made if a
shareholder's
account falls below the minimum due to a reduction in the value
of the Fund's
portfolio securities. This provision does not apply to IRAs,
other retirement
accounts and UGMA/UTMA accounts.
SIGNATURE GUARANTEES
For your protection, and to prevent fraudulent redemptions,
we require a
signature guarantee in order to accommodate the following
requests:
- Redemption requests over $50,000.
- Requests for redemption proceeds to be sent to someone
other than the
registered shareholder.
- Requests for redemption proceeds to be sent to an address
other than the
address of record.
- Registration transfer requests.
- Requests for redemption proceeds or distributions to be
wired to your bank
account (if this option was not selected on your original
application, or
if you are changing the bank wire information).
A signature guarantee may be obtained only from an eligible
guarantor
institution as defined in Rule 17Ad-15 of the Securities Exchange
Act of 1934,
as amended. An eligible guarantor institution includes banks,
brokers, dealers,
municipal securities dealers, government securities dealers,
government
securities brokers, credit unions, national securities exchanges,
registered
securities associations, clearing agencies and savings
associations. The
signature guarantee must not be qualified in any way.
Notarizations from notary
publics are not the same as signature guarantees, and are not
accepted.
Circumstances other than those described above may require a
signature
guarantee. Please contact IMSC at 1-800-777-6472 for more
information.
CHOOSING A DISTRIBUTION OPTION
You have the option of selecting the distribution option that
best suits
your needs:
AUTOMATIC REINVESTMENT OPTION -- Both dividends and capital
gains are
automatically reinvested at NAV in additional Advisor Class
shares of a Fund
unless you specify one of the other options.
INVESTMENT IN ANOTHER IVY FUND -- Both dividends and capital
gains are
automatically invested at NAV in the Advisor Class shares of
another Ivy Fund.
DIVIDENDS IN CASH/CAPITAL GAINS REINVESTED -- Dividends will
be paid in
cash. Capital gains will be reinvested at NAV in additional
Advisor Class shares
of a Fund or the Advisor Class shares of another Ivy Fund.
10
<PAGE>
DIVIDENDS AND CAPITAL GAINS IN CASH -- Both dividends and
capital gains will
be paid in cash.
If you wish to have your cash distributions deposited
directly to your bank
account via electronic funds transfer, ("EFT") or if you wish to
change your
distribution option, please contact IMSC at 1-800-777-6472.
If you wish to have your cash distributions go to an address
other than the
address of record you must provide IMSC with a letter of
instruction signed by
all registered owners with signatures guaranteed.
TAX IDENTIFICATION NUMBER
In general, to avoid being subject to a 31% U.S. Federal
backup withholding
tax on dividends, capital gains distributions and redemption
proceeds, you must
furnish a Fund with your certified tax identification number
("TIN") and certify
that you are not subject to backup withholding due to prior
underreporting of
interest and dividends to the IRS. If you fail to provide a
certified TIN, or
such other tax-related certifications as a Fund may require,
within 30 days of
opening your new account, each Fund reserves the right to
involuntarily redeem
your account and send the proceeds to your address of record.
You can avoid the above withholding and/or redemption by
correctly
furnishing your TIN, and making certain certifications, in
Section 2 of the
Account Application at the time you open your new account, unless
the IRS
requires that backup withholding be applied to your account.
Certain payees, such as corporations, generally are exempt
from backup
withholding. Please complete IRS Form W-9 with the Account
Application to claim
this exemption. If the registration is for an UGMA/UTMA account,
please provide
the social security number of the minor. Alien individuals must
furnish their
individual TIN on a completed IRS Form W-9. Other non-U.S.
investors who are not
required to have a TIN must provide, with their Account
Application, a completed
IRS Form W-8.
CERTIFICATES
In order to facilitate transfers, exchanges and redemptions,
most
shareholders elect not to receive certificates. Should you wish
to have a
certificate issued, please contact IMSC at 1-800- 777-6472 and
request that one
be sent to you. (Retirement plan accounts are not eligible for
this service.)
Please note that if you were to lose your certificate, you would
incur an
expense to replace it.
Certificates requested by telephone for shares valued up to
$50,000 will be
issued to the current registration and mailed to the address of
record. Should
you wish to have your certificates mailed to a different address,
or registered
differently from the current registration, contact IMSC at
1-800-777-6472.
EXCHANGE PRIVILEGE
Advisor Class shareholders may exchange their outstanding
Advisor Class
shares for Advisor Class shares of another Ivy fund (other than
Ivy
International Fund), or Ivy Money Market Fund, on the basis of
the relative NAV
per Advisor Class share. Exchanges into an Ivy fund in which
shares are not
already held are subject to certain minimum investment
restrictions. See
"Exchange of Shares" in the SAI or contact IMSC at 1-800-777-6472
for further
details. The Funds reserve the right to reject any exchange
order.
Exchanges are considered to be taxable events, and may result
in a capital
gain or a capital loss for tax purposes. Before executing an
exchange, you
should obtain and read the prospectus and consider the investment
objective of
the fund to be purchased. Shares must be uncertificated in order
to execute an
exchange. Exchanges are available only in states where they can
be legally made.
The Funds reserve the right to limit the frequency of exchanges.
Exchanges are
accepted only if the registrations of the two accounts are
identical. Amounts to
be exchanged must meet minimum investment requirements for the
Ivy fund into
which the exchange is made. It is the policy of the Funds to
discourage the use
of the exchange privilege for the purpose of timing short-term
market
fluctuations. To protect the interests of other shareholders of a
Fund, a Fund
may cancel the exchange privileges of any persons that, in the
opinion of the
Fund, are using market timing strategies or are making more than
five exchanges
per owner or controlling person per calendar year.
EXCHANGES BY TELEPHONE: If Section 6D of the Account
Application is not
completed, telephone exchange privileges will be provided
automatically for
accounts qualifying for this option. Although telephone exchanges
may be a
convenient feature, you should realize that you may be giving up
a measure of
security that you may otherwise have if you terminated the
privilege and
exchanged your shares in writing. If you do not wish to make
telephone exchanges
or let your registered representative do so on your behalf, you
must notify IMSC
in writing.
In order to execute an exchange, please contact IMSC at
1-800-777-6472. Have
the account number of your current fund and the exact name in
which it is
registered available to give to the telephone representative.
Each Fund employs reasonable procedures that require personal
identification
prior to acting on exchange instructions communicated by
telephone to confirm
that such instructions are genuine. In the absence of such
procedures, a Fund
may be liable for any losses due to unauthorized or fraudulent
telephone
instructions.
EXCHANGES IN WRITING: In a letter, request an exchange and
provide the
following information:
- The name and class of the fund whose shares you currently
own.
- Your account number.
- The name(s) in which the account is registered.
- The name of the fund in which you wish your exchange to be
invested.
- The number of shares or the dollar amount you wish to
exchange.
The request must be signed by all registered owners.
SYSTEMATIC WITHDRAWAL PLAN
You may elect the Systematic Withdrawal Plan at any time by
completing the
Account Application, which is attached to this Prospectus. You
can also obtain
this application by contacting your registered representative or
IMSC at
1-800-777-6472. To be eligible, you must continually maintain an
account balance
of at least $10,000. Payments (minimum distribution amount --
$50) from your
account can be made monthly, quarterly, semi-annually, annually
or on a selected
monthly basis, to yourself or any other designated payee. You may
elect to have
your systematic withdrawal paid directly to your bank account via
EFT, at no
charge. Shares must be uncertificated (i.e., held by a Fund)
while the plan is
in effect. A Systematic Withdrawal Plan may not be established if
you are
currently participating in the Automatic Investment Method. For
more
information, please contact IMSC at 1-800-777-6472.
If payments you receive through the Systematic Withdrawal
Plan exceed the
dividends and capital appreciation of your account, you will be
reducing the
value of your account. Additional investments made by
shareholders participat-
11
<PAGE>
ing in the Systematic Withdrawal Plan must equal at least $250
while the plan is
in effect. Redemptions are taxable events.
Amounts paid to you through the Systematic Withdrawal Plan
are derived from
the redemption of shares in your account.
Should you wish at any time to add a Systematic Withdrawal
Plan to an
existing account or change payee instructions, you will need to
submit a written
request, signed by all registered owners, with signatures
guaranteed.
Retirement accounts are eligible for Systematic Withdrawal
Plans. Please
contact IMSC at 1-800-777-6472 to obtain the necessary paperwork
to establish a
plan.
If the U.S. Postal Service cannot deliver your checks, or if
deposits to a
bank account are returned for any reason, your redemptions will
be discontinued.
AUTOMATIC INVESTMENT METHOD
You may authorize an investment to be automatically drawn
each month from
your bank for investment in Fund shares by completing Sections 6A
and 7B of the
Account Application. Attach a "voided" check to your Account
Application. At
pre-specified intervals, your bank account will be debited and
the proceeds will
be credited to your Ivy account. The minimum investment under
this plan is $250
per month ($25 per month for retirement plans). There is no
charge to you for
this program.
You may terminate or suspend your Automatic Investment Method
by telephone
at any time by contacting IMSC at 1-800-777- 6472.
If you have investments being withdrawn from a bank account
and we are
notified that the account has been closed, your Automatic
Investment Method will
be discontinued.
CONSOLIDATED ACCOUNT STATEMENTS
Shareholders with two or more Ivy fund accounts having the
same taxpayer
I.D. number will receive a single quarterly account statement,
unless otherwise
specified. This feature consolidates the activity for each
account onto one
statement. Requests for quarterly consolidated statements for all
other accounts
must be submitted in writing and must be signed by all registered
owners.
RETIREMENT PLANS
The Ivy Funds offer several tax-sheltered retirement plans
that may fit your
needs:
- Traditional and Roth IRAs
- 401(k), Money Purchase Pension and Profit Sharing Plans
- SEP-IRA (Simplified Employee Pension Plan)
- 403(b)(7) Plan
- SIMPLE Plans (Individual Retirement Account and 401(k))
Minimum initial and subsequent investments for retirement
plans are $25.
Investors Bank & Trust, which serves as custodian or trustee
under the
retirement plan prototypes available from each Fund, charges
certain nominal
fees for annual maintenance. A portion of these fees is remitted
to IMSC as
compensation for its services to the retirement plan accounts
maintained with
each Fund.
Distributions from retirement plans are subject to certain
requirements
under the Code. Certain documentation, including IRS Form W4-P,
must be provided
to IMSC prior to taking any distribution. Please contact IMSC for
details. The
Ivy funds and IMSC assume no responsibility to determine whether
a distribution
satisfies the conditions of applicable tax laws, and will not be
responsible for
any penalties assessed. For additional information, please
contact your broker,
tax adviser or IMSC.
Please call IMSC at 1-800-777-6472 for complete information
kits describing
the plans, their benefits, restrictions, provisions and fees.
SHAREHOLDER INQUIRIES
Inquiries regarding the Funds should be directed to IMSC at
1-800-777-6472.
12
<PAGE>
ADVISOR CLASS SHARES
ACCOUNT APPLICATION
IVY BOND FUND
IVY EMERGING GROWTH FUND
IVY GROWTH FUND
IVY GROWTH WITH INCOME FUND
PLEASE MAIL APPLICATIONS AND CHECKS TO: Ivy Mackenzie Services
Corp., P.O. Box
3022, Boca Raton, FL 33431-0922.
(This application should not be used for retirement accounts for
which Ivy is
custodian.)
ACCOUNT NUMBER:
- -----------------------------------------------------------------
- ---------------
<TABLE>
<S> <S> <C> <C>
<C> <C> <C> <C>
FUND
101/ 1 / 2 1 / 2
USE ------------------- ---------- ----------
---------- ---------- ---------- ----------
ONLY Dealer # Branch # Rep #
Acct Type Soc Cd Div Cd CG Cd
- -----------------------------------------------------------------
- ------------------------------------------------------------
FUND 0 / 1 0 / X
USE ---------- ----------
ONLY Exc Cd Red Cd
- ---------------------------------------------
1 [ ] Individual
- -----------------------------------------------------------------
- -----------------------
REGISTRATION [ ] Joint Tenant Owner, Custodian or
Trustee
[ ] Estate
- -----------------------------------------------------------------
- -----------------------
[ ] UGMA/UTMA Co-owner or Minor
[ ] Corporation
- -----------------------------------------------------------------
- -----------------------
[ ] Partnership Minor's State of Residence
[ ] Sole Proprietor
- -----------------------------------------------------------------
- -----------------------
[ ] Trust Street
[ ] Other
-------------------
Date of Trust
[ ] Other -------------
-------------------
- -----------------------------------------------------------------
- -----------------------
City
State Zip Code
-
- - -
- ------------------------------
- ------------------------------
Phone Number -- Day
Phone Number -- Evening
- -----------------------------------------------------------------
- -------------------------------------------------------------
- -----------------------------------------------------------------
- -------------------------------------------------------------
2 - - or -
Citizenship: [ ] U.S. [ ] Other
TAX ID ---------------------------
- -------------------------
- ----------------
Social Security Number Tax Identification
Number
UNDER PENALTIES OF PERJURY, I CERTIFY BY SIGNING IN
SECTION 8 BELOW THAT: (1) THE NUMBER SHOWN IN
THIS SECTION IS MY CORRECT TAXPAYER IDENTIFICATION
NUMBER (TIN), AND (2) I AM NOT SUBJECT TO BACKUP
WITHHOLDING BECAUSE: (A) I HAVE NOT BEEN NOTIFIED BY
THE INTERNAL REVENUE SERVICE (IRS) THAT I AM
SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF A
FAILURE TO REPORT ALL INTEREST OR DIVIDENDS, OR (B)
THE IRS HAS NOTIFIED ME THAT I AM NO LONGER SUBJECT
TO BACKUP WITHHOLDING. (CROSS OUT ITEM (2) IF
YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE
CURRENTLY SUBJECT TO BACKUP WITHHOLDING BECAUSE OF
UNDERREPORTING INTEREST OR DIVIDENDS ON YOUR TAX
RETURN.) PLEASE SEE THE "TAX IDENTIFICATION
NUMBER" SECTION OF THE PROSPECTUS FOR ADDITIONAL
INFORMATION ON COMPLETING THIS SECTION.
- -----------------------------------------------------------------
- -----------------------------------------------------------------
- -----------------------------------------------------------------
- -----------------------------------------------------------------
- -
3 The undersigned ("Dealer") agrees to all applicable
DEALER provisions in this Application, guarantees the
signature and
INFORMATION legal capacity of the Shareholder, and agrees to
notify IMSC
of any purchases made under a Letter of Intent or
Rights of
Accumulation.
- ------------------------------------------------------------
- ---------------------------------------------------------
Dealer Name
Representative's Name and Number
- ------------------------------------------------------------
- ---------------------------------------------------------
Branch Office Address
Representative's Phone Number
- ------------------------------------------------------------
- ---------------------------------------------------------
City State Zip Code
Authorized Signature of Dealer
- -----------------------------------------------------------------
- -----------------------------------------------------------------
- --
- -----------------------------------------------------------------
- -----------------------------------------------------------------
- --
4
INVESTMENTS A. Enclosed is my check for $
- ---------------($10,000 minimum)
made payable to the appropriate Fund*. Please
invest it as
follows:
$ --------------- Ivy Bond Fund (605)
$ --------------- Ivy Emerging Growth Fund
(639)
$ --------------- Ivy Growth Fund (630)
$ --------------- Ivy Growth with Income Fund
(631)
*If investing in more than one fund, make your
check payable to
"Ivy Funds".
B. FOR DEALER USE ONLY
Confirmed trade orders:
- --------------- --------------- --------
- ---------------
Confirm Number Number of Shares Trade
Date
- -----------------------------------------------------------------
- -----------------------------------------------------------------
- --
- -----------------------------------------------------------------
- -----------------------------------------------------------------
- --
5 I would like to reinvest dividends and capital
gains into additional shares in this account at net asset value
unless
DISTRIBUTION a different option is checked below.
OPTIONS
A.[ ] Reinvest all dividends and capital gains into
additional shares of a different Ivy fund.
----------------------------------------------
- --------------------------- [ ] New Account
Fund Name
Account Number
B.[ ] Pay all dividends in cash and reinvest
capital gains into additional shares of this Fund or a differenct
Ivy
fund.
----------------------------------------------
- --------------------------- [ ] New Account
Fund Name
Account Number
C.[ ] Pay all dividends and capital gains in cash.
I
REQUEST THE ABOVE CASH DISTRIBUTION, SELECTED IN C OR D ABOVE,
BE:
[ ] Sent to the address listed in the
registration. [ ] Sent to the special payee listed in Section 7A
[ ] (By Mail)
7B [ ] (By E.F.T.)
- -----------------------------------------------------------------
- -----------------------------------------------------------------
- --
</TABLE>
<PAGE>
- -----------------------------------------------------------------
- ---------------
<TABLE>
<S> <C> <C>
6 A. [ ] AUTOMATIC INVESTMENT METHOD (AIM)
OPTIONAL
SPECIAL I wish to invest: My Bank account
will be debted on or about the:
FEATURES
[ ] Annually
day of the month of
- -------------- ----------
[ ] Semi-Annually
day of the months of and
- -------------- ---------- ----------
[ ] Quarterly
day of the [ ] first month of each calendar quarter
- -------------- [ ] second
[ ] third
[ ] Monthly
[ ] once per month
day of the month*
[ ] twice
day of the month*
[ ] 3 times
day of the month*
[ ] 4 times
day of the month*
Please invest $ each period
starting in the month of in Advisor Class shares of
------------------
------------
Dollar Amount
Month
--------------------------------- .
Fund Name
[ ] I have attached a voided check to ensure my
correct bank account will be debited.
B. [ ] SYSTEMATIC WITHDRAWAL PLANS**
I wish to automatically withdraw funds from my
[ ]Monthly [ ]Quarterly [ ]Semiannually [ ]Annually
account in Advisor Class shares of
I request the distribution be:
- ------------------------- [ ]Sent to the address listed in the
registration,
Fund Name
[ ]Sent to the special payee listed in Section 7,
[ ] Once [ ] Twice [ ] 3 times [ ] 4 times per
month [ ]Invested into additional shares of the same
class of a different Ivy fund:
-----------------------
Fund Name
----------------------------
Account Number
Amount $ , starting on or about the
day of
---------------- ----------
--------------------------
Minimum $250
month
day of
----------
--------------------------
month
day of
----------
--------------------------
month*
NOTE: Account minimum: $10,000 in shares at current
offering price
C. [ ] ELECTRONIC FUNDS TRANSFER FOR REDEMPTION PROCEEDS**
I authorize the Agent to honor telephone
instructions for the
redemption of Fund shares up to $50,000. Proceeds
may be wire
transferred to the bank account designated ($1,000
minimum).
(COMPLETE SECTION 7B)
D. [ ] TELEPHONIC EXCHANGES** [ ] YES [ ] NO
I authorize exchanges by telephone among the Ivy
family of
funds, upon instructions from any person as more
fully
described in the Prospectus. To change this option
once
established, written instructions must be received
from the
shareholder of record or the current registered
representative.
If neither box is checked, the telephone exchange
privilege
will be provided automatically.
E. [ ] TELEPHONIC REDEMPTIONS** [ ] YES [ ] NO
The Fund or its agents are authorized to honor
telephone
instructions from any person as more fully
described in the
Prospectus for the redemption of Fund shares. The
amount of the
redemption shall not exceed $50,000 and the
proceeds are to be
payable to the shareholder of record and mailed to
the address
of record. To change this option once established,
written
instructions must be received from the shareholder
of record or
the current registered representative.
If neither box is checked, the telephone exchange
privilege
will be provided automatically.
* There must be a period of at least seven calendar days
between each
investment/withdrawal period.
** This option may not be selected if shares are issued in
certificate
form.
- -----------------------------------------------------------------
- --------------------------------------------------------------
7 SPECIAL PAYEE
- -----------------------------------------------------------------
- --------------------------------------------------------------
A. MAILING ADDRESS B.
FED WIRE / E.F.T. INFORMATION
Please send all disbursements to this
special payee
------------------------------------------
- ------------------------------------------------------------
Name of Bank or Individual
Financial Institution
------------------------------------------
- ---------------------------- ----------------------------
ABA # Account
Account Number (if applicable)
------------------------------------------
- ------------------------------------------------------------
Street
------------------------------------------
Street
City/State/Zip
- ------------------------------------------------------------
City/State/Zip
(Please attach a voided check)
- -----------------------------------------------------------------
- --------------------------------------------------------------
8 SIGNATURES
Investors should be aware that failure to check "No"
under Section 6D
or 6E above means that the Telephone
Exchange/Redemptions Privileges
will be provided. The Funds employ reasonable
procedures that require
personal identification prior to acting on
exchange/redemption
instructions communicated by telephone to confirm that
such
instructions are genuine. In the absence of such
procedures, a Fund
may be liable for any losses due to unauthorized or
fraudulent
telephone instructions. Please see "Exchange Privilege"
and "How to
Redeem Shares" in the Prospectus for more information
on these
privileges.
I certify to my legal capacity to purchase or redeem
shares of the
Fund for my own account or for the account of the
organization named
in Section 1. I have received a current Prospectus and
understand its
terms are incorporated in this application by
reference. I am
certifying my taxpayer information as stated in Section
2.
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR
CONSENT TO ANY
PROVISION OF THIS DOCUMENT OTHER THAN THE
CERTIFICATIONS REQUIRED TO
AVOID BACKUP WITHHOLDING.
- -----------------------------------------------------------------
- --- ---------------------
Signature of Owner, Custodian, Trustee or Corporate
Officer Date
- -----------------------------------------------------------------
- -- ---------------------
Signature of Joint Owner, Co-Trustee or Corporate
Officer Date
- -----------------------------------------------------------------
- ---------------------------------------
(Remeber to Sign Section 8)
</TABLE>
<PAGE>
January 1, 1998
IVY FUNDS(R)
Ivy
International
Equity
Funds
Advisor
Class Shares
- -----------------
PROSPECTUS
- -----------------
Ivy Management, Inc.
Via Mizner Financial
Plaza
700 South Federal Hwy.
Boca Raton, FL 33432
1-800-456-5111
[ARTWORK]
THROUGHOUT THE
CENTURIES,
THE CASTLE KEEP HAS
BEEN A SOURCE
OF LONG-RANGE VISION
AND STRATEGIC
ADVANTAGE.
Ivy Fund (the "Trust") is a registered investment company
currently
consisting of eighteen separate portfolios. The Advisor Class
shares of eleven
of these portfolios, as identified below (the "Funds"), are
described in this
Prospectus. Each Fund has its own investment objective and
policies, and your
interest is limited to the Fund in which you own Advisor Class
shares.
The eleven Funds are:
Ivy Asia Pacific Fund
Ivy Canada Fund
Ivy China Region Fund
Ivy Global Fund
Ivy Global Natural Resources Fund
Ivy Global Science & Technology Fund
Ivy International Fund II
Ivy International Small Companies Fund
Ivy Latin America Strategy Fund
Ivy New Century Fund
Ivy Pan-Europe Fund
Advisor Class shares are offered at net asset value without
the imposition
of a front-end or contingent deferred sales charge or Rule 12b-1
fees, and are
available for purchase only by certain investors. The Funds'
Class A, Class B
and Class C shares (and the Class I shares of Ivy Global Science
& Technology
Fund, Ivy International Fund II and Ivy Small Companies Fund) are
described in
a separate prospectus dated October 31, 1997.
The Prospectus sets forth concisely the information about
the Funds'
Advisor Class shares that a prospective investor should know
before investing.
Please read it carefully and retain it for future reference.
Additional
information about Advisor Class shares in contained in the
Statement of
Additional Information for the Funds' Advisor Class shares dated
January 1,
1998 (the "SAI"), which has been filed with the Securities and
Exchange
Commission ("SEC") and is incorporated by reference into this
Prospectus. The
SAI, and the prospectus for the Funds' other classes of shares,
are available
upon request and without charge at the Distributor's address and
telephone
number printed below. The SEC maintains a web site
(http://www.sec.gov) that
contains the SAI and other material incorporated by reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC
OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SEC OR ANY STATE SECURITIES
COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
TABLE OF CONTENTS
<TABLE>
<S> <C>
Expense Information............................. 2
The Funds' Financial Highlights................. 2
Investment Objectives and Policies.............. 3
Risk Factors and Investment Techniques.......... 8
Organization and Management of the Funds........ 12
Investment Manager.............................. 12
Fund Administration and Accounting.............. 13
Transfer Agent.................................. 14
Dividends and Taxes............................. 14
Performance Data................................ 14
How to Buy Shares............................... 15
How Your Purchase Price is Determined........... 15
How Each Fund Values its Shares................. 15
How to Redeem Shares............................ 16
Minimum Account Balance Requirements............ 17
Signature Guarantees............................ 17
Choosing a Distribution Option.................. 17
Tax Identification Number....................... 17
Certificates.................................... 17
Exchange Privilege.............................. 17
Systematic Withdrawal Plan...................... 18
Automatic Investment Method..................... 18
Consolidated Account Statements................. 18
Retirement Plans................................ 18
Shareholder Inquires............................ 18
Account Application............................. 19
</TABLE>
<TABLE>
<S> <C> <C>
<C>
BOARD OF TRUSTEES OFFICERS
TRANSFER AGENT INVESTMENT MANAGER
John S. Anderegg, Jr. Michael G. Landry, Chairman
Ivy Mackenzie Ivy Management, Inc.
Paul H. Broyhill Keith J. Carlson, President
Services Corp. 700 South Federal Highway
Keith J. Carlson James W. Broadfoot, Vice President
P.O. Box 3022 Boca Raton, FL 33432
Stanley Channick C. William Ferris,
Boca Raton, FL 33431-0922 1-800-456-5111
Frank W. DeFriece, Jr. Secretary/Treasurer
1-800-777-6472
Roy J. Glauber
DISTRIBUTOR
Michael G. Landry LEGAL COUNSEL
AUDITORS Ivy Mackenzie
Joseph G. Rosenthal Dechert Price & Rhoads
Coopers & Lybrand L.L.P. Distributors, Inc.
Richard N. Silverman Boston, MA
Ft. Lauderdale, FL Via Mizner Financial Plaza
J. Brendan Swan
700 South Federal Highway
CUSTODIAN
Boca Raton, FL 33432
Brown Brothers Harriman & Co.
1-800-456-5111
Boston, MA
</TABLE>
[LOGO]
IVY MACKENZIE
<PAGE>
EXPENSE INFORMATION
The expenses and costs associated with investing in the
Advisor Class shares
of each Fund are reflected in the following tables.
SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<CAPTION>
MAXIMUM SALES LOAD MAXIMUM CONTINGENT
IMPOSED ON PURCHASES DEFERRED SALES CHARGE
(AS A % OF (AS A % OF ORIGINAL
OFFERING PRICE) PURCHASE PRICE)
- -------------------- ---------------------
<S> <C>
<C>
All Funds...................................................
None None
</TABLE>
None of the Funds charges a redemption fee, an exchange fee,
or a sales load
on reinvested dividends.
ANNUAL FUND OPERATING EXPENSES(1)(AS A PERCENTAGE OF AVERAGE
NET ASSETS)
<TABLE>
<CAPTION>
12B-1 SERVICE/ TOTAL FUND
MANAGEMENT
DISTRIBUTION OTHER OPERATING
FEES
FEES EXPENSES EXPENSES(6)
----------
-------------- -------- -----------
<S> <C>
<C> <C> <C>
Ivy Asia Pacific Fund(2)....................... 0.00%(4)
None 0.95%(5) 1.95%
Ivy Canada Fund................................ 0.85%
None 1.54% 2.39%
Ivy China Region Fund.......................... 0.72%(4)
None 1.23% 1.95%
Ivy Global Fund................................ 1.00%
None 0.93% 1.93%
Ivy Global Natural Resources Fund(2)........... 1.31%(4)
None 0.95%(5) 1.95%
Ivy Global Science & Technology Fund(3)........ 0.29%(4)
None 1.65% 1.94%
Ivy International Fund II(2)................... 0.72%(4)
None 0.50% 1.50%
Ivy International Small Companies Fund(2)...... 0.00%(4)
None 0.95%(5) 1.95%
Ivy Pan-Europe Fund(2)......................... 0.00%(4)
None 0.95%(5) 1.95%
</TABLE>
<TABLE>
<CAPTION>
12B-1 SERVICE/ GROSS FUND
MANAGEMENT
DISTRIBUTION OTHER OPERATING
FEES(4)
FEES EXPENSES(7) EXPENSES(7)
----------
-------------- ----------- -----------
<S> <C>
<C> <C> <C>
Ivy Latin America Strategy Fund................ 0.00%
None 2.30%(5) 2.30%
Ivy New Century Fund........................... 0.38%
None 1.82% 2.20%
<CAPTION>
TOTAL FUND
OPERATING
CUSTOMER FEE
CREDITS EXPENSES(6)
- -------------------- -----------
<S> <C>
<C>
Ivy Latin America Strategy Fund................ 0.36%
1.94%
Ivy New Century Fund........................... 0.25%
1.95%
</TABLE>
- ---------------
(1) The inception date for each Fund's Advisor Class shares is
January 1, 1998.
Accordingly, the expense ratios shown are estimates based on
amounts
incurred by each Fund's Class A shares during the fiscal year
ended December
31, 1996.
(2) Expense information is based on estimated amounts for the
fiscal year ended
December 31, 1998.
(3) Expense information is based on annualized amounts from July
22, 1996
(commencement of operations) to December 31, 1996.
(4) After expense reimbursements (see note 6 below). Without
expense
reimbursements, Management Fees would have been 1.00%.
(5) After expense reimbursements (see note 6 below). Without
expense
reimbursements, "Other Expenses" would have increased 7.67%
for Ivy Asia
Pacific Fund, .59% for Ivy Global Natural Resources Fund, .26
for Ivy
International Fund II, 2.26% for Ivy International Small
Companies, 24.58%
for Ivy Pan-Europe Fund, and 2.34% for Ivy Latin America
Strategy Fund.
(6) Ivy Management, Inc. ("IMI") currently limits Total Fund
Operating Expenses
(excluding Rule 12b-1 fees and certain other items, and net
of any custody
fee credits) for all Funds except Ivy Canada Fund to an
annual rate of
1.95%, (1.50%, in the case of Ivy International Fund II) of
each Fund's
average net assets.
(7) Does not reflect the value of custody fee credits generated
by uninvested
cash balances maintained by these two Funds with their
custodian.
EXAMPLES
The following table lists the expenses an investor would pay
on a $1,000
investment in a Fund's Advisor Class shares, assuming (1) 5%
annual return and
(2) unless otherwise noted, redemption at the end of each time
period. These
examples further assume reinvestment of all dividends and
distributions, and
that the percentage amounts under "Total Fund Operating Expenses"
(in the
preceding table) remain the same each year. THE EXAMPLES SHOULD
NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL
EXPENSES MAY BE
HIGHER OR LOWER THAN THOSE SHOWN.
<TABLE>
<CAPTION>
1
YEAR 3 YEARS 5 YEARS 10 YEARS
- ------ ------- ------- --------
<S> <C>
<C> <C> <C>
Ivy Asia Pacific Fund.......................................
$20 $ 61
Ivy Canada Fund.............................................
$24 $ 75 $128 $273
Ivy China Region Fund.......................................
$20 $ 61 $105 $227
Ivy Global Fund.............................................
$20 $ 61 $104 $225
Ivy Global Natural Resources Fund...........................
$20 $ 61
Ivy Global Science & Technology Fund........................
$20 $ 61 $105 $226
Ivy International Fund II...................................
$15 $ 47
Ivy International Small Companies Fund......................
$20 $ 61
Ivy Latin America Strategy Fund.............................
$23 $ 72 $123 $264
Ivy New Century Fund........................................
$22 $ 69 $118 $253
Ivy Pan-Europe Fund.........................................
$20 $ 61
</TABLE>
The purpose of the foregoing tables is to assist you in
understanding the
various costs and expenses that an investor in a Fund's Advisor
Class shares
will bear directly or indirectly. The information presented in
the tables does
not reflect the charge of $10 per transaction that would apply if
a shareholder
elects to have redemption proceeds wired to his or her bank
account. For a more
detailed discussion of the Funds' fees and expenses, see the
following sections
of this Prospectus: "Organization and Management of the Funds,"
"Investment
Manager" and "Fund Administration and Accounting," and the
following section of
the SAI: "Investment Advisory and Other Services."
THE FUNDS' FINANCIAL HIGHLIGHTS
The inception date for the Funds' Advisor Class shares is
January 1, 1998.
Accordingly, no financial information for these shares is
presented below. The
accounting firm of Coopers & Lybrand L.L.P. will be responsible
for auditing
financial information relating to the Funds' Advisor Class
shares. Financial
highlights for the Funds' Class A, Class B and Class C shares
(and the Class I
shares of Ivy Global Science & Technology Fund, Ivy International
Fund II and
Ivy International Small Companies Fund) are contained in a
separate Prospectus
dated October 31, 1997. The Funds' Annual Reports are
incorporated by reference
into the SAI, and are available upon request from the Funds'
transfer agent
(1-800-777-6472).
2
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
Each Fund has its own investment objective and policies,
which are described
below. Each Fund's investment objective is fundamental and may
not be changed
without the approval of a majority of the outstanding voting
shares of the Fund.
Except for a Fund's investment objective and those investment
restrictions
specifically identified as fundamental, all investment policies
and practices
described in this Prospectus and in the SAI are non-fundamental,
and may be
changed by the Board of Trustees of the Trust ("Trustees")
without shareholder
approval. There can be no assurance that a Fund's objective will
be met. The
different types of securities and investment techniques used by
the Funds
involve varying degrees of risk. For information about the
particular risks
associated with each type of investment, see "Risk Factors and
Investment
Techniques," below, and the SAI.
Whenever an investment objective, policy or restriction of a
Fund described
in this Prospectus or in the SAI states a maximum percentage of
assets that may
be invested in a security or other asset or describes a policy
regarding quality
standards, that percentage limitation or standard will, unless
otherwise
indicated, apply to the Fund only at the time a transaction takes
place. Thus,
for example, if a percentage limitation is adhered to at the time
of investment,
a later increase or decrease in the percentage that results from
circumstances
not involving any affirmative action by the Fund will not be
considered a
violation.
IVY ASIA PACIFIC FUND: The Fund's principal investment
objective is long-
term growth. Consideration of current income is secondary to this
principal
objective. Under normal circumstances the Fund invests at least
65% of its total
assets in securities issued in Asia-Pacific countries, which for
purposes of
this Prospectus are defined to include China, Hong Kong, India,
Indonesia,
Malaysia, Pakistan, the Philippines, Singapore, Sri Lanka, South
Korea, Taiwan,
Thailand and Vietnam. Securities of Asia-Pacific issuers include:
(a) securities
of companies organized under the laws of an Asia-Pacific country
or for which
the principal securities trading market is in the Asia-Pacific
region; (b)
securities that are issued or guaranteed by the government of an
Asia-Pacific
country, its agencies or instrumentalities, political
subdivisions or the
country's central bank; (c) securities of a company, wherever
organized, where
at least 50% of the company's non-current assets, capitalization,
gross revenue
or profit in any one of the two most recent fiscal years
represents (directly or
indirectly through subsidiaries) assets or activities located in
the
Asia-Pacific region; and (d) any of the preceding types of
securities in the
form of depository shares.
The Fund may participate in markets throughout the
Asia-Pacific region, and
it is expected that the Fund will be invested at all times in at
least three
Asia-Pacific countries. The Fund does not expect to concentrate
its investments
in any particular industry. See Appendix B to the SAI for further
information
about the economic characteristics of certain Asia-Pacific
countries.
The Fund may invest up to 35% of its assets in
investment-grade debt
securities of government or corporate issuers in emerging market
countries,
investment-grade equity and debt securities of issuers in
developed countries
(including the United States), warrants, and cash or cash
equivalents, such as
bank obligations (including certificates of deposit and bankers'
acceptances),
commercial paper, short-term notes and repurchase agreements. For
temporary
defensive purposes, the Fund may invest without limit in such
instruments. The
Fund may also invest up to 5% of its net assets in zero coupon
bonds, and in
debt securities rated Ba or below by Moody's Investor Services,
Inc. ("Moody's")
or BB or below by Standard and Poor's Corporation ("S&P"), or if
unrated, are
considered by IMI to be of comparable quality (commonly referred
to as "high
yield" or "junk" bonds).
For temporary or emergency purposes, the Fund may borrow up
to one-third of
the value of its total assets from banks, but may not purchase
securities at any
time during which the value of the Fund's outstanding loans
exceeds 10% of the
value of the Fund's assets. The Fund may engage in foreign
currency exchange
transactions and enter into forward foreign currency contracts.
The Fund may
also invest (i) up to 10% of its total assets in other investment
companies that
invest in securities issued in Asia-Pacific countries, and (ii)
up to 15% of its
net assets in restricted and other illiquid securities.
The Fund may purchase put and call options on securities and
stock indices,
provided the premium paid for such options does not exceed 5% of
the Fund's net
assets. The Fund may also sell covered put options with respect
to up to 10% of
the value of its net assets, and may write covered call options
so long as not
more than 25% of the Fund's net assets is subject to being
purchased upon the
exercise of the calls. For hedging purposes only, the Fund may
engage in
transactions in stock index and foreign currency futures
contracts, provided
that the Fund's equivalent exposure in such contracts does not
exceed 15% of its
total assets.
IVY CANADA FUND: Ivy Canada Fund seeks long-term capital
appreciation by
investing primarily in equity securities of Canadian companies.
Canada is one of
the world's leading industrial countries and a major exporter of
agricultural
products. The country is rich in natural resources such as zinc,
uranium,
nickel, gold, silver, aluminum, iron and copper, and forest
covers over 44% of
land areas, making Canada a leading world producer of newsprint.
Canada is also
a major producer of hydroelectricity, oil and gas.
As a fundamental policy, the Fund normally invests at least
65% of its total
assets in Canadian equity securities (i.e., common and preferred
stock,
securities convertible into common stock and common stock
purchase warrants)
listed on Canadian stock exchanges or traded over-the-counter in
Canada.
Canadian issuers are companies (i) organized under the laws of
Canada, (ii) for
which the principal securities trading market is in Canada, (iii)
which derive
at least 50% of their revenues or profits from goods produced or
sold,
investments made or services performed in Canada, or (iv) which
have at least
50% of their assets situated in Canada. The balance of the Fund's
assets
ordinarily are invested in (i) bills and bonds of the Canadian
Government and
the governments of the provinces or municipalities of Canada,
(ii) high quality
notes and debentures of Canadian companies (i.e., those rated Aaa
or Aa by
Moody's or AAA or AA by S&P, or if unrated, judged to be of
comparable quality
by Mackenzie Financial Corporation ("MFC"), the Fund's Advisor),
(iii) foreign
securities (including sponsored or unsponsored American
Depository Receipts
("ADRs"), Global Depository Receipts ("GDRs"), American
Depository Shares
("ADSs") and Global Depository Shares ("GDSs")), (iv) U.S.
Government
securities, (v) equity securities and investment-grade debt
securities (i.e.,
those rated Baa or higher by Moody's or BBB or higher by S&P, or
if unrated, are
considered by MFC to be of comparable quality) of U.S. companies,
and (vi) zero
coupon bonds that meet these credit quality standards.
The Fund may purchase securities on a "when-issued" or firm
commitment
basis, engage in foreign currency exchange transactions and enter
into forward
foreign currency contracts. The Fund may also invest (i) up to
10% of its total
assets in other investment companies and (ii) up to 15% of its
net assets in
restricted and other illiquid securities.
For temporary defensive purposes, the Fund may invest without
limit in U.S.
or Canadian dollar-denominated money market securities issued by
entities
organized in the U.S. or Canada, such as (i) obligations issued
or guaranteed by
the Canadian Government or the governments of the provinces
3
<PAGE>
or municipalities of Canada (or their agencies or
instrumentalities), (ii)
finance company and corporate commercial paper (and other
short-term corporate
obligations rated Prime-1 by Moody's or A or better by S&P, or if
unrated,
considered by MFC to be of comparable quality), (iii) obligations
of banks
(i.e., certificates of deposit, time deposits and bankers'
acceptances)
considered creditworthy by MFC under guidelines approved by the
Trustees, and
(iv) repurchase agreements with broker-dealers and banks. For
temporary or
emergency purposes, the Fund may also borrow up to 10% of the
value of its total
assets from banks.
IVY CHINA REGION FUND: Ivy China Region Fund's principal
investment
objective is long-term capital growth. Consideration of current
income is
secondary to this principal objective. The Fund seeks to meet its
objective
primarily by investing in the equity securities of companies that
are expected
to benefit from the economic development and growth of China,
Hong Kong and
Taiwan. A significant percentage of the Fund's assets may also be
invested in
the securities markets of South Korea, Singapore, Malaysia,
Thailand, Indonesia
and the Philippines (collectively, with China, Hong Kong and
Taiwan, the "China
Region").
The Fund normally invests at least 65% of its total assets in
"Greater China
growth companies," defined as companies (a) that are organized in
or for which
the principal securities trading markets are the China Region;
(b) that have at
least 50% of their assets in one or more China Region countries
or derive at
least 50% of their gross sales revenues or profits from providing
goods or
services to or from within one or more China Region countries; or
(c) that have
at least 35% of their assets in China, Hong Kong or Taiwan,
derive at least 35%
of their gross sales revenues or profits from providing goods or
services to or
from within these three countries, or have significant
manufacturing or other
operations in these countries. IMI's determination as to whether
a company
qualifies as a Greater China growth company is based primarily on
information
contained in financial statements, reports, analyses and other
pertinent
information (some of which may be obtained directly from the
company). The Fund
may invest 25% or more of its total assets in the securities of
issuers located
in any one China Region country, and currently expects to invest
more than 50%
of its total assets in Hong Kong. See Appendix B to the SAI for
further
information about the economic characteristics of certain China
Region
countries.
The balance of the Fund's assets ordinarily are invested in
(i) certain
investment-grade debt securities and (ii) the equity securities
of "China Region
associated companies," which are companies that do not meet the
definition of a
Greater China growth company, but whose current or expected
performance, based
on certain identified factors (such as the growth trends in the
location of a
company's assets and the sources of its revenues and profits), is
judged by IMI
to be strongly associated with the China Region. The
investment-grade debt
securities in which the Fund may invest include (a) obligations
of the U.S.
Government or its agencies or instrumentalities, (b) obligations
of U.S. banks
and other banks organized and existing under the laws of Hong
Kong, Taiwan or
countries that are members of the Organization for Economic
Cooperation and
Development ("OECD"), and (c) obligations denominated in any
currency issued by
international development institutions and Hong Kong, Taiwan and
OECD member
governments and their agencies and instrumentalities, as well as
repurchase
agreements with respect to any of the foregoing instruments. The
Fund may also
invest in zero coupon bonds, and corporate bonds rated Baa or
higher by Moody's
or BBB or higher by S&P (or if unrated, are considered by IMI to
be of
comparable quality).
The Fund may invest less than 35% of its net assets in debt
securities rated
Ba or below by Moody's or BB or below by S&P, or, if unrated,
considered by IMI
to be of comparable quality (commonly referred to as "high yield"
or "junk"
bonds). The Fund will not invest in debt securities rated less
than C by either
Moody's or S&P. As of December 31, 1996, the Fund had 0.90% of
its total assets
invested in low-rated debt securities.
The Fund may invest in sponsored or unsponsored ADRs, GDRs,
ADSs and GDSs,
warrants, purchase securities on a "when-issued" or firm
commitment basis,
engage in foreign currency exchange transactions and enter into
forward foreign
currency contracts. The Fund may also invest (i) up to 10% of its
total assets
in other investment companies, and (ii) up to 15% of its net
assets in
restricted and other illiquid securities.
For temporary defensive purposes and during periods when IMI
believes that
circumstances warrant, the Fund may reduce its position in
Greater China growth
companies and Greater China associated companies and increase its
investment in
cash and liquid debt securities, such as U.S. Government
securities, bank
obligations, commercial paper, short-term notes and repurchase
agreements. For
temporary or emergency purposes, the Fund may also borrow up to
10% of the value
of its total assets from banks.
The Fund may purchase put and call options on securities and
stock indices,
provided the premium paid for such options does not exceed 5% of
the Fund's net
assets. The Fund may also sell covered put options with respect
to up to 10% of
the value of its net assets, and may write covered call options
so long as not
more than 25% of the Fund's net assets is subject to being
purchased upon the
exercise of the calls. For hedging purposes only, the Fund may
engage in
transactions in stock index futures contracts, provided that the
Fund's
equivalent exposure in such contracts does not exceed 15% of its
total assets.
IVY GLOBAL FUND: The Fund seeks long-term capital growth
through a flexible
policy of investing in stocks and debt obligations of companies
and governments
of any nation. Any income realized will be incidental. Under
normal conditions,
the Fund will invest at least 65% of its total assets in the
common stock of
companies throughout the world, with at least three different
countries (one of
which may be the United States) represented in the Fund's overall
portfolio
holdings. Although the Fund generally invests in common stock, it
may also
invest in preferred stocks, sponsored or unsponsored ADRs, GDRs,
ADSs and GDSs,
and investment-grade debt securities (i.e., those rated Baa or
higher by Moody's
or BBB or higher by S&P, or if unrated, are considered by IMI to
be of
comparable quality), including corporate bonds, notes,
debentures, convertible
bonds and zero coupon bonds.
The Fund may invest less than 35% of its net assets in debt
securities rated
Ba or below by Moody's or BB or below by S&P, or if unrated,
considered by IMI
to be of comparable quality (commonly referred to as "high yield"
or "junk"
bonds). The Fund will not invest in debt securities rated less
than C by either
Moody's or S&P. As of December 31, 1996, the Fund had 0.94% of
its total assets
invested in low-rated debt securities.
The Fund may invest in equity real estate investment trusts,
warrants,
purchase securities on a "when-issued" or firm commitment basis,
engage in
foreign currency exchange transactions and enter into forward
foreign currency
contracts. The Fund may also invest (i) up to 10% of its total
assets in other
investment companies and (ii) up to 15% of its net assets in
restricted and
other illiquid securities.
For temporary defensive purposes and during periods when IMI
believes that
circumstances warrant, the Fund may invest without limit in U.S.
Government
securities, obligations issued by domestic or foreign banks
(including
certificates of deposit, time deposits and bankers' acceptances),
and domestic
or foreign commercial paper (which, if issued by a corporation,
must be rated
4
<PAGE>
Prime-1 by Moody's or A-1 by S&P, or if unrated has been issued
by a company
that at the time of investment has an outstanding debt issue
rated Aaa or Aa by
Moody's or AAA or AA by S&P). The Fund may also enter into
repurchase
agreements, and, for temporary or emergency purposes, may borrow
up to 10% of
the value of its total assets from banks.
The Fund may purchase put and call options on stock indices,
provided the
premium paid for such options does not exceed 10% of the Fund's
net assets. The
Fund may also sell covered put options with respect to up to 50%
of the value of
its net assets, and may write covered call options so long as not
more than 20%
of the Fund's net assets is subject to being purchased upon the
exercise of the
calls. For hedging purposes only, the Fund may engage in
transactions in (and
options on) stock index and foreign currency futures contracts,
provided that
the Fund's equivalent exposure in such contracts does not exceed
20% of its
total assets.
IVY GLOBAL NATURAL RESOURCES FUND: The Fund's investment
objective is
long-term growth. Any income realized will be incidental. Under
normal
conditions, the Fund invests at least 65% of its total assets in
the equity
securities of companies throughout the world that own, explore or
develop
natural resources and other basic commodities, or supply goods
and services to
such companies. Under this investment policy, at least three
different countries
(one of which may be the United States) will be represented in
the Fund's
overall portfolio holdings. "Natural resources" generally include
precious
metals (such as gold, silver and platinum), ferrous and
nonferrous metals (such
as iron, aluminum and copper), strategic metals (such as uranium
and titanium),
coal, oil, natural gases, timber, undeveloped real property and
agricultural
commodities. Although the Fund generally invests in common stock,
it may also
invest in preferred stock, securities convertible into common
stock and
sponsored or unsponsored ADRs, GDRs, ADSs and GDSs. The Fund may
also invest
directly in precious metals and other physical commodities.
IMI believes that certain political and economic changes in
the global
environment in recent years have had and will continue to have a
profound effect
on global supply and demand of natural resources, and that rising
demand from
developing markets and new sources of supply should create
attractive investment
opportunities. In selecting the Fund's investments, IMI will seek
to identify
securities of companies that, in IMI's opinion, appear to be
undervalued
relative to the value of the companies' natural resource
holdings.
For temporary defensive purposes, the Fund may invest without
limit in cash
or cash equivalents, such as bank obligations (including
certificates of deposit
and bankers' acceptances), commercial paper, short-term notes and
repurchase
agreements. For temporary or emergency purposes, the Fund may
borrow up to
one-third of the value of its total assets from banks, but may
not purchase
securities at any time during which the value of the Fund's
outstanding loans
exceeds 10% of the value of the Fund's total assets. The Fund may
engage in
foreign currency exchange transactions and enter into forward
foreign currency
contracts. The Fund may also invest (i) up to 10% of its total
assets in other
investment companies and (ii) up to 15% of its net assets in
restricted and
other illiquid securities.
For hedging purposes only, the Fund may engage in
transactions in (and
options on) foreign currency futures contracts, provided that the
Fund's
equivalent exposure in such contracts does not exceed 15% of its
total assets.
IVY GLOBAL SCIENCE & TECHNOLOGY FUND: The Fund's principal
investment
objective is long-term capital growth. Any income realized will
be incidental.
Under normal conditions, the Fund will invest at least 65% of its
total assets
in the common stock of companies that are expected to benefit
from the
development, advancement and use of science and technology. Under
this
investment policy, at least three different countries (one of
which may be the
United States) will be represented in the Fund's overall
portfolio holdings.
Industries likely to be represented in the Fund's portfolio
include computers
and peripheral products, software, electronic components and
systems,
telecommunications, media and information services,
pharmaceuticals, hospital
supply and medical devices, biotechnology, environmental
services, chemicals and
synthetic materials, and defense and aerospace. The Fund may also
invest in
companies that are expected to benefit indirectly from the
commercialization of
technological and scientific advances. In recent years, rapid
advances in these
industries have stimulated unprecedented growth. While this is no
guarantee of
future performance, IMI believes that these industries offer
substantial
opportunities for long-term capital appreciation.
Although the Fund generally invests in common stock, it may
also invest in
preferred stock, securities convertible into common stock,
sponsored or
unsponsored ADRs, GDRs, ADSs and GDSs and investment-grade debt
securities
(i.e., those rated Baa or higher by Moody's or BBB or higher by
S&P, or if
unrated, are considered by IMI to be of comparable quality),
including corporate
bonds, notes, debentures, convertible bonds and zero- coupon
bonds. The Fund may
also invest up to 5% of its net assets in debt securities that
are rated Ba or
below by Moody's or BB or below by S&P, or if unrated, are
considered by IMI to
be of comparable quality (commonly referred to as "high yield" or
"junk" bonds).
The Fund will not invest in debt securities rated less than C by
either Moody's
or S&P. (A description of the ratings assigned by Moody's and S&P
is contained
in Appendix A to the SAI).
The Fund may invest in warrants, purchase securities on a
"when-issued" or
firm commitment basis, engage in foreign currency exchange
transactions and
enter into forward foreign currency contracts. The Fund may also
invest (i) up
to 10% of its total assets in other investment companies and (ii)
up to 15% of
its net assets in restricted and other illiquid securities.
For temporary defensive purposes and during periods when IMI
believes that
circumstances warrant, the Fund may invest without limit in U.S.
Government
securities, obligations issued by domestic or foreign banks
(including
certificates of deposit, time deposits and bankers' acceptances),
and domestic
or foreign commercial paper (which, if issued by a corporation,
must be rated
Prime-1 by Moody's or A-1 by S&P, or if unrated has been issued
by a company
that at the time of investment has an outstanding debt issue
rated Aaa or Aa by
Moody's or AAA or AA by S&P). The Fund may also enter into
repurchase
agreements, and, for temporary or emergency purposes, may borrow
up to 10% of
the value of its total assets from banks.
The Fund may purchase put and call options on stock indices
and on
individual securities, provided the premium paid for such options
does not
exceed 10% of the value of the Fund's net assets. The Fund may
also sell covered
put options with respect to up to 50% of the value of its net
assets, and may
sell covered call options so long as not more than 20% of the
Fund's net assets
is subject to being purchased upon the exercise of the calls. For
hedging
purposes only, the Fund may engage in transactions in (and
options on) stock
index and foreign currency futures contracts, provided that the
Fund's
equivalent exposure in such contracts does not exceed 20% of the
value of its
total assets.
IVY INTERNATIONAL FUND II: The Fund's principal objective is
long-term
capital growth primarily through investment in equity securities.
Consideration
of current income is secondary to this principal objective. It is
anticipated
that at least 65% of the Fund's total assets will be invested in
common stocks
(and securities convertible into common stocks) principally
traded in European,
Pacific Basin and Latin American markets. Under this investment
policy, at
5
<PAGE>
least three different countries (other than the United States)
will be
represented in the Fund's overall portfolio holdings. For
temporary defensive
purposes, the Fund may also invest in equity securities
principally traded in
U.S. markets. IMI, the Fund's investment manager, invests the
Fund's assets in a
variety of economic sectors, industry segments and individual
securities in
order to reduce the effects of price volatility in any one area
and to enable
shareholders to participate in markets that do not necessarily
move in concert
with U.S. markets. IMI seeks to identify rapidly expanding
foreign economies,
and then searches out growing industries and corporations,
focusing on companies
with established records. Individual securities are selected
based on value
indicators, such as a low price-earnings ratio, and are reviewed
for fundamental
financial strength. Companies in which investments are made will
generally have
at least $1 billion in capitalization and a solid history of
operations.
When economic or market conditions warrants, the Fund may
invest without
limit in U.S. Government securities, investment- grade debt
securities (i.e.,
those rated Baa or higher by Moody's or BBB or higher by S&P, or
if unrated,
considered by IMI to be of comparable quality), preferred stocks,
sponsored or
unsponsored ADRs, GDRs, ADSs and GDSs, warrants, or cash or cash
equivalents
such as bank obligations (including certificates of deposit and
bankers'
acceptances), commercial paper, short-term notes and repurchase
agreements. For
temporary or emergency purposes, the Fund may borrow up to 10% of
the value of
its total assets from banks. The Fund may also purchase
securities on a
"when-issued" or firm commitment basis, and may engage in
currency exchange
transactions and enter into forward foreign currency contracts.
The Fund may
also invest (i) up to 10% of its total assets in other investment
companies and
(ii) up to 15% of its net assets in restricted and other illiquid
securities.
The Fund may purchase put and call options on securities and
stock indices,
provided the premium paid for such options does not exceed 5% of
the Fund's net
assets. The Fund may also sell covered put options with respect
to up to 10% of
the value of its net assets, and may write covered call options
so long as not
more than 25% of the Fund's net assets is subject to being
purchased upon the
exercise of the calls. For hedging purposes only, the Fund may
engage in
transactions in (and options on) stock index and foreign currency
futures
contracts, provided that the Fund's equivalent exposure in such
contracts does
not exceed 15% of its total assets.
IVY INTERNATIONAL SMALL COMPANIES FUND: The Fund's principal
investment
objective is long-term growth primarily through investment in
foreign equity
securities. Consideration of current income is secondary to this
principal
objective. Under normal circumstances the Fund invests at least
65% of its total
assets in common and preferred stocks (and securities convertible
into common
stocks) of foreign issuers having total market capitalization of
less than $1
billion. Under this investment policy, at least three different
countries (other
than the United States) will be represented in the Fund's overall
portfolio
holdings. For temporary defensive purposes, the Fund may also
invest in equity
securities principally traded in the United States. The Fund will
invest its
assets in a variety of economic sectors, industry segments and
individual
securities in order to reduce the effects of price volatility in
any area and to
enable shareholders to participate in markets that do not
necessarily move in
concert with the U.S. market. The factors that IMI considers in
determining the
appropriate distribution of investments among various countries
and regions
include prospects for relative economic growth, expected levels
of inflation,
government policies influencing business conditions and the
outlook for currency
relationships.
In selecting the Fund's investments, IMI will seek to
identify securities
that are attractively priced relative to their intrinsic value.
The intrinsic
value of a particular security is analyzed by reference to
characteristics such
as relative price/earnings ratio, dividend yield and other
relevant factors
(such as applicable financial, tax, social and political
conditions).
When economic or market conditions warrant, the Fund may
invest without
limit in U.S. Government securities, investment- grade debt
securities, zero
coupon bonds, preferred stocks, warrants, or cash or cash
equivalents such as
bank obligations (including certificates of deposit and bankers'
acceptances),
commercial paper, short-term notes and repurchase agreements. The
Fund may also
invest up to 5% of its net assets in debt securities rated Ba or
below by
Moody's or BB or below by S&P, or if unrated, are considered by
IMI to be of
comparable quality (commonly referred to as "high yield" or
"junk" bonds).
For temporary or emergency purposes, the Fund may borrow up
to one-third of
the value of its total assets from banks, but may not purchase
securities at any
time during which the value of the Fund's outstanding loans
exceeds 10% of the
value of the Fund's assets. The Fund may engage in foreign
currency exchange
transactions and enter into forward foreign currency contracts.
The Fund may
also invest (i) up to 10% of its total assets in other investment
companies and
(ii) up to 15% of its net assets in restricted and other illiquid
securities.
The Fund may purchase put and call options on securities and
stock indices,
provided the premium paid for such options does not exceed 5% of
the Fund's net
assets. The Fund may also sell covered put options with respect
to up to 10% of
the value of its net assets, and may write covered call options
so long as not
more than 25% of the Fund's net assets is subject to being
purchased upon the
exercise of the calls. For hedging purposes only, the Fund may
engage in
transactions in stock index and foreign currency futures
contracts, provided
that the Fund's equivalent exposure in such contracts does not
exceed 15% of its
total assets.
IVY LATIN AMERICA STRATEGY FUND: The Fund's principal
investment objective
is long-term capital growth. Consideration of current income is
secondary to
this principal objective. Under normal conditions the Fund
invests at least 65%
of its total assets in securities issued in Latin America, which
for purposes of
this Prospectus is defined as Mexico, Central America, South
America and the
Spanish-speaking islands of the Caribbean. Securities of Latin
American issuers
include (a) securities of companies organized under the laws of a
Latin American
country or for which the principal securities trading market is
in Latin
America; (b) securities that are issued or guaranteed by the
government of a
Latin American country, its agencies or instrumentalities,
political
subdivisions or the country's central bank; (c) securities of a
company,
wherever organized, where at least 50% of the company's
non-current assets,
capitalization, gross revenue or profit in any one of the two
most recent fiscal
years represents (directly or indirectly through subsidiaries)
assets or
activities located in Latin America; or (d) any of the preceding
types of
securities in the form of depository shares. The Fund may
participate in markets
throughout Latin America, and it is expected that the Fund will
be invested at
all times in at least three countries. Under present conditions,
the Fund
expects to focus its investments in Argentina, Brazil, Chile,
Mexico and
Venezuela, which IMI believes are the most developed capital
markets in Latin
America. The Fund does not expect to concentrate its investments
in any
particular industry.
The Fund's equity investments consist of common stock,
preferred stock
(either convertible or non-convertible), sponsored or unsponsored
ADRs, GDRs,
ADSs and GDSs, and warrants (any of which may be purchased
through rights). The
Fund's equity securities may be listed on securities exchanges,
traded
over-the-counter, or have no organized market.
6
<PAGE>
The Fund may invest in debt securities (including zero coupon
bonds) when
IMI anticipates that the potential for capital appreciation from
debt securities
is likely to equal or exceed that of equity securities (e.g., a
favorable change
in relative foreign exchange rates, interest rate levels or the
creditworthiness
of issuers). These include debt securities issued by Latin
American Governments
("Sovereign Debt"). Most of the debt securities in which the Fund
may invest are
not rated, and those that are rated are expected to be below
investment-grade
(i.e., rated Ba or below by Moody's or BB or below by S&P, or
considered by IMI
to be of comparable quality), and are commonly referred to as
"high yield" or
"junk" bonds. As of December 31, 1996, the Fund had none of its
assets invested
in low-rated debt securities.
To meet redemptions, or while the Fund is anticipating
investments in Latin
American securities, the Fund may hold cash or cash equivalents
such as bank
obligations (including certificates of deposit and bankers'
acceptances),
commercial paper, short-term notes and repurchase agreements. For
temporary
defensive or emergency purposes, the Fund may (i) invest without
limit in such
instruments, and (ii) borrow up to one-third of the value of its
total assets
from banks (but may not purchase securities at any time during
which the value
of the Fund's outstanding loans exceeds 10% of the value of the
Fund's total
assets).
The Fund may invest in warrants, purchase securities on a
"when-issued" or
firm commitment basis, engage in foreign currency exchange
transactions and
enter into forward foreign currency contracts. The Fund may also
invest (i) up
to 10% of its total assets in other investment companies, and
(ii) up to 15% of
its net assets in restricted and other illiquid securities. The
Fund will treat
any Latin American securities that are subject to restrictions on
repatriation
for more than seven days, as well as any securities issued in
connection with
Latin American debt conversion programs that are restricted to
remittance of
invested capital or profits, as illiquid securities for purposes
of this
limitation.
The Fund may purchase put and call options on securities and
stock indices,
provided the premium paid for such options does not exceed 5% of
the Fund's net
assets. The Fund may also sell covered put options with respect
to up to 10% of
the value of its net assets, and my write covered call options so
long as not
more than 25% of the Fund's net assets is subject to being
purchased upon the
exercise of the calls. For hedging purposes only, the Fund may
engage in
transactions in (and options on) stock index and foreign currency
futures
contracts, provided that the Fund's equivalent exposure in such
contracts does
not exceed 15% of its total assets.
IVY NEW CENTURY FUND: The Fund's principal objective is
long-term growth.
Consideration of current income is secondary to this principal
objective. In
pursuing its objective, the Fund invests primarily in the equity
securities of
companies that IMI believes will benefit from the economic
development and
growth of emerging markets. The Fund considers countries having
emerging markets
to be those that (i) are generally considered to be "developing"
or "emerging"
by the World Bank and the International Finance Corporation, or
(ii) are
classified by the United Nations (or otherwise regarded by their
authorities) as
"emerging." Under normal market conditions, the Fund invests at
least 65% of its
total assets in equity securities (including common and preferred
stocks,
convertible debt obligations, warrants, options, rights, and
sponsored or
unsponsored ADRs, GDRs, ADSs and GDSs that are listed on stock
exchanges or
traded over-the-counter) of "Emerging Market growth companies,"
which are
defined as companies (a) for which the principal securities
trading market is an
emerging market (as defined above), (b) that (alone or on a
consolidated basis)
derives 50% or more of its total revenue either from goods, sales
or services in
emerging markets, or (c) that are organized under the laws of
(and with a
principal office in) an emerging market country.
The Fund normally invests its assets in the securities of
issuers located in
at least three emerging market countries, and may invest 25% or
more of its
total assets in the securities of issuers located in any one
country. IMI's
determination as to whether a company qualifies as a Emerging
Markets growth
company is based primarily on information contained in financial
statements,
reports, analyses and other pertinent information (some of which
may be obtained
directly from the company).
For purposes of capital appreciation, the Fund may invest up
to 35% of its
total assets in (i) debt securities of government or corporate
issuers in
emerging market countries, (ii) equity and debt securities of
issuers in
developed countries (including the United States), and (iii) cash
or cash
equivalents such as bank obligations (including certificates of
deposit and
bankers' acceptances), commercial paper, short-term notes and
repurchase
agreements. For temporary defensive purposes, the Fund may invest
without limit
in such instruments. The Fund may also invest in zero coupon
bonds and purchase
securities on a "when-issued" or firm commitment basis.
The Fund will not invest more than 20% of its total assets in
debt
securities rated Ba or lower by Moody's or BB or lower by S&P, or
if unrated,
are considered by IMI to be of comparable quality (commonly
referred to as "high
yield" or "junk" bonds). As of December 31, 1996, the Fund had
0.27% of its
total assets invested in low-rated debt securities.
For temporary or emergency purposes, the Fund may borrow up
to one-third of
the value of its total assets from banks, but may not purchase
securities at any
time during which the value of the Fund's outstanding loans
exceeds 10% of the
value of the Fund's total assets. The Fund may engage in foreign
currency
exchange transactions and enter into forward foreign currency
contracts. The
Fund may also invest (i) up to 10% of its total assets in other
investment
companies, and (ii) up to 15% of its net assets in restricted and
other illiquid
securities.
The Fund may purchase put and call options on securities and
stock indices,
provided the premium paid for such options does not exceed 5% of
the Fund's net
assets. The Fund may also sell covered put options with respect
to up to 10% of
the value of its net assets, and my write covered call options so
long as not
more than 25% of the Fund's net assets is subject to being
purchased upon the
exercise of the calls. For hedging purposes only, the Fund may
engage in
transactions in (and options on) stock index and foreign currency
futures
contracts, provided that the Fund's equivalent exposure in such
contracts does
not exceed 15% of its total assets.
IVY PAN-EUROPE FUND: The Fund's principal investment
objective is long-term
capital growth. Consideration of current income is secondary to
this principal
objective. The Fund seeks to achieve its investment objective by
investing
primarily in the equity securities of companies domiciled or
otherwise doing
business (as described below) in European countries. Under normal
circumstances,
the Fund will invest at least 65% of its total assets in the
equity securities
of "European companies," which include any issuer (a) that is
organized under
the laws of a European country; (b) that derives 50% or more of
its total
revenues from goods produced or sold, investments made or
services performed in
Europe; or (c) for which the principal trading market is in
Europe. The Fund may
also invest up to 35% of its total assets in the equity
securities of issuers
domiciled outside of Europe. The equity securities in which the
Fund may invest
include common stock, preferred stock and common stock
equivalents such as
warrants and convertible debt securities. The Fund may also
invest in sponsored
or unsponsored ADRs, European Depository Receipts
7
<PAGE>
("EDRs"), GDRs, ADSs, European Depository Shares ("EDSs") and
GDSs. The Fund
does not expect to concentrate its investments in any particular
industry.
The Fund may invest up to 35% of its net assets in debt
securities, but will
not invest more than 20% of its net assets in debt securities
rated Ba or below
by Moody's or BB or below by S&P (commonly referred to as "high
yield" or "junk"
bonds), or if unrated, are considered by IMI to be of comparable
quality. The
Fund may also purchase securities on a "when-issued" or firm
commitment basis,
engage in foreign currency exchange transactions and enter into
forward foreign
currency contracts. In addition, the Fund may invest up to 5% of
its net assets
in zero coupon bonds.
For temporary defensive purposes or when IMI believes that
circumstances
warrant, the Fund may invest without limit in U.S. Government
securities,
investment-grade debt securities (i.e., those rated Baa or higher
by Moody's or
BBB or higher by S&P, or if unrated, are considered by IMI to be
of comparable
quality), warrants, and cash or cash equivalents such as domestic
or foreign
bank obligations (including certificates of deposit, time
deposits and bankers'
acceptances), short-term notes, repurchase agreements, and
domestic or foreign
commercial paper (which, if issued by a corporation, must be
rated Prime-1 by
Moody's or A-1 by S&P, or if unrated has been issued by a company
that at the
time of investment has an outstanding debt issue rated Aaa or Aa
by Moody's or
AAA or AA by S&P).
For temporary or emergency purposes, the Fund may borrow up
to one-third of
the value of its total assets from banks, but may not purchase
securities at any
time during which the value of the Fund's outstanding loans
exceeds 10% of the
value of the Fund's total assets. The Fund may also invest (i) up
to 10% of its
total assets in other investment companies, and (ii) up to 15% of
its net assets
in restricted and other illiquid securities.
The Fund may purchase put and call options on securities and
stock indices,
provided the premium paid for such options does not exceed 5% of
the Fund's net
assets. The Fund may also sell covered put options with respect
to up to 10% of
the value of its net assets, and may write covered call options
so long as not
more than 25% of the Fund's net assets is subject to being
purchased upon the
exercise of the calls. For hedging purposes only, the Fund may
engage in
transactions in (and options on) stock index and foreign currency
futures
contracts, provided that the Fund's equivalent exposure in such
contracts does
not exceed 15% of its total assets.
RISK FACTORS AND INVESTMENT TECHNIQUES
SPECIAL CONSIDERATIONS RELATED TO IVY ASIA PACIFIC FUND:
Certain Asia-
Pacific countries in which the Fund may invest are developing
countries, and may
be in the initial stages of their industrialization cycle. The
economic
structures of developing countries generally are less diverse and
mature than in
the United States, and their political systems may be relatively
unstable.
Historically, markets of developing countries have been more
volatile than the
markets of developed countries, yet such markets often have
provided higher
rates of return to investors.
Investing in securities of issuers in Asia-Pacific countries
involves
certain considerations not typically associated with investing in
securities of
United States companies, including (i) restrictions on foreign
investment and on
repatriation of capital invested in Asian countries, (ii)
currency fluctuations,
(iii) the cost of converting foreign currency into United States
dollars, (iv)
potential price volatility and lesser liquidity of shares traded
on Asia-Pacific
country securities markets and (v) political and economic risks,
including the
risk of nationalization or expropriation of assets and the risk
of war.
Certain Asia-Pacific countries may be more vulnerable to the
ebb and flow of
international trade and to trade barriers and other protectionist
or retaliatory
measures. Investments in countries such as China that have
recently opened their
capital markets and that appear to have relaxed their central
planning
requirement, as well as in countries that have privatized some of
their state-
owned industries, should be regarded as speculative.
The settlement period of securities transactions in foreign
markets in
general may be longer than in domestic markets, and such delays
may be of
particular concern in developing countries. For example, the
possibility of
political upheaval and the dependence on foreign economic
assistance may be
greater in developing countries than in developed countries,
either one of which
may increase settlement delays.
Securities exchanges, issuers and broker-dealers in some
Asia-Pacific
countries are subject to less regulatory scrutiny than in the
United States. In
addition, due to the limited size of the markets for Asia-Pacific
securities,
the prices for such securities may be more vulnerable to adverse
publicity,
investors' perceptions or traders' positions or strategies, which
could cause a
decrease not only in the value but also in the liquidity of the
Fund's
investments.
SPECIAL CONSIDERATIONS RELATED TO IVY CANADA FUND: The
economy of Canada is
strongly influenced by the activities of companies involved in
the production
and processing of natural resources, particularly those involved
in the energy
industry, industrial materials (e.g., chemicals, base metals,
timber and paper)
and agricultural materials (e.g., grain cereals). The securities
of companies in
the energy industry are subject to changes in value and dividend
yield, which
depend, to a large extent, on the price and supply of energy
fuels. Rapid price
and supply fluctuations may be caused by events relating to
international
politics, energy conservation and the success of exploration
projects.
SPECIAL CONSIDERATIONS RELATED TO IVY CHINA REGION FUND:
Investors should
realize that China Region countries may be subject to a greater
degree of
economic, political and social instability than is the case in
the United States
or other developed countries. Among the factors causing this
instability are (i)
authoritarian governments or military involvement in political
and economic
decision making, (ii) popular unrest associated with demands for
improved
political, economic and social conditions, (iii) internal
insurgencies, (iv)
hostile relations with neighboring countries, (v) ethnic,
religious and racial
disaffection, and (vi) changes in trading status, any one of
which could disrupt
the principal financial markets in which the Fund invests and
adversely affect
the value of its assets. In addition, several China Region
countries have had
hostile relations with neighboring nations. For example, China
continues to
claim sovereignty over Taiwan, and has assumed sovereignty over
Hong Kong.
China Region countries tend to be heavily dependent on
international trade,
as a result of which their markets are highly sensitive to
protective trade
barriers and the economic conditions of their principal trading
partners (i.e.,
the United States, Japan and Western European countries).
Protectionist trade
legislation, reduction of foreign investment in China Region
economies and
general declines in the international securities markets could
have a
significant adverse effect on the China Region securities
markets. In addition,
certain China Region countries have in the past failed to
recognize private
property rights and have at times nationalized or expropriated
the assets of
private companies. There is a heightened risk in these countries
that such
adverse actions might be repeated.
To take advantage of potential growth opportunities, the Fund
might have
significant investments in companies with relatively small market
capitalization. Securities of smaller companies may be subject to
more abrupt or
erratic
8
<PAGE>
market movements than the securities of larger more established
companies, both
because they tend to be traded in lower volume and because the
companies are
subject to greater business risk. In addition, to the extent that
any China
Region country experiences rapid increases in its money supply or
investment in
equity securities for speculative purposes, the equity securities
traded in such
countries may trade at price-earning multiples higher than those
of comparable
companies trading on securities markets in the United States,
which may not be
sustainable. Finally, restrictions on foreign investment exists
to varying
degrees in some China Region countries. Where such restrictions
apply,
investments may be limited and may increase the Fund's expenses.
The SAI
contains additional information concerning the risks associated
with investing
in the China Region.
SPECIAL CONSIDERATIONS RELATED TO IVY GLOBAL SCIENCE &
TECHNOLOGY FUND, IVY
INTERNATIONAL SMALL COMPANIES FUND AND IVY NEW CENTURY FUND: In
light of Ivy New
Century Fund's concentration in equity securities of Emerging
Market growth
companies (as defined above), an investment in the Fund should be
considered
speculative. In addition, both Ivy Global Science & Technology
Fund and Ivy
International Small Companies Fund are expected to have
significant investments
in companies with relatively small market capitalization.
Securities of smaller
companies may be subject to more abrupt or erratic market
movements than the
securities of larger more established companies, both because
they tend to be
traded in lower volume and because the companies are subject to
greater business
risk.
Because Ivy Global Science & Technology Fund normally focuses
its
investments in science and technology-related industries, the
value of the
Fund's shares may be more susceptible to factors affecting those
industries and
to greater market fluctuation than a fund whose portfolio
holdings are more
diverse. For example, rapid advances in these industries tend to
render existing
products obsolete. In addition, many companies in which the Fund
is likely to
invest are subject to government regulations and approval of
their products and
services, which may affect their overall profitability and cause
their stock
prices to be more volatile. In selecting the Fund's portfolio of
investments,
IMI will consider each company's ability to create new products,
secure any
necessary regulatory approvals, and generate sufficient customer
demand. A
company's failure to perform well in any one of these areas,
however, could
cause its stock to decline sharply.
SPECIAL CONSIDERATIONS RELATED TO IVY GLOBAL NATURAL
RESOURCES FUND: Since
the Fund normally invests a substantial portion of its assets in
securities of
companies engaged in natural resources activities, the Fund may
be subject to
greater risks and market fluctuations than funds with more
diversified
portfolios. The value of the Fund's securities will fluctuate in
response to
market conditions generally, and will be particularly sensitive
to the markets
for those natural resources in which a particular issuer is
involved. The values
of natural resources may also fluctuate directly with respect to
real and
perceived inflationary trends and various political developments.
In addition,
many natural resource companies have been subject to significant
costs
associated with compliance with environmental and other safety
regulations. In
selecting the Fund's portfolio of investments, IMI will consider
each company's
ability to create new products, secure any necessary regulatory
approvals, and
generate sufficient customer demand. A company's failure to
perform well in any
one of these areas, however, could cause its stock to decline
sharply.
To take advantage of potential growth opportunities, the Fund
might have
significant investments in companies with relatively small market
capitalization. Securities of smaller companies may be subject to
more abrupt or
erratic market movements than the securities of larger more
established
companies because they tend to be traded in lower volume and
because the
companies are subject to greater business risk.
The Fund's investments in precious metals (such as gold) and
other physical
commodities are subject to special risk considerations, including
substantial
price fluctuations over short periods of time. On the other hand,
investments in
precious metals coins or bullion could help to moderate
fluctuations in the
value of the Fund's portfolio, since the prices of precious
metals have at times
tended not to fluctuate as widely as shares of issuers engaged in
the mining of
precious metals. Because precious metals and other commodities do
not generate
investment income, however, the return on such investments will
be derived
solely from the appreciation and depreciation on such
investments. The Fund may
also incur storage and other costs relating to its investments in
precious
metals and other commodities, which may, under certain
circumstances, exceed
custodial and brokerage costs associated with investments in
other types of
securities. When the Fund purchases a precious metal, IMI
currently intends that
it will only be in a form that is readily marketable.
SPECIAL CONSIDERATIONS RELATED TO IVY LATIN AMERICA STRATEGY
FUND: The
securities markets of Latin American countries are substantially
smaller, less
developed, less liquid and more volatile than the major
securities markets in
the United States. This could cause prices to be erratic for
reasons apart from
factors that affect the quality of the securities. For example,
limited market
size may cause prices to be unduly influenced by traders who
control large
positions. Adverse publicity and investor perception, whether
based on
fundamental analysis, may decrease the value and liquidity of
portfolio
securities, especially in these markets.
For many years, most Latin American countries have
experienced substantial
(and in some periods extremely high) rates of inflation, which
have had and may
continue to have very negative effects on the economies and
securities markets
of these countries. In addition, certain Latin American countries
are among the
largest debtors to commercial banks and foreign governments, and
some have
declared moratoria on the payment of principal and/or interest on
external debt.
Accordingly, the Sovereign Debt instruments in which the Fund may
invest involve
a high degree of risk and should be considered equivalent in
quality to debt
securities rated below investment-grade by Moody's and S&P.
The Fund is classified as a non-diversified investment
company under the
1940 Act, and therefore may invest, with respect to 50% of its
total assets,
more than 5% of its total assets in the securities of any one
issuer.
Consequently, the performance of a single issuer in which the
Fund has invested
may have a more significant effect on the overall performance of
the Fund than
if the Fund were a diversified company.
BANK OBLIGATIONS: The bank obligations in which the Funds
may invest
include certificates of deposit, bankers' acceptances, and other
short-term debt
obligations. Investments in certificates of deposit and bankers'
acceptances are
limited to obligations of (i) banks having total assets in excess
of $1 billion,
and (ii) other banks if the principal amount of the obligation is
fully insured
by the Federal Deposit Insurance Corporation ("FDIC").
Investments in
certificates of deposit of savings associations are limited to
obligations of
Federal or state-chartered institutions whose total assets exceed
$1 billion and
whose deposits are insured by the FDIC.
BORROWING: A Fund may only borrow for temporary or emergency
purposes, as
described above. Borrowing may exaggerate the effect on a Fund's
net asset value
of any increase or decrease in the value of the Fund's portfolio
securities.
Money borrowed will be subject to interest costs (which may
include commitment
fees and/or the cost of maintaining minimum average balances).
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<PAGE>
COMMERCIAL PAPER: Commercial paper represents short-term
unsecured
promissory notes issued in bearer form by bank holding companies,
corporations,
and finance companies. Each Fund's investments in commercial
paper are limited
to obligations rated Prime-1 by Moody's or A-1 by S&P, or if not
rated, are
issued by companies having an outstanding debt issue currently
rated Aaa or Aa
by Moody's or AAA or AA by S&P.
CONVERTIBLE SECURITIES: The convertible securities in which
the Funds may
invest include corporate bonds, notes, debentures and other
securities
convertible into common stocks. Because convertible securities
can be converted
into equity securities, their values will normally vary in some
proportion with
those of the underlying equity securities. Convertible securities
usually
provide a higher yield than the underlying equity, however, so
that the price
decline of a convertible security may sometimes be less
substantial than that of
the underlying equity security.
DEBT SECURITIES, IN GENERAL: Investment in debt securities,
including
municipal securities, involves both interest rate and credit
risk. Generally,
the value of debt instruments rises and falls inversely with
fluctuations in
interest rates. As interest rates decline, the value of debt
securities
generally increases. Conversely, rising interest rates tend to
cause the value
of debt securities to decrease. Bonds with longer maturities
generally are more
volatile than bonds with shorter maturities. The market value of
debt securities
also varies according to the relative financial condition of the
issuer. In
general, lower-quality bonds offer higher yields due to the
increased risk that
the issuer will be unable to meet its obligations on interest or
principal
payments at the time called for by the debt instrument.
U.S. GOVERNMENT SECURITIES: U.S. Government securities are
obligations of,
or guaranteed by, the U.S. Government, its agencies or
instrumentalities. Such
securities include: (1) direct obligations of the U.S. Treasury
(such as
Treasury bills, notes, and bonds) and (2) Federal agency
obligations guaranteed
as to principal and interest by the U.S. Treasury (such as GNMA
certificates,
which are mortgage-backed securities). When such securities are
held to
maturity, the payment of principal and interest is
unconditionally guaranteed by
the U.S. Government, and thus they are of the highest possible
credit quality.
U.S. Government securities that are not held to maturity are
subject to
variations in market value caused by fluctuations in interest
rates.
Mortgage-backed securities are securities representing part
ownership of a
pool of mortgage loans. Although the mortgage loans in the pool
will have
maturities of up to 30 years, the actual average life of the
loans typically
will be substantially less because the mortgages will be subject
to principal
amortization and may be prepaid prior to maturity. In periods of
falling
interest rates, the rate of prepayment tends to increase, thereby
shortening the
actual average life of the security. Conversely, rising interest
rates tend to
decrease the rate of prepayment, thereby lengthening the
security's actual
average life (and increasing the security's price volatility).
Since it is not
possible to predict accurately the average life of a particular
pool, and
because prepayments are reinvested at current rates, the market
value of
mortgage-backed securities may decline during periods of
declining interest
rates.
INVESTMENT-GRADE DEBT SECURITIES: Bonds rated Aaa by Moody's
and AAA by S&P
are judged to be of the best quality (i.e., capacity to pay
interest and repay
principal is extremely strong). Bonds rated Aa/AA are considered
to be of high
quality (i.e., capacity to pay interest and repay principal is
very strong and
differs from the highest rated issues only to a small degree).
Bonds rated A are
viewed as having many favorable investment attributes, but
elements may be
present that suggest a susceptibility to the adverse effects of
changes in
circumstances and economic conditions than debt in higher rated
categories.
Bonds rated Baa/BBB (considered by Moody's to be "medium grade"
obligations) are
considered to have an adequate capacity to pay interest and repay
principal, but
certain protective elements may be lacking (i.e., such bonds lack
outstanding
investment characteristics and have some speculative
characteristics).
LOW-RATED DEBT SECURITIES: Securities rated lower than Baa
or BBB, and
comparable unrated securities (commonly referred to as "high
yield" or "junk"
bonds), are considered by major credit- rating organizations to
have
predominately speculative characteristics with respect to the
issuer's capacity
to pay interest and repay principal. Investors in those Funds
that invest in
these securities, should be willing to accept the special risks
associated with
these securities.
While high yield debt securities are likely to have some
quality and
protective characteristics, these qualities are largely
outweighed by the risk
of exposure to adverse conditions and other uncertainties.
Accordingly,
investments in such securities, while generally providing for
greater income and
potential opportunity for gain than investments in higher-rated
securities, also
entail greater risk (including the possibility of default or
bankruptcy of the
issuer of such securities) and generally involve greater price
volatility than
securities in higher rating categories. IMI seeks to reduce risk
through
diversification (including investments in foreign securities),
credit analysis
and attention to current developments and trends in both the
economy and
financial markets. Should the rating of a portfolio security be
downgraded, IMI
will determine whether it is in the affected Fund's best interest
to retain or
dispose of the security (unless the security is downgraded below
the rating of
C, in which case IMI most likely would dispose of the security
based on then
existing market conditions). For additional information regarding
the risks
associated with investing in high yield bonds, see the SAI (and,
in particular,
Appendix A, which contains a more complete description of the
ratings assigned
by Moody's and S&P).
FOREIGN SECURITIES: The foreign securities in which the
Funds invest may
include non-U.S. dollar-denominated securities, Eurodollar
securities, sponsored
or unsponsored ADRs, GDRs, ADSs and GDSs, and debt securities
issued, assumed or
guaranteed by foreign governments (or political subdivisions or
instrumentalities thereof). Investors should consider carefully
the special
risks that arise in connection with investing in securities
issued by companies
and governments of foreign nations, which are in addition to
those risks that
are associated with the Funds' investments, generally.
In many foreign countries, there is less regulation of
business and industry
practices, stock exchanges, brokers and listed companies than in
the United
States. For example, foreign companies are not generally subject
to uniform
accounting and financial reporting standards, and foreign
securities
transactions may be subject to higher brokerage costs. There also
tends to be
less publicly available information about issuers in foreign
countries, and
foreign securities markets of many of the countries in which the
Funds may
invest may be smaller, less liquid and subject to greater price
volatility than
those in the United States. Generally, price fluctuations in the
Funds' foreign
security holdings are likely to be high relative to those of
securities issued
in the United States.
Other risks include the possibility of expropriation,
nationalization or
confiscatory taxation, foreign exchange controls (which may
include suspension
of the ability to transfer currency from a given country),
difficulties in
pricing, default in foreign government securities, high rates of
inflation,
difficulties in enforcing foreign judgments, political or social
instability, or
other developments that could adversely affect the Funds' foreign
investments.
10
<PAGE>
The risks of investing in foreign securities (described
above) are likely to
be intensified in the case of investments in issuers domiciled or
doing
substantial business in countries with emerging or developing
economies
("emerging markets"). For example, countries with emerging
markets may have
relatively unstable governments and therefore be susceptible to
sudden adverse
government action (such as nationalization of businesses,
restrictions on
foreign ownership or prohibitions against repatriation of
assets). Security
prices in emerging markets can also be significantly more
volatile than in the
more developed nations of the world, and communications between
the U.S. and
emerging market countries may be unreliable, increasing the risk
of delayed
settlements of portfolio transactions or loss of certificates for
portfolio
securities. Delayed settlements could cause a Fund to miss
attractive investment
opportunities or impair its ability to dispose of portfolio
securities,
resulting in a loss if the value of the securities subsequently
declines. In
addition, many emerging markets have experienced and continue to
experience
especially high rates of inflation. In certain countries,
inflation has at times
accelerated rapidly to hyperinflationary levels, creating a
negative interest
rate environment and sharply eroding the value of outstanding
financial assets
in those countries.
In recent years, many emerging market countries around the
world have
undergone political changes that have reduced government's role
in economic and
personal affairs and have stimulated investment and growth. In
order for these
emerging economies to continue to expand and develop industry,
infrastructure
and currency reserves, continued influx of capital is essential.
Historically,
there is a strong direct correlation between economic growth and
stock market
returns. While this is no guarantee of future performance, IMI
believes that
investment opportunities (particularly in the energy,
environmental services,
natural resources, basic materials, power, telecommunications and
transportation
industries) may result within the evolving economies of emerging
market
countries from which the Funds and their shareholders will
benefit. IMI believes
that similar investment opportunities will be created for
companies involved in
providing consumer goods and services (e.g., food, beverages,
autos, housing,
tourism and leisure and merchandising).
FOREIGN CURRENCY EXCHANGE TRANSACTIONS: A Fund usually
effects its currency
exchange transactions on a spot (i.e., cash) basis at the spot
rate prevailing
in the foreign exchange market. However, some price spread on
currency exchange
(e.g., to cover service charges) is usually incurred when a Fund
converts assets
from one currency to another. A Fund may also be affected
unfavorably by
fluctuations in the relative rates of exchange between the
currencies of
different nations.
FORWARD FOREIGN CURRENCY CONTRACTS: A forward foreign
currency contract
involves an obligation to purchase or sell a specific currency at
a future date
at a predetermined price. Although these contracts are intended
to minimize the
risk of loss due to a decline in the value of the hedged
currencies, they also
tend to limit any potential gain that might result should the
value of the
currencies increase. In addition, there may be an imperfect
correlation between
a Fund's portfolio holdings of securities denominated in a
particular currency
and forward contracts entered into by the Fund, which may prevent
the Fund from
achieving the intended hedge or expose the Fund to the risk of
currency exchange
loss.
OPTIONS AND FUTURES TRANSACTIONS: The Funds may use various
techniques to
increase or decrease their exposure to changing security prices,
currency
exchange rates, commodity prices, or other factors that affect
the value of the
Funds' securities. These techniques may involve derivative
transactions such as
purchasing put and call options, selling put and call options,
and engaging in
transactions in foreign currency futures, stock index futures and
related
options.
A Fund may invest in options on securities in accordance with
its stated
investment objective and policies (see above). A put option is a
short-term
contract that gives the purchaser of the option the right, in
return for a
premium, to sell the underlying security or currency to the
seller of the option
at a specified price during the term of the option. A call option
is a
short-term contract that gives the purchaser the right, in return
for a premium,
to buy the underlying security or currency from the seller of the
option at a
specified price during the term of the option. An option on a
stock index gives
the purchaser the right to receive from the seller cash equal to
the difference
between the closing price of the index and the exercise price of
the option.
A Fund may also enter into futures transactions in accordance
with its
stated investment objective and policies. An interest rate
futures contract is
agreement between two parties to buy or sell a specified debt
security at a set
price on a future date. A foreign currency futures contract is an
agreement to
buy or sell a specified amount of a foreign currency for a set
price on a future
date. A stock index futures contract is an agreement to take or
make delivery of
an amount of cash based on the difference between the value of
the index at the
beginning and at the end of the contract period.
Investors should be aware that the risks associated with the
use of options
and futures are considerable. Options and futures transactions
generally involve
a small investment of cash relative to the magnitude of the risk
assumed, and
therefore could result in a significant loss to a Fund if IMI
judges market
conditions incorrectly or employs a strategy that does not
correlate well with
the Fund's investments. A Fund may also experience a significant
loss if it is
unable to close a particular position due to the lack of a liquid
secondary
market. For further information regarding the use of options and
futures
transactions and any associated risks, see the SAI.
PRECIOUS METALS AND OTHER PHYSICAL COMMODITIES: Investors in
Ivy Global
Natural Resources Fund should be aware that commodities trading
is generally
considered a speculative activity. For example, prices of
precious metals are
affected by factors such as cyclical economic conditions,
political events and
monetary policies of various countries. Accordingly, markets for
precious metals
may at times be volatile and there may be sharp price
fluctuations even during
periods when prices overall are rising. Investments in physical
commodities may
also present practical problems of delivery, storage and
maintenance, possible
illiquidity, the unavailability of accurate market valuations and
increased
expenses.
REAL ESTATE INVESTMENT TRUSTS: A real estate investment
trust ("REIT") is a
corporation, trust or association that invests in real estate
mortgages or
equities for the benefit of its investors. REITs are dependent
upon management
skill, may not be diversified and are subject to the risks of
financing
projects. Equity REITs are also subject to heavy cash flow
dependency, defaults
by borrowers, self-liquidation and the possibility of failing to
qualify for
tax-free pass-through of income under the Internal Revenue Code
of 1986, as
amended (the "Code") and to maintain exemption under the
Investment Company Act
of 1940, as amended (the "1940 Act"). By investing in REITs
indirectly through a
Fund, a shareholder will bear not only his/her proportionate
share of the
expenses of the Fund, but also, indirectly, similar expenses of
the REITs.
REPURCHASE AGREEMENTS: Repurchase agreements are agreements
under which a
Fund buys a money market instrument and obtains a simultaneous
commitment from
the seller to repurchase the instrument at a specified time and
agreed-upon
yield. Each Fund may enter into repurchase agreements with banks
or
broker-dealers deemed to be creditworthy by IMI under guidelines
approved by the
Board of Trustees. A Fund could experience a delay in
11
<PAGE>
obtaining direct ownership of the underlying collateral, and
might incur a loss
if the value of the security should decline.
RESTRICTED AND ILLIQUID SECURITIES: An "illiquid security"
is an asset that
may not be sold or disposed of in the ordinary course of business
within seven
days at approximately the value at which a Fund has valued the
security on its
books. A "restricted security" is a security that cannot be
offered to the
public for sale without first being registered under the
Securities Act of 1933,
as amended, and is considered to be illiquid until such filing
takes place.
There may be a lapse of time between a Fund's decision to sell a
restricted or
illiquid security and the point at which the Fund is permitted or
able to sell
the security. If adverse market conditions were to develop during
that period,
the Fund might obtain a price less favorable than the price that
prevailed when
it decided to sell. In addition, issuers of restricted and other
illiquid
securities may not be subject to the disclosure and other
investor protection
requirements that would apply if their securities were publicly
traded.
Securities whose proceeds are subject to limitations on
repatriation of
principal or profits for more than seven days, and those for
which market
quotations are not readily available, are considered illiquid for
purposes of
the percentage limitations that apply to each Fund's investment
in illiquid
securities.
SHARES OF OTHER INVESTMENT COMPANIES: As a shareholder of an
investment
company, a Fund will bear its ratable share of the investment
company's expenses
(including management fees, in the case of a management
investment company).
SMALL COMPANIES: Investing in smaller company stocks
involves certain
special considerations and risks that are not usually associated
with investing
in larger, more established companies. For example, the
securities of smaller
companies may be subject to more abrupt or erratic market
movements, because
they tend to be thinly traded and are subject to a greater degree
to changes in
the issuer's earnings and prospects. Small companies also tend to
have limited
product lines, markets or financial resources. Transaction costs
in smaller
company stocks also may be higher than those of larger companies.
WARRANTS: The holder of a warrant has the right to purchase
a given number
of shares of a particular issuer at a specified price until
expiration of the
warrant. Such investments can provide a greater potential for
profit or loss
than an equivalent investment in the underlying security, and are
considered
speculative investments. For example, if a warrant were not
exercised by the
date of its expiration, a Fund would lose its entire investment.
"WHEN-ISSUED" SECURITIES AND FIRM COMMITMENTS: Purchasing
securities on a
"when-issued" or firm commitment basis involves a risk of loss if
the value of
the security to be purchased declines prior to the settlement
date.
ZERO COUPON BONDS: Zero coupon bonds are debt obligations
issued without
any requirement for the periodic payment of interest, and are
issued at a
significant discount from face value. Since the interest on such
bonds is, in
effect, compounded, they are subject to greater market value
fluctuations in
response to changing interest rates than debt securities that
distribute income
regularly. In addition, for Federal income tax purposes a Fund
generally
recognizes and is required to distribute income generated by zero
coupon bonds
currently in the amount of the unpaid accrued interest, even
though the actual
income will not yet have been received by the Fund.
ORGANIZATION AND MANAGEMENT OF THE FUNDS
Each Fund, other than Ivy Latin America Strategy Fund, is
organized as a
separate, diversified portfolio of the Trust, an open-end
management investment
company organized as a Massachusetts business trust on December
21, 1983. Ivy
Latin America Strategy Fund is organized as a non-diversified
portfolio (see
"Special Considerations Related to Ivy Latin America Strategy
Fund"). The
business and affairs of each Fund are managed under the direction
of the
Trustees. Information about the Trustees, as well as the Trust's
executive
officers, may be found in the SAI. The Trust has an unlimited
number of
authorized shares of beneficial interest, and currently has 18
separate
portfolios. Each Fund has four classes of shares, designated as
Class A, Class
B, Class C and an Advisor Class (only the latter of which is
offered by this
Prospectus). Ivy Global Science & Technology Fund, Ivy
International Fund II and
Ivy International Small Companies Fund each has a fifth class of
shares
designated as Class I. Shares of each Fund entitle their holders
to one vote per
share (with proportionate voting for fractional shares). The
shares of each
class represent an interest in the same portfolio of Fund
investments. Each
class of shares, except for the Advisor Class and Class I, has a
separate Rule
12b-1 distribution plan and bears different distribution fees.
Class I shares
are subject to lower administrative service and transfer agency
fees than the
Funds' Class A, Class B, Class C and Advisor Class shares. Each
class of shares
also has its own sales charge and expense structure that may
affect its
performance relative to a Fund's other classes of shares. Shares
of each class
have equal rights as to voting, redemption, dividends and
liquidation but have
exclusive voting rights with respect to their Rule 12b-1
distribution plans.
The Trust employs IMI to provide business management services
to the Funds,
and investment advisory services to all of the Funds other than
Ivy Canada Fund
and Ivy Global Natural Resources Fund (which are advised by MFC).
MIMI provides
administrative and accounting services. Ivy Mackenzie
Distributors, Inc.
("IMDI") distributes the Funds' shares, and Ivy Mackenzie
Services Corp.
("IMSC") provides transfer agency and shareholder-related
services for the
Funds. IMI, IMDI and IMSC are wholly-owned subsidiaries of MIMI.
As of December
3, 1997, IMI and MIMI had approximately $3.5 billion and $1.2
billion,
respectively, in assets under management. MIMI is a subsidiary of
MFC, which has
been an investment counsel and mutual fund manager in Toronto,
Ontario, Canada
for more than 25 years.
INVESTMENT MANAGER
IVY CANADA FUND AND IVY GLOBAL NATURAL RESOURCES FUND: For
IMI's business
management services, each Fund pays IMI a fee, which is accrued
daily and paid
monthly, based on the Fund's average net assets at an annual rate
of 0.50%. Each
Fund pays MFC a monthly fee for advisory services, which is
accrued daily and
paid monthly, based on the Fund's average net assets at an annual
rate of 0.35%
and 0.50% for Ivy Canada Fund and Ivy Global Natural Resources
Fund,
respectively.
IVY ASIA PACIFIC FUND, IVY CHINA REGION FUND, IVY GLOBAL
SCIENCE &
TECHNOLOGY FUND, IVY INTERNATIONAL FUND II, IVY INTERNATIONAL
SMALL COMPANIES
FUND, IVY LATIN AMERICA STRATEGY FUND, IVY NEW CENTURY FUND AND
IVY PAN-EUROPE
FUND: For IMI's business management and investment advisory
services, each Fund
pays IMI a fee, which is accrued daily and paid monthly, based on
the Fund's
average net assets at an annual rate of 1.00%.
IMI voluntarily limits the total operating expenses for each
Fund (excluding
Rule 12b-1 fees, interest, taxes, brokerage commissions,
litigation,
indemnification, and extraordinary expenses) to an annual rate of
1.95% (1.50%,
in the case of Ivy International Fund II) of the Funds' average
net assets,
which may lower each Fund's expenses and increase its total
return. This
voluntary expense limitation may be terminated or revised at any
time, at which
point the affected Fund's expenses may increase and its total
return may be
reduced.
12
<PAGE>
IVY GLOBAL FUND: For IMI's business management and
investment advisory
services, the Fund pays IMI a fee, which is accrued daily and
paid monthly,
based on the Fund's average net assets at an annual rate of 1.00%
of the first
$500 million in net assets and 0.75% on net assets over $500
million. For the
fiscal year ended December 31, 1996, the effective rate of the
management fee
paid to IMI was 1.00% of the Fund's average net assets.
IMI voluntarily limits the Fund's total operating expenses
(excluding Rule
12b-1 fees, interest, taxes, brokerage commissions, litigation,
indemnification,
and extraordinary expenses) to an annual rate of 1.95% of the
Fund's average net
assets, which may lower the Fund's expenses and increase its
total return. This
voluntary expense limitation may be terminated or revised at any
time, at which
point the Fund's expenses may increase and its total return may
be reduced.
ALL FUNDS: IMI pays all expenses that it incurs in rendering
management
services to the Funds. Each Fund bears its own operational costs.
General
expenses of the Trust that are not readily identifiable as
belonging to a
particular series of the Trust (or a particular class thereof)
are allocated
among and charged to each series based on its relative net asset
size. Expenses
that are attributable to a particular Fund (or class thereof)
will be borne by
that Fund (or class) directly. The fees payable to IMI are
subject to any
reimbursement or fee waiver to which IMI may agree. The
investment management
fees paid by the Funds are higher than those charged by many
funds that invest
primarily in U.S. securities, but not necessarily higher than the
fees charged
to funds with investment objectives similar to those of the
Funds.
PORTFOLIO MANAGEMENT: The following individuals have
responsibilities for
management of the Funds:
- James W. Broadfoot, President and Chief Investment Officer
of IMI and Vice
President of the Trust, is the portfolio manager for Ivy
Global Science &
Technology Fund. Prior to joining the organization in 1990,
Mr. Broadfoot
was a principal in an investment counsel firm specializing
in emerging
growth companies. Mr. Broadfoot has 24 years of
professional investment
experience, and is a Chartered Financial Analyst. He has an
MBA from The
Wharton School of the University of Pennsylvania.
- Michael G. Landry is the Chairman and a Director of IMI and
the President
and a Director of MIMI and the Chairman and a Trustee of
the Trust. Mr.
Landry has headed these organizations since 1987.
Previously he was a
Senior Vice President and portfolio manager with Templeton
International.
He has over 20 years of professional investment experience.
He has a
degree in economics from Carleton University. Mr. Landry is
the portfolio
manager for Ivy Global Fund and Ivy New Century Fund and is
a member of
the Ivy international portfolio management team.
- Frederick Sturm, Senior Vice President of MFC, is the
portfolio manager of
Ivy Canada Fund and Ivy Global Natural Resources Fund. Mr.
Sturm joined
MFC in 1983 and has 11 years of professional investment
experience. In
that time, Mr. Sturm has established a performance record
in the natural
resource sector. Mr. Sturm, a Chartered Financial Analyst,
is a graduate
of the University of Toronto where he earned a degree in
commerce and
finance.
- Barbara Trebbi, Senior Vice President of IMI, is the
portfolio manager of
Ivy International Fund II, and Ivy International Small
Companies Fund. She
is Managing Director of International Equities and a member
of the Ivy
international portfolio management team. Ms. Trebbi joined
the
organization in 1988 and has nine years of professional
experience. She is
a Charter Financial Analyst and holds a graduate diploma
from the London
School of Economics.
- The Ivy international portfolio management team manages Ivy
Asia Pacific
Fund, Ivy China Region Fund, Ivy Latin America Strategy
Fund, and Ivy
Pan-Europe Fund. The Ivy international portfolio management
team consists
of Barbara Trebbi, Michael Landry and the Ivy international
research team
headed by Eric Michelis. Mr. Michelis has a graduate degree
in Economics
and Finance from Institut Des Etudes Politiques de Paris
and a graduate
degree from Ecole Francaise D'Electronique Et
D'Inforatique. Other team
members include Oleg Makhorine, located in Prague, who is a
graduate of
the Economics University in Prague; Justin Lu, who is a
graduate of
Shanghai International University; Moira McLachlan, who
earned her degree
in international business from the University of South
Carolina; and
Jonathan Tang, located in Shanghai, who is a graduate of
Shanghai
International University.
IMI'S INVESTMENT PROCESS: Each of IMI's international equity
portfolio
managers is supported by a team of research analysts, who are
responsible for
providing objective information on regional and country-specific
economic and
political developments and monitoring individual companies.
Members of the
research analyst team that support IMI's international equity
portfolio managers
are located in the U.S. at IMI's south Florida office, as well as
in Asia and
Europe. IMI's analysts use a variety of research sources, such as
brokerage
reports, economic and financial news services, equity databases
and company
reports. Established relationships with more than thirty research
firms provide
IMI's analysts and portfolio managers access to information on
the various
factors that may influence a particular investment decision.
These firms range
from large investment banks with global coverage to local
research houses. In
many cases, IMI's investment professionals also conduct primary
research by
meeting with company management, touring facilities, and speaking
with local
research analysts, economists and strategists. Such primary
research is
considered particularly important in emerging market countries.
Research efforts by IMI focus on determining opportunities
that fall within
IMI's long-term, value-oriented approach to investing. The
investment decision
making process starts with a "top-down" view of a particular
country and the
long-term outlook for given industries within that country.
Company selection
generally is based on a "bottom-up" analysis of certain value
measures (e.g.,
earnings, cash flow and growth potential) that are monitored in a
proprietary
database in which risk-adjusted company valuations across
countries and
industries are compared. Ultimate investment decisions take into
account the
fund's investment objective, diversification requirements and
risk tolerance
level. While current earnings are considered important,
investment decisions
most often are based on earnings estimates over a five-year
period. Stock
selection typically is concentrated in the cheapest 20% of the
universe and sell
recommendations normally are generated when valuations reach the
top 20% of the
universe.
FUND ADMINISTRATION AND ACCOUNTING
MIMI provides various administrative services for the Funds,
such as
maintaining the registration of Fund shares under state "Blue
Sky" laws, and
assisting with the preparation of Federal and state income tax
returns,
financial statements and periodic reports to shareholders. MIMI
also assists the
Trust's legal counsel with the filing of registration statements,
proxies and
other required filings under Federal and state law. Under this
arrangement, the
13
<PAGE>
average net assets attributable to each Fund's Advisor Class
shares are subject
to a fee, accrued daily and paid monthly, at an annual rate of
.10%
MIMI also provides certain accounting and pricing services
for the Funds
(see "Fund Accounting Services" in the SAI for more information).
TRANSFER AGENT
IMSC is the transfer and dividend-paying agent for the Funds,
and also
provides certain shareholder-related services. Certain
broker-dealers that
maintain shareholder accounts with the Funds through an omnibus
account provide
transfer agent and other shareholder-related services that would
otherwise be
provided by IMSC if the individual accounts that comprise the
omnibus account
were opened by their beneficial owners directly (see "Investment
Advisory and
Other Services" in the SAI).
DIVIDENDS AND TAXES
DIVIDENDS: Distributions you receive from a Fund are
reinvested in
additional Advisor Class shares unless you elect to receive them
in cash.
Dividends ordinarily will vary from one class to another.
Each Fund intends to make a distribution for each fiscal year
of any net
investment income earned through December 31, and any net
realized short-term
capital gain or net 28% or 20% rate long-term capital gain
realized through
October 31. An additional distribution may be made of net
investment income, net
realized short-term capital gains and net realized 28% or 20%
rate long-term
capital gains to comply with the calendar year distribution
requirement under
the excise tax provisions of Section 4982 of the Code.
TAXATION: The following discussion is intended for general
information
only. You should consult with your tax adviser as to the tax
consequences of an
investment in a particular Fund, including the status of
distributions from the
Fund under applicable state or local law.
Each Fund intends to qualify annually as a regulated
investment company
under the Code. To qualify, each Fund must meet certain income,
distribution and
diversification requirements. In any year in which a Fund
qualifies as a
regulated investment company and timely distributes all of its
taxable income,
the Fund generally will not pay any Federal income or excise tax.
Dividends paid out of a Fund's investment company taxable
income (including
dividends, interest and net short-term capital gains) will be
taxable to a
shareholder as ordinary income. If a portion of a Fund's income
consists of
dividends paid by U.S. corporations, a portion of the dividends
paid by the Fund
may be eligible for the corporate dividends-received deduction.
Distributions of
net capital gains (the excess of net long-term capital gains over
net short-term
capital losses), if any, that a Fund designates as capital gain
dividends are
taxable at 28% or 20% long-term capital gain rate, regardless of
how long the
shareholder has held a Fund's shares. Dividends are taxable to
shareholders in
the same manner whether received in cash or reinvested in
additional Fund
shares.
A distribution will be treated as paid on December 31 of the
current
calendar year if it is declared by a Fund in October, November or
December with
a record date in such a month and paid by the Fund during January
of the
following calendar year. Such distributions will be taxable to
shareholders in
the calendar year in which the distributions are declared, rather
than the
calendar year in which the distributions are received.
Investments in securities that are issued at a discount will
result each
year in income to a Fund equal to a portion of the excess of the
face value of
the securities over their issue price, even though the Fund
receives no cash
interest payments from the securities.
Income and gains received by a Fund from sources within
foreign countries
may be subject to foreign withholding and other taxes. Unless a
Fund is eligible
to and elects to "pass through" to its shareholders the amount of
foreign income
and similar taxes paid by the Fund, these taxes will reduce the
Fund's
investment company taxable income, and distributions of
investment company
taxable income received from the Fund will be treated as U.S.
source income.
Any gain or loss realized by a shareholder upon the sale or
other
disposition of shares of a Fund, or upon receipt of a
distribution in complete
liquidation of the Fund, generally will be a capital gain or loss
which may be
eligible for reduced Federal tax rates, generally depending upon
the
shareholder's holding period for the shares.
A Fund may be required to withhold U.S. Federal income tax at
the rate of
31% of all distributions payable to shareholders who fail to
provide the Fund
with their correct taxpayer identification number or to make
required
certifications, or who have been notified by the Internal Revenue
Service
("IRS") that they are subject to backup withholding. Backup
withholding is not
an additional tax. Any amounts withheld may be credited against
the
shareholder's U.S. Federal income tax liability.
Fund distributions may be subject to state, local and foreign
taxes.
Distributions of a Fund which are derived from interest on
obligations of the
U.S. Government and certain of its agencies, authorities and
instrumentalities
may be exempt from state and local taxes in certain states.
Further information
relating to tax consequences is contained in the SAI.
PERFORMANCE DATA
Performance information (e.g., "total return" and "yield") is
computed
separately for each class of Fund shares in accordance with
formulas prescribed
by the SEC. Performance information for each class may be
compared in reports
and promotional literature to indices such as the Standard and
Poor's 500 Stock
Index, Dow Jones Industrial Average, and Morgan Stanley Capital
International
World Index. Advertisements, sales literature and communications
to shareholders
may also contain statements of a Fund's current yield, various
expressions of
total return and current distribution rate. Performance figures
will vary in
part because of the different expense structures of the Funds'
different
classes. ALL PERFORMANCE INFORMATION IS HISTORICAL AND IS NOT
INTENDED TO
SUGGEST FUTURE RESULTS.
"Total return" is the change in value of an investment in a
Fund for a
specified period, and assumes the reinvestment of all
distributions and
imposition of the maximum applicable sales charge. "Average
annual total return"
represents the average annual compound rate of return of an
investment in a
particular class of Fund shares assuming the investment is held
for one year,
five years and ten years as of the end of the most recent
calendar quarter.
Where a Fund provides total return quotations for other periods,
or based on
investments at various sales charge levels or at net asset value,
"total return"
is based on the total of all income and capital gains paid to
(and reinvested
by) shareholders, plus (or minus) the change in the value of the
original
investment expressed as a percentage of the purchase price.
"Current yield" reflects the income per share earned by a
Fund's portfolio
investments, and is calculated by dividing the Fund's net
investment income per
share during a recent 30-day period by the maximum public
offering price on the
last day of that period and then annualizing the result.
Dividends or
distributions that were paid to a Fund's shareholders are
reflected in the
14
<PAGE>
"current distribution rate," which is computed by dividing the
total amount of
dividends per share paid by a Fund during the preceding 12 months
by the Fund's
current maximum offering price (which includes any applicable
sales charge). The
"current distribution rate" will differ from the "current yield"
computation
because it may include distributions to shareholders from sources
other than
dividends and interest, short term capital gain and net
equalization credits and
will be calculated over a different period of time.
HOW TO BUY SHARES
Advisor Class shares are offered through this Prospectus only
to the
following investors:
(i) trustees or other fiduciaries purchasing shares for
employee benefit plans
that are sponsored by organizations that have at least
1,000 employees;
(ii) any account with assets of at least $10,000 if (a) a
financial planner,
trust company, bank trust department or registered
investment adviser has
investment discretion, and where the investor pays such
person as
compensation for its advice and other services an annual
fee of at least
.50% on the assets in the account, or (b) such account is
established
under a "wrap fee" program and the account holder pays the
sponsor of the
program an annual fee of at least .50% on the assets in the
account;
(iii) officers and Trustees of the Trust (and their relatives);
(iv) officers, directors, employees, retired employees, legal
counsel and
accountants of IMI, MIMI, and MFC (and their relatives);
and
(v) directors, officers, partners, registered representatives,
employees and
retired employees (and their relatives) of dealers having a
sales
agreement with IMDI (or trustees or custodians of any
qualified retirement
plan or IRA established for the benefit of any such
person).
OPENING AN ACCOUNT: Complete and sign the Account
Application on the last
page of this Prospectus. Make your check payable to the Fund in
which you are
investing. No third party checks will be accepted. Deliver these
items to your
registered representative or selling broker, or send them to one
of the
addresses below:
Regular Mail:
IVY MACKENZIE SERVICES CORP.
P.O. BOX 3022
BOCA RATON, FL 33431-0922
Courier:
IVY MACKENZIE SERVICES CORP.
700 SOUTH FEDERAL HIGHWAY, SUITE 300
BOCA RATON, FL 33432
The Funds reserve the right to reject any purchase order.
MINIMUM INVESTMENT POLICIES: The minimum initial investment
in Advisor
Class shares is $10,000. The minimum additional investment is
$250. Initial or
additional amounts for retirement accounts may be less (see
"Retirement Plans").
BUYING ADDITIONAL SHARES: You may add to your account at any
time through
any of the following options:
By Mail: Complete the investment slip attached to your
statement, or write
instructions including the account registration, Fund number and
account number
of the shares you wish to purchase. Send your check (payable to
the Fund in
which you are investing), along with your investment slip or
written
instructions, to one of the addresses above.
Through Your Broker: Deliver to your registered
representative or selling
broker the investment slip attached to your statement (or written
instructions)
along with your payment.
By Wire: Purchases may also be made by wiring money from
your bank account
to your Ivy account. Your bank may charge a fee for wiring funds.
Before wiring
any funds, please call IMSC at 1-800-777-6472. Wiring
instructions are as
follows:
FIRST UNION NATIONAL BANK OF FLORIDA
JACKSONVILLE, FL
ABA#063000021
ACCOUNT #2090002063833
FOR FURTHER CREDIT TO:
YOUR IVY ACCOUNT REGISTRATION
YOUR FUND NUMBER AND ACCOUNT NUMBER
By Automatic Investment Method: Complete Sections 6A and 7B
on the Account
Application (see "Automatic Investment Method" on page 19 for
more information).
HOW YOUR PURCHASE PRICE IS DETERMINED
Your purchase price for Advisor Class shares of a Fund is the
net asset
value ("NAV") per share.
Share purchases will be made at the next determined price
after your
purchase order is received. The price is effective for orders
received by IMSC
or by your registered securities dealer prior to the time of the
determination
of the NAV. Any orders received after the time of the
determination of the NAV
will be entered at the next calculated price.
Orders placed with a securities dealer before the NAV is
determined that are
transmitted through the facilities of the National Securities
Clearing
Corporation on the same day are confirmed at that day's price.
Any loss
resulting from the dealer's failure to submit an order by the
deadline will be
borne by that dealer.
You will receive an account statement after any purchase,
exchange or full
liquidation. Statements related to reinvestment of dividends,
capital gains,
automatic investment plans (see the SAI for further explanation)
and/or
systematic withdrawal plans will be sent quarterly.
HOW EACH FUND VALUES ITS SHARES
The NAV per share is the value of one share. The NAV is
determined for each
Class of shares as of the close of the New York Stock Exchange on
each day the
Exchange is open by dividing the value of a Fund's net assets
attributable to a
class by the number of shares of that class that are outstanding,
adjusted to
the nearest cent. These procedures are described more completely
in the SAI.
The Trustees have established procedures to value a Fund's
securities in
order to determine the NAV. The value of a foreign security is
determined as of
the normal close of trading on the foreign exchange on which it
is traded or as
of the close of regular trading on the New York Stock Exchange,
if that is
earlier. If no sale is reported at that time, the average between
the current
bid and asked price is used. All other securities for which OTC
market
quotations are readily available are valued at the average
between the current
bid and asked price. Securities and other assets for which market
prices are not
readily
15
<PAGE>
available are valued at fair value, as determined by IMI and
approved in good
faith by the Board. Money market instruments of a Fund are valued
at amortized
cost.
ARRANGEMENTS WITH BROKER-DEALERS AND OTHERS: IMDI may, at
its own expense,
pay concessions to dealers that satisfy certain criteria
established from time
to time by IMDI. These conditions relate to increasing sales of
shares of the
Funds over specified periods and to certain other factors. These
payments may,
depending on the dealer's satisfaction of the required
conditions, be periodic
and may be up to (i) 0.25% of the value of Fund shares sold by
the dealer during
a particular period, and (ii) 0.10% of the value of Fund shares
held by the
dealer's customers for more than one year, calculated on an
annual basis.
An investor may be charged a transaction fee for Advisor
Class shares
purchased or redeemed through a broker or agent other than IMDI.
HOW TO REDEEM SHARES
You may redeem your Advisor Class shares through your
registered securities
representative, by mail or by telephone. All redemptions are made
at the NAV
next determined after a redemption request has been received in
good order.
Requests for redemptions must be received by 4:00 p.m. Eastern
time to be
processed at the NAV for that day. Any redemption request in good
order that is
received after 4:00 p.m. Eastern time will be processed at the
price determined
on the following business day. IF SHARES TO BE REDEEMED WERE
PURCHASED BY CHECK,
PAYMENT OF THE REDEMPTION MAY BE DELAYED UNTIL THE CHECK HAS
CLEARED OR FOR UP
TO 15 DAYS AFTER THE DATE OF PURCHASE.
When shares are redeemed, a Fund generally sends payment to
you on the next
business day. Under unusual circumstances, a Fund may suspend
redemptions or
postpone payment to the extent permitted by Federal securities
laws. The
proceeds of the redemption may be more or less than the purchase
price of your
shares, depending upon, among other factors, the market value of
the Fund's
securities at the time of the redemption. If the redemption is
for over $50,000,
or the proceeds are to be sent to an address other than the
address of record,
or an address change has occurred in the last 30 days, it must be
requested in
writing with a signature guarantee. See "Signature Guarantees,"
below.
If you are not certain of the requirements for a redemption,
please contact
IMSC at 1-800-777-6472.
THROUGH YOUR REGISTERED SECURITIES DEALER: The Dealer is
responsible for
promptly transmitting redemption orders. Redemptions requested by
dealers will
be made at the NAV determined at the close of regular trading
(4:00 p.m. Eastern
time) on the day that a redemption request is received in good
order by IMSC.
BY MAIL: Requests for redemption in writing are considered
to be in "proper
or good order" if they contain the following:
- Any outstanding certificate(s) for shares being redeemed.
- A letter of instruction, including the account
registration, fund number,
the account number and the dollar amount or number of
shares to be
redeemed.
- Signatures of all registered owners whose names appear on
the account.
- Any required signature guarantees.
- Other supporting legal documentation, if required (in the
case of estates,
trusts, guardianships, corporations, unincorporated
associations,
retirement plan trustees or others acting in representative
capacities).
The dollar amount or number of shares indicated for
redemption must not
exceed the available shares or NAV of your account at the
next-determined
prices. If your request exceeds these limits, then the trade will
be rejected in
its entirety.
Mail your request to IMSC at one of the addresses on page 16
of this
Prospectus.
BY TELEPHONE: Individual and joint accounts may redeem up to
$50,000 per
day over the telephone by contacting IMSC at 1-800-777-6472. In
times of unusual
economic or market changes, the telephone redemption privilege
may be difficult
to implement. If you are unable to execute your transaction by
telephone, you
may want to consider placing the order in writing and sending it
by mail or
overnight courier.
Checks will be made payable to the current account
registration and sent to
the address of record. If there has been a change of address in
the last 30
days, please use the instructions for redemption requests by mail
described
above. A signature guarantee would be required.
Requests for telephone redemptions will be accepted from the
registered
owner of the account, the designated registered representative or
the registered
representative's assistant.
Shares held in certificate form cannot be redeemed by
telephone.
If Section 6E of the Account Application is not completed,
telephone
redemption privileges will be provided automatically. Although
telephone
redemptions may be a convenient feature, you should realize that
you may be
giving up a measure of security that you may otherwise have if
you terminated
the privilege and redeemed your shares in writing. If you do not
wish to make
telephone redemptions or let your registered representative do so
on your
behalf, you must notify IMSC in writing.
Each Fund employs reasonable procedures that require personal
identification
prior to acting on redemption instructions communicated by
telephone to confirm
that such instructions are genuine. In the absence of such
procedures, a Fund
may be liable for any losses due to unauthorized or fraudulent
telephone
instructions.
Receiving Your Proceeds by Federal Funds Wire: For
shareholders who
established this feature at the time they opened their account,
telephone
instructions will be accepted for redemption of amounts up to
$50,000 ($1,000
minimum) and proceeds will be wired on the next business day to a
predesignated
bank account.
In order to add this feature to an existing account or to
change existing
bank account information, please submit a letter of instructions
including your
bank information to IMSC at the address provided above. The
letter must be
signed by all registered owners, and their signatures must be
guaranteed.
Your account will be charged a fee of $10 each time
redemption proceeds are
wired to your bank. Your bank may also charge you a fee for
receiving a Federal
Funds wire.
Neither IMSC nor any of the Funds can be responsible for the
efficiency of
the Federal Funds wire system or the shareholder's bank.
16
<PAGE>
MINIMUM ACCOUNT BALANCE REQUIREMENTS
Due to the high cost of maintaining small accounts and
subject to state law
requirements, a Fund may redeem the accounts of shareholders
whose investment
has been less than $10,000 for more than 12 months. A Fund will
not redeem an
account unless the shareholder has been given at least 60 days'
advance notice
of the Fund's intention to do so. No redemption will be made if a
shareholder's
account falls below the minimum due to a reduction in the value
of the Fund's
portfolio securities. This provision does not apply to IRAs,
other retirement
accounts and UGMA/UTMA accounts.
SIGNATURE GUARANTEES
For your protection, and to prevent fraudulent redemptions,
we require a
signature guarantee in order to accommodate the following
requests:
- Redemption requests over $50,000.
- Requests for redemption proceeds to be sent to someone
other than the
registered shareholder.
- Requests for redemption proceeds to be sent to an address
other than the
address of record.
- Registration transfer requests.
- Requests for redemption proceeds or distributions to be
wired to your bank
account (if this option was not selected on your original
application, or
if you are changing the bank wire information).
A signature guarantee may be obtained only from an eligible
guarantor
institution as defined in Rule 17Ad-15 of the Securities Exchange
Act of 1934,
as amended. An eligible guarantor institution includes banks,
brokers, dealers,
municipal securities dealers, government securities dealers,
government
securities brokers, credit unions, national securities exchanges,
registered
securities associations, clearing agencies and savings
associations. The
signature guarantee must not be qualified in any way.
Notarizations from notary
publics are not the same as signature guarantees, and are not
accepted.
Circumstances other than those described above may require a
signature
guarantee. Please contact IMSC at 1-800-777-6472 for more
information.
CHOOSING A DISTRIBUTION OPTION
You have the option of selecting the distribution option that
best suits
your needs:
AUTOMATIC REINVESTMENT OPTION -- Both dividends and capital
gains are
automatically reinvested at NAV in additional Advisor Class
shares of a Fund
unless you specify one of the other options.
INVESTMENT IN ANOTHER IVY FUND -- Both dividends and capital
gains are
automatically invested at NAV in the Advisor Class shares of
another Ivy Fund.
DIVIDENDS IN CASH/CAPITAL GAINS REINVESTED -- Dividends will
be paid in
cash. Capital gains will be reinvested at NAV in additional
Advisor Class shares
of a Fund or the Advisor Class shares of another Ivy Fund.
DIVIDENDS AND CAPITAL GAINS IN CASH -- Both dividends and
capital gains will
be paid in cash.
If you wish to have your cash distributions deposited
directly to your bank
account via electronic funds transfer, ("EFT") or if you wish to
change your
distribution option, please contact IMSC at 1-800-777-6472.
If you wish to have your cash distributions go to an address
other than the
address of record you must provide IMSC with a letter of
instruction signed by
all registered owners with signatures guaranteed.
TAX IDENTIFICATION NUMBER
In general, to avoid being subject to a 31% U.S. Federal
backup withholding
tax on dividends, capital gains distributions and redemption
proceeds, you must
furnish a Fund with your certified tax identification number
("TIN") and certify
that you are not subject to backup withholding due to prior
underreporting of
interest and dividends to the IRS. If you fail to provide a
certified TIN, or
such other tax-related certifications as a Fund may require,
within 30 days of
opening your new account, each Fund reserves the right to
involuntarily redeem
your account and send the proceeds to your address of record.
You can avoid the above withholding and/or redemption by
correctly
furnishing your TIN, and making certain certifications, in
Section 2 of the
Account Application at the time you open your new account, unless
the IRS
requires that backup withholding be applied to your account.
Certain payees, such as corporations, generally are exempt
from backup
withholding. Please complete IRS Form W-9 with the new account
application to
claim this exemption. If the registration is for an UGMA/UTMA
account, please
provide the social security number of the minor. Alien
individuals must furnish
their individual TIN on a completed IRS Form W-9. Other non-U.S.
investors who
are not required to have a TIN must provide, with their Account
Application, a
completed IRS Form W-8.
CERTIFICATES
In order to facilitate transfers, exchanges and redemptions,
most
shareholders elect not to receive certificates. Should you wish
to have a
certificate issued, please contact IMSC at 1-800-777-6472 and
request that one
be sent to you. (Retirement plan accounts are not eligible for
this service.)
Please note that if you were to lose your certificate, you would
incur an
expense to replace it.
Certificates requested by telephone for shares valued up to
$50,000 will be
issued to the current registration and mailed to the address of
record. Should
you wish to have your certificates mailed to a different address,
or registered
differently from the current registration, contact IMSC at
1-800-777-6472.
EXCHANGE PRIVILEGE
Advisor Class shareholders may exchange their outstanding
Advisor Class
shares for Advisor Class shares of another Ivy fund (other than
Ivy
International Fund), or Ivy Money Market Fund, on the basis of
the relative NAV
per Advisor Class share. Exchanges into an Ivy fund in which
shares are not
already held are subject to certain minimum investment
restrictions. See
"Exchange of Shares" in the SAI or contact IMSC at 1-800-777-6472
for further
details. The Funds reserve the right to reject any exchange
order.
Exchanges are considered to be taxable events, and may result
in a capital
gain or a capital loss for tax purposes. Before executing an
exchange, you
should obtain and read the prospectus and consider the investment
objective of
the fund to be purchased. Shares must be uncertificated in order
to execute an
exchange. Exchanges are available only in states where they can
be legally made.
The Funds reserve the right to limit the frequency of exchanges.
Exchanges are
accepted only if the registrations of the two accounts are
identical. Amounts to
be exchanged must meet minimum investment requirements for the
Ivy fund into
which the exchange is made. It is the policy of the Funds to
discourage the use
of the exchange privilege for the purpose of timing short-term
market
fluctuations. To protect the interests of other shareholders of a
Fund, a Fund
may cancel the exchange privileges of any persons that, in the
opinion of the
Fund, are using market timing strategies or are making more than
five exchanges
per owner or controlling person per calendar year.
EXCHANGES BY TELEPHONE: If Section 6D of the Account
Application is not
completed, telephone exchange privileges will be provided
automatically for
17
<PAGE>
accounts qualifying for this option. Although telephone exchanges
may be a
convenient feature, you should realize that you may be giving up
a measure of
security that you may otherwise have if you terminated the
privilege and
exchanged your shares in writing. If you do not wish to make
telephone exchanges
or let your registered representative do so on your behalf, you
must notify IMSC
in writing.
In order to execute an exchange, please contact IMSC at
1-800-777-6472. Have
the account number of your current fund and the exact name in
which it is
registered available to give to the telephone representative.
Each Fund employs reasonable procedures that require personal
identification
prior to acting on exchange instructions communicated by
telephone to confirm
that such instructions are genuine. In the absence of such
procedures, a Fund
may be liable for any losses due to unauthorized or fraudulent
telephone
instructions.
EXCHANGES IN WRITING: In a letter, request an exchange and
provide the
following information:
- The name and class of the fund whose shares you currently
own.
- Your account number.
- The name(s) in which the account is registered.
- The name of the fund in which you wish your exchange to be
invested.
- The number of shares or the dollar amount you wish to
exchange.
The request must be signed by all registered owners.
SYSTEMATIC WITHDRAWAL PLAN
You may elect the Systematic Withdrawal Plan at any time by
completing the
Account Application, which is attached to this Prospectus. You
can also obtain
this application by contacting your registered representative or
IMSC at
1-800-777-6472. To be eligible, you must continually maintain an
account balance
of at least $10,000. Payments (minimum distribution amount --
$50) from your
account can be made monthly, quarterly, semi-annually, annually
or on a selected
monthly basis, to yourself or any other designated payee. You may
elect to have
your systematic withdrawal paid directly to your bank account via
EFT, at no
charge. Shares must be uncertificated (i.e., held by a Fund)
while the plan is
in effect. A Systematic Withdrawal Plan may not be established if
you are
currently participating in the Automatic Investment Method. For
more
information, please contact IMSC at 1-800-777-6472.
If payments you receive through the Systematic Withdrawal
Plan exceed the
dividends and capital appreciation of your account, you will be
reducing the
value of your account. Additional investments made by
shareholders participating
in the Systematic Withdrawal Plan must equal at least $250 while
the plan is in
effect. Redemptions are taxable events.
Amounts paid to you through the Systematic Withdrawal Plan
are derived from
the redemption of shares in your account.
Should you wish at any time to add a Systematic Withdrawal
Plan to an
existing account or change payee instructions, you will need to
submit a written
request, signed by all registered owners, with signatures
guaranteed.
Retirement accounts are eligible for Systematic Withdrawal
Plans. Please
contact IMSC at 1-800-777-6472 to obtain the necessary paperwork
to establish a
plan.
If the U.S. Postal Service cannot deliver your checks, or if
deposits to a
bank account are returned for any reason, your redemptions will
be discontinued.
AUTOMATIC INVESTMENT METHOD
You may authorize an investment to be automatically drawn
each month from
your bank for investment in Fund shares by completing Sections 6A
and 7B of the
Account Application. Attach a "voided" check to your account
application. At
pre-specified intervals, your bank account will be debited and
the proceeds will
be credited to your Ivy Fund account. The minimum investment
under this plan is
$250 per month ($25 per month for retirement plans). There is no
charge to you
for this program.
You may terminate or suspend your Automatic Investment Method
by telephone
at any time by contacting IMSC at 1-800-777-6472.
If you have investments being withdrawn from a bank account
and we are
notified that the account has been closed, your Automatic
Investment Method will
be discontinued.
CONSOLIDATED ACCOUNT STATEMENTS
Shareholders with two or more Ivy fund accounts having the
same taxpayer
I.D. number will receive a single quarterly account statement,
unless otherwise
specified. This feature consolidates the activity for each
account onto one
statement. Requests for quarterly consolidated statements for all
other accounts
must be submitted in writing and must be signed by all registered
owners.
RETIREMENT PLANS
The Ivy Funds offer several tax-sheltered retirement plans
that may fit your
needs:
- Traditional and Roth IRAs
- 401(k), Money Purchase Pension and Profit Sharing Plans
- SEP-IRA (Simplified Employee Pension Plan)
- 403(b)(7) Plan
- SIMPLE Plans (Individual Retirement Account and 401(k))
Minimum initial and subsequent investments for retirement
plans are $25.
Investors Bank & Trust, which serves as custodian or trustee
under the
retirement plan prototypes available from each Fund, charges
certain nominal
fees for annual maintenance. A portion of these fees is remitted
to IMSC as
compensation for its services to the retirement plan accounts
maintained with
each Fund.
Distributions from retirement plans are subject to certain
requirements
under the Code. Certain documentation, including IRS Form W4-P,
must be provided
to IMSC prior to taking any distribution. Please contact IMSC for
details. The
Ivy funds and IMSC assume no responsibility to determine whether
a distribution
satisfies the conditions of applicable tax laws, and will not be
responsible for
any penalties assessed. For additional information, please
contact your broker,
tax adviser or IMSC.
Please call IMSC at 1-800-777-6472 for complete information
kits describing
the plans, their benefits, restrictions, provisions and fees.
SHAREHOLDER INQUIRIES
Inquiries regarding the Funds should be directed to IMSC at
1-800-777-6472.
18
<PAGE>
ADVISOR CLASS SHARES
ACCOUNT APPLICATION
<TABLE>
<S> <C>
<C>
IVY ASIA PACIFIC FUND
IVY CANADA FUND IVY INTERNATIONAL
FUND II
IVY CHINA REGION FUND IVY INTERNATIONAL
SMALL COMPANIES FUND ------------------------
IVY GLOBAL FUND IVY LATIN AMERICA
STRATEGY FUND ACCOUNT NUMBER
IVY GLOBAL NATURAL RESOURCES FUND IVY NEW CENTURY
FUND
IVY GLOBAL SCIENCE & TECHNOLOGY FUND IVY PAN-EUROPE FUND
PLEASE MAIL APPLICATIONS AND CHECKS TO: Ivy Mackenzie
Services Corp., P.O. Box 3022, Boca Raton, FL 33431-0922.
(This application should not be used for
retirement accounts for which Ivy is custodian.)
</TABLE>
<TABLE>
- -----------------------------------------------------------------
- -----------------------------------------------------------------
- --
<S> <C> <C> <C> <C>
<C> <C> <C> <C> <C>
FUND 101/
1 / 2 1 / 2 0 / 1 0 / X
USE ------------------- ---------- ---------- ----------
- ---------- --------- ---------- ---------- ----------
ONLY Dealer # Branch # Rep # Acct Type
Soc Cd Div Cd CG Cd Exc Cd Red Cd
- -----------------------------------------------------------------
- -----------------------------------------------------------------
- --
1 REGISTRATION
[ ] Individual
- -----------------------------------------------------------------
- -------------------------
[ ] Joint Tenant Owner, Custodian or
Trustee
[ ] Estate
[ ] UGMA/UTMA
- -----------------------------------------------------------------
- -------------------------
[ ] Corporation Co-owner or Minor
[ ] Partnership
[ ] Sole Proprietor
- -----------------------------------------------------------------
- -------------------------
[ ] Trust
Minor's State of Residence
-------------------
Date of Trust
- -----------------------------------------------------------------
- -------------------------
[ ] Other ------------ Street
-------------------
- -----------------------------------------------------------------
- -------------------------
City
State Zip Code
- ----------------------------
- ----------------------------
Phone Number -- Day
Phone Number -- Evening
- -----------------------------------------------------------------
- -----------------------------------------------------------------
- --
</TABLE>
<TABLE>
- -----------------------------------------------------------------
- -----------------------------------------------------------------
- --
<S> <C> <C>
<C>
2
TAX ID # - - -
----------------------------- or
- -------------------------------- Citizenship: [ ] U.S. [ ]
Other
Social Security Number Tax
Identification Number
- --------
Under penalties of perjury I certify by signing in
Section 8 below that: (2) the number shown in this section is my
correct taxpayer identification number (TIN), and (2)
i am not subject to backup withholding because: (a) I have not
been notified by the Internal Revenue Service (IRS)
that I am subject to backup withholding as a result of a failure
to
report all interest or dividends, or (3) the IRS has
notified me that I am no longer subject to backup withholding.
(Cross out Item (2) if you have been notified by the
IRS that you are currently subject to backup withholding because
of
underreporting interest or dividends on your tax
return.) Please see the "Tax Identification Number" section of
the
Prospectus for additional information on completing
this section.
- -----------------------------------------------------------------
- -----------------------------------------------------------------
- --
</TABLE>
<TABLE>
- -----------------------------------------------------------------
- -----------------------------------------------------------------
- --
<S> <C>
<C>
3
DEALER
INFORMATION
- -----------------------------------------------
- -----------------------------------------------
Dealer Name
Representative's Name and Number
- -----------------------------------------------
- -----------------------------------------------
Branch Office Address
Representative's Phone Number
- -----------------------------------------------
- ---------------------------------------------------------
City State Zip
Code Authorized Signature of Dealer
- -----------------------------------------------------------------
- -----------------------------------------------------------------
- --
</TABLE>
<TABLE>
- -----------------------------------------------------------------
- -----------------------------------------------------------------
- --
<S> <C>
<C> <C> <C> <C>
4 INVESTMENTS
A. Enclosed is my check for $ ---------------($10,000
minimum) made payable to the appropriate Fund.* Please invest it
as follows:
$ ------------- Ivy Asia Pacific Fund(648)
$ ------------- Ivy International Fund II(652)
$ ------------- Ivy Canada Fund(645)
$ ------------- Ivy International Small Companies Fund(650)
$ ------------- Ivy China Region Fund(640)
$ ------------- Ivy Latin America Strategy Fund(642)
$ ------------- Ivy Global Fund(646)
$ ------------- Ivy New Century Fund(643)
$ ------------- Ivy Global Natural Resources Fund(649)
$ ------------- Ivy Pan-Europe Fund(651)
$ ------------- Ivy Global Science & Technology
Fund(647) $ ------------- Other: ---------
*If investing in more than one Fund, make your check
payable to "Ivy Funds".
B. FOR DEALER USE ONLY
Confirmed trade orders:
-------------- ---------------- . -------- ----------
Confirm Number Number of Shares Trade Date
- -----------------------------------------------------------------
- -----------------------------------------------------------------
- --
</TABLE>
<TABLE>
- -----------------------------------------------------------------
- -----------------------------------------------------------------
- --
5 DISTRIBUTION OPTIONS
<S>
<C> <C>
I would like to reinvest dividends and capital gains
into additional
shares in this account at net asset value unless a
different option is
checked below.
A. [ ] Reinvest all dividends and capital gains into
additional shares
of in a different Ivy fund.
----------------------------------------------
------------------------------ [ ] New Account
Fund Name
Account Number
B. [ ] Pay all dividends in cash and reinvest capital
gains into additional shares this Fund or in a different Ivy
Fund.
----------------------------------------------
------------------------------
Fund Name
Account Number
C. [ ] Pay all dividends and capital gains in cash.
I REQUEST THE ABOVE CASH
DISTRIBUTION, SELECTED IN C OR D ABOVE, BE:
[ ] Sent to the address listed in the registration.
[ ] Sent to the special payee listed in Section 7A [ ] (By Mail)
7B [ ] (By E.F.T.)
- -----------------------------------------------------------------
- -----------------------------------------------------------------
- --
</TABLE>
<PAGE>
<TABLE>
6 OPTIONAL SPECIAL FEATURES
- -----------------------------------------------------------------
- ----------------------------------------------------------------
<S> <C>
<C>
A. [ ] AUTOMATIC INVESTMENT METHOD (AIM)
I wish to invest: My Bank account
will be debted on or about the:
[ ] Annually
day of the month of
- --------------
[ ] Semi-Annually
day of the months of and
- -------------- ----------- ------------
[ ] Quarterly
day of the [ ] first month of each calendar quarter
- -------------- [ ] second
[ ] third
[ ] Monthly
[ ] once per month
day of the month*
- --------
[ ] twice
day of the month*
- --------
[ ] 3 times
day of the month*
- --------
[ ] 4 times
day of the month*
- --------
Please invest $ each period
starting in the month of in Advisory Class shares of
----------------
-----------
Dollar Amount
Month
-----------------------------.
Fund Name
[ ] I have attached a voided check to ensure my
correct bank account will be debited.
B. [ ] SYSTEMATIC WITHDRAWAL PLANS**
I wish to automatically withdraw funds from my
[ ] Monthly [ ] Quarterly [ ] Semiannually [ ] Annually
account in Advisor Class shares of
I request the distribution be:
- ------------------------ [ ] Sent to the adress listed in the
registration.
Fund
Name [ ] Sent to the special payee listed in Section 7.
[ ] Once [ ] Twice [ ] 3 times [ ] 4 times per
month [ ] Invested into additional shares of the same
class of a different ivy fund:
--------------------
Fund Name
--------------------
Account Number
Amount $ , starting on or about the
day of
--------------
- ------------ -------------------------
Minimum $250
month
day of
- ------------ ------------------------
month
day of
- ------------ -----------------------
month*
NOTE: Account minimum: $10,000 in shares at current
offering price
C. [ ] FEDERAL FUNDS WIRE FOR REDEMPTION PROCEEDS**
I authorize the Agent to honor telephone
instructions for the
redemption of Fund shares up to $50,000. Proceeds
may be wire
transferred to the bank account designated ($1,000
minimum).
(COMPLETE SECTION 7B)
D. [ ] TELEPHONIC EXCHANGES** [ ] YES [ ] NO
I authorize exchanges by telephone among the Ivy
family of
funds, upon instructions from any person as more
fully
described in the Prospectus. To change this option
once
established, written instructions must be received
from the
shareholder of record or the current registered
representative.
If neither box is checked, the telephone exchange
privilege
will be provided automatically.
E. [ ] TELEPHONIC REDEMPTIONS** [ ] YES [ ] NO
The Fund or its agents are authorized to honor
telephone
instructions from any person as more fully
described in the
Prospectus for the redemption of Fund shares. The
amount of the
redemption shall not exceed $50,000 and the
proceeds are to be
payable to the shareholder of record and mailed to
the address
of record. To change this option once established,
written
instructions must be received from the shareholder
of record or
the current registered representative.
If neither box is checked, the telephone exchange
privilege
will be provided automatically.
* There must be a period of at least seven calendar days
between each
investment/withdrawal period.
** This option may not be selected if shares are issued
in certificate
form.
- -----------------------------------------------------------------
- ---------------
7 SPECIAL PAYEE
A. MAILING ADDRESS B.
FED WIRE / E.F.T. INFORMATION
------------------------------------------------
- -----------------------------------------------------------------
- --
Please send all disbursements to this Payee
- -----------------------------------------------------------------
- --
------------------------------------------------
Financial Institution
Name of Bank or Individual
- ------------------------------
- ---------------------------------
------------------------------------------------ ABA #
Account #
Account Number (if applicable)
- -----------------------------------------------------------------
- --
------------------------------------------------
Street
Street
- -----------------------------------------------------------------
- --
------------------------------------------------
City/State/Zip
City/State/Zip
(Please attach a voided check)
- -----------------------------------------------------------------
- ----------------------------------------------------------
8 SIGNATURES
Investors should be aware that failure to check "No"
under Section 6D or 6E above means that the Telephone
Exchange/Redemptions Privileges will be provided. The
Funds employ reasonable procedures that require personal
identification prior to acting on exchange/redemption
instructions communicated by telephone to confirm that such
instructions are genuine. In the absence of such
procedures, a Fund may be liable for any losses due to
unauthorized or
fraudulent telephone instructions. Please see "Exchange
Privilege" and "How to Redeem Shares" in the Prospectus for more
information on these privileges.
I certify to my legal capacity to purchase or redeem
shares of the Fund for my own account or for the account of the
organization named in Section 1. I have received a
current Prospectus and understand its terms are incorporated in
this
application by reference. I am certifying my taxpayer
information as stated in Section 2.
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR
CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE
CERTIFICATIONS
REQUIRED TO AVOID BACKUP WITHHOLDING.
- -----------------------------------------------------------
- ---------------------------------------------------------------
Signature of Owner, Custodian, Trustee or Corporate
Officer Date
- -----------------------------------------------------------
- ---------------------------------------------------------------
Signature of Joint Owner, Co-Trustee or Corporate Officer
Date
- -----------------------------------------------------------------
- -----------------------------------------------------------------
- --
</TABLE>
(Remember to Sign Section 8)
IVY BOND FUND
IVY EMERGING GROWTH FUND
IVY GROWTH FUND
IVY GROWTH WITH INCOME FUND
series of
IVY FUND
Via Mizner Financial Plaza, Suite 300
700 South Federal Highway
Boca Raton, Florida 33432
STATEMENT OF ADDITIONAL INFORMATION
ADVISOR CLASS SHARES
January 1, 1998
_________________________________________________________________
Ivy Fund (the "Trust") is an open-end management investment
company that currently consists of eighteen fully managed
portfolios, each of which (except for Ivy Latin America Strategy
Fund and Ivy International Bond Fund) is diversified. This
Statement of Additional Information ("SAI") relates to the
Advisor Class shares of the following four portfolios: Ivy Bond
Fund, Ivy Emerging Growth Fund, Ivy Growth Fund and Ivy Growth
with Income Fund (collectively, the "Funds," and each, a "Fund").
This SAI is not a prospectus and should be read in
conjunction with the prospectus for the Funds' Advisor Class
shares dated January 1, 1998 (the "Prospectus"), which may be
obtained upon request and without charge from the Distributor at
the address and telephone number printed below. Advisor Class
shares are only offered to certain investors (see the
Prospectus). The Funds also offer Class A, Class B and Class C
(and Class I shares, in the case of Ivy Bond Fund), which are
described in a separate prospectus and statement of additional
information that may be obtained from the Distributor.
INVESTMENT MANAGER
Ivy Management, Inc. ("IMI")
Via Mizner Financial Plaza, Suite 300
700 South Federal Highway
Boca Raton, Florida 33432
Telephone: (800) 777-6472
DISTRIBUTOR
Ivy Mackenzie Distributors, Inc.
Via Mizner Financial Plaza, Suite 300
700 South Federal Highway
Boca Raton, Florida 33432
Telephone: (800) 456-5111
TABLE OF CONTENTS
INVESTMENT OBJECTIVES AND POLICIES . . . . . . . . . . . . . . 5
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . 7
U.S. GOVERNMENT SECURITIES. . . . . . . . . . . . . . . . 7
MUNICIPAL SECURITIES. . . . . . . . . . . . . . . . . . . 8
ZERO COUPON BONDS . . . . . . . . . . . . . . . . . . . . 9
REPURCHASE AGREEMENTS . . . . . . . . . . . . . . . . . . 9
WARRANTS. . . . . . . . . . . . . . . . . . . . . . . . . 10
ADJUSTABLE RATE PREFERRED STOCKS. . . . . . . . . . . . . 10
CONVERTIBLE SECURITIES. . . . . . . . . . . . . . . . . . 10
SMALL COMPANY RISK. . . . . . . . . . . . . . . . . . . . 11
BANKING INDUSTRY AND SAVINGS AND LOAN OBLIGATIONS . . . . 12
DEPOSITORY RECEIPTS . . . . . . . . . . . . . . . . . . . 12
FOREIGN SECURITIES. . . . . . . . . . . . . . . . . . . . 13
INVESTING IN EMERGING MARKETS . . . . . . . . . . . . . . 14
FORWARD FOREIGN CURRENCY CONTRACTS. . . . . . . . . . . . 16
FOREIGN CURRENCIES. . . . . . . . . . . . . . . . . . . . 16
BORROWING . . . . . . . . . . . . . . . . . . . . . . . . 17
FIRM COMMITMENT AGREEMENTS AND WHEN-ISSUED SECURITIES . . 17
RESTRICTED AND ILLIQUID SECURITIES. . . . . . . . . . . . 18
REAL ESTATE INVESTMENT TRUSTS (REITS) . . . . . . . . . . 18
OPTIONS TRANSACTIONS. . . . . . . . . . . . . . . . . . . 19
OPTIONS, IN GENERAL. . . . . . . . . . . . . . . . . 19
WRITING OPTIONS ON INDIVIDUAL SECURITIES . . . . . . 20
PURCHASING OPTIONS ON INDIVIDUAL SECURITIES. . . . . 21
PURCHASING AND WRITING OPTIONS ON SECURITIES
INDICES . . . . . . . . . . . . . . . . . . . . 21
RISKS OF OPTIONS TRANSACTIONS. . . . . . . . . . . . 22
FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. . . . 23
GENERAL . . . . . . . . . . . . . . . . . . . . 23
INTEREST RATE FUTURES CONTRACTS. . . . . . . . . . . 25
OPTIONS ON INTEREST RATE FUTURES CONTRACTS . . . . . 26
FOREIGN CURRENCY FUTURES CONTRACTS AND RELATED
OPTIONS . . . . . . . . . . . . . . . . . . . . 26
RISKS ASSOCIATED WITH FUTURES AND RELATED OPTIONS. . 27
SECURITIES INDEX FUTURES CONTRACTS. . . . . . . . . . . . 29
RISKS OF SECURITIES INDEX FUTURES. . . . . . . . . . 29
COMBINED TRANSACTIONS. . . . . . . . . . . . . . . . 31
INVESTMENT-GRADE DEBT SECURITIES. . . . . . . . . . . . . 31
LOW-RATED DEBT SECURITIES . . . . . . . . . . . . . . . . 31
INVESTMENT RESTRICTIONS. . . . . . . . . . . . . . . . . . . . 32
ADDITIONAL RESTRICTIONS. . . . . . . . . . . . . . . . . . . . 36
ADDITIONAL RIGHTS AND PRIVILEGES . . . . . . . . . . . . . . . 38
AUTOMATIC INVESTMENT METHOD . . . . . . . . . . . . . . . 38
EXCHANGE OF SHARES. . . . . . . . . . . . . . . . . . . . 39
RETIREMENT PLANS. . . . . . . . . . . . . . . . . . . . . 40
INDIVIDUAL RETIREMENT ACCOUNTS . . . . . . . . . . . 40
QUALIFIED PLANS. . . . . . . . . . . . . . . . . . . 42
DEFERRED COMPENSATION FOR PUBLIC SCHOOLS AND
CHARITABLE ORGANIZATIONS ("403(B)(7)
ACCOUNT") . . . . . . . . . . . . . . . . . . . 43
SIMPLIFIED EMPLOYEE PENSION ("SEP") IRAS . . . . . . 43
SIMPLE PLANS . . . . . . . . . . . . . . . . . . . . 43
SYSTEMATIC WITHDRAWAL PLAN. . . . . . . . . . . . . . . . 44
GROUP SYSTEMATIC INVESTMENT PROGRAM . . . . . . . . . . . 44
BROKERAGE ALLOCATION . . . . . . . . . . . . . . . . . . . . . 45
TRUSTEES AND OFFICERS. . . . . . . . . . . . . . . . . . . . . 47
PERSONAL INVESTMENTS BY EMPLOYEES OF IMI. . . . . . . . . 50
COMPENSATION TABLE . . . . . . . . . . . . . . . . . . . . . . 52
INVESTMENT ADVISORY AND OTHER SERVICES . . . . . . . . . . . . 54
BUSINESS MANAGEMENT AND INVESTMENT ADVISORY SERVICES. . . 54
DISTRIBUTION SERVICES . . . . . . . . . . . . . . . . . . 57
RULE 18F-3 PLAN. . . . . . . . . . . . . . . . . . . 58
CUSTODIAN . . . . . . . . . . . . . . . . . . . . . . . . 58
FUND ACCOUNTING SERVICES. . . . . . . . . . . . . . . . . 58
TRANSFER AGENT AND DIVIDEND PAYING AGENT. . . . . . . . . 59
ADMINISTRATOR . . . . . . . . . . . . . . . . . . . . . . 59
AUDITORS. . . . . . . . . . . . . . . . . . . . . . . . . 60
CAPITALIZATION AND VOTING RIGHTS . . . . . . . . . . . . . . . 60
NET ASSET VALUE. . . . . . . . . . . . . . . . . . . . . . . . 63
PORTFOLIO TURNOVER . . . . . . . . . . . . . . . . . . . . . . 64
REDEMPTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . 65
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
OPTIONS, FUTURES AND FOREIGN CURRENCY FORWARD
CONTRACTS. . . . . . . . . . . . . . . . . . . . . . 68
CURRENCY FLUCTUATIONS -- "SECTION 988" GAINS OR LOSSES. . 69
INVESTMENT IN PASSIVE FOREIGN INVESTMENT COMPANIES. . . . 70
DEBT SECURITIES ACQUIRED AT A DISCOUNT. . . . . . . . . . 70
DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . 71
DISPOSITION OF SHARES . . . . . . . . . . . . . . . . . . 72
FOREIGN WITHHOLDING TAXES . . . . . . . . . . . . . . . . 73
BACKUP WITHHOLDING. . . . . . . . . . . . . . . . . . . . 74
PERFORMANCE INFORMATION. . . . . . . . . . . . . . . . . . . . 74
YIELD. . . . . . . . . . . . . . . . . . . . . . . . 75
AVERAGE ANNUAL TOTAL RETURN. . . . . . . . . . . . . 76
OTHER QUOTATIONS, COMPARISONS AND GENERAL
INFORMATION . . . . . . . . . . . . . . . . . . 77
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . 77
APPENDIX A
DESCRIPTION OF STANDARD & POOR'S CORPORATION ("S&P") AND
MOODY'S INVESTORS SERVICE, INC. ("MOODY'S") CORPORATE BOND AND
COMMERCIAL PAPER RATINGS . . . . . . . . . 79
INVESTMENT OBJECTIVES AND POLICIES
Each Fund has its own investment objective and policies,
which are set forth below. The different types of securities
and investment techniques used by the Funds involve varying
degrees of risk.
IVY BOND FUND: Ivy Bond Fund seeks a high level of current
income by investing primarily in (i) investment-grade corporate
bonds (i.e., those rated Aaa, Aa, A or Baa by Moody's Investors
Services, Inc. ("Moody's") or AAA, AA, A or BBB by Standard &
Poor's Corporation ("S&P"), or, if unrated, are considered by IMI
to be of comparable quality) and (ii) U.S. Government securities
(including mortgage-backed securities issued by U.S. Government
agencies or instrumentalities) that mature in more than 13
months. As a fundamental policy, the Fund normally invests at
least 65% of its total assets in these fixed income securities.
For temporary defensive purposes, the Fund may invest without
limit in U.S. Government securities maturing in 13 months or
less, certificates of deposit, bankers' acceptances, commercial
paper and repurchase agreements. The Fund may also invest up to
35% of its total assets in such money market securities in order
to meet redemptions or to maximize income to the Fund while it is
arranging longer-term investments.
The Fund may invest up to 35% of its net assets in corporate
debt securities, including zero coupon bonds, rated Ba or below
by Moody's or BB or below by S&P, or, if unrated, are considered
by IMI to be of comparable quality (commonly referred to as "high
yield" or "junk" bonds). The Fund will not invest in debt
securities rated less than C by either Moody's or S&P.
The Fund may invest up to 5% of its assets in dividend-
paying common and preferred stocks (including adjustable rate
preferred stocks and securities convertible into common stocks),
municipal bonds, zero coupon bonds, and securities sold on a
"when-issued" or firm commitment basis. As a temporary measure
for extraordinary or emergency purposes, the Fund may borrow from
banks (up to 10% of the value of its total assets). The Fund may
with approval of the Trust's Board of Trustees (the "Trustees" or
"Board"), but currently does not intend to, lend portfolio
securities valued at not more that 30% of the Fund's total
assets.
The Fund may invest up to 20% of its net assets in debt
securities of foreign issuers, including non-U.S. dollar-
denominated debt securities (including American Depository
Receipts ("ADRs"), Global Depository Receipts ("GDRs"), American
Depository Shares ("ADSs") and Global Depository Shares
("GDSs")), Eurodollar securities and debt securities issued,
assumed or guaranteed by foreign governments or political
subdivisions or instrumentalities thereof. The Fund may also
enter into forward foreign currency contracts, but not for
speculative purposes. The Fund may not invest more than 10% of
the value of its net assets in illiquid securities, such as
securities subject to legal or contractual restrictions on resale
("restricted securities"), repurchase agreements maturing in more
than seven days and other securities that are not readily
marketable, and in any case may not invest more than 5% of its
net assets in restricted securities.
The Fund may purchase put and call options, provided the
premium paid for such options does not exceed 10% of the Fund's
net assets. The Fund may also sell covered put options with
respect to up to 50% of the value of its net assets, and may
write covered call options so long as not more than 20% of the
Fund's net assets is subject to being purchased upon the exercise
of the calls. For hedging purposes only, the Fund may engage in
transactions in interest rate futures contracts, currency futures
contracts and options on interest rate futures and currency
futures contracts.
IVY EMERGING GROWTH FUND, IVY GROWTH FUND AND IVY GROWTH
WITH INCOME FUND: Each Fund's principal investment objective is
long-term capital growth, primarily through investment in equity
securities, with current income being a secondary consideration.
Ivy Growth with Income Fund has tended to emphasize dividend-
paying stocks more than the other two Funds. Under normal
conditions, each Fund invests at least 65% of its total assets in
common stocks and securities convertible into common stocks. Ivy
Growth Fund and Ivy Growth with Income Fund invest primarily in
common stocks of domestic corporations with low price-earnings
ratios and rising earnings, focusing on established, financially
secure firms with capitalizations over $100 million and more than
three years of operating history. Ivy Emerging Growth Fund
invests primarily in common stocks (or securities with similar
characteristics) of small and medium-sized companies, both
domestic and foreign, that are in the early stages of their life
cycles and that IMI believes have the potential to become major
enterprises.
All of the Funds may invest up to 25% of their assets in
foreign equity securities, primarily those traded in European,
Pacific Basin and Latin American markets, some of which may be
emerging markets involving special risks, as described below.
Individual foreign securities are selected based on value
indicators, such as a low price-earnings ratio, and are reviewed
for fundamental financial strength.
When circumstances warrant, each Fund may invest without
limit in investment-grade debt securities (e.g., U.S. Government
securities or other corporate debt securities rated at least Baa
by Moody's or BBB by S&P, or, if unrated, are considered by IMI
to be of comparable quality), preferred stocks, or cash or cash
equivalents such as bank obligations (including certificates of
deposit and bankers' acceptances), commercial paper, short-term
notes and repurchase agreements.
Ivy Growth with Income Fund may invest less than 35% of its
net assets in debt securities rated Ba or below by Moody's or BB
or below by S&P, or if unrated, are considered by IMI to be of
comparable quality (commonly referred to as "high yield" or
"junk" bonds). Ivy Growth Fund may invest up to 5% of its net
assets in these low-rated debt securities. Neither Fund will
invest in debt securities rated less than C by either Moody's or
S&P.
As a fundamental policy, each Fund may borrow up to 10% of
the value of its total assets, but only for temporary purposes
where it would be advantageous to do so from an investment
standpoint. All of the Funds may invest up to 5% of their net
assets in warrants. Each Fund may not invest more than 10% of
the value of its net assets in illiquid securities, such as
securities subject to legal or contractual restrictions on a
resale ("restricted securities"), repurchase agreements maturing
in more than seven days and other securities that are not readily
marketable; and in any case may not invest more than 5% of its
net assets in restricted securities. All of the Funds may enter
into forward foreign currency contracts. Ivy Growth Fund and Ivy
Growth with Income Fund each may also invest in equity real
estate investment trusts.
Each of the Funds may write put options, with respect to not
more than 10% of the value of its net assets, on securities and
stock indices, and may write covered call options with respect to
not more than 25% of the value of its net assets. Each Fund may
purchase options, provided the aggregate premium paid for all
options held does not exceed 5% of its net assets. For hedging
purposes only, each Fund may enter into stock index futures
contracts as a means of regulating its exposure to equity
markets. A Fund's equivalent exposure in stock index futures
contracts will not exceed 15% of its total assets.
RISK FACTORS
U.S. GOVERNMENT SECURITIES
U.S. Government securities are obligations of, or guaranteed
by, the U.S. Government, its agencies or instrumentalities.
Securities guaranteed by the U.S. Government include: (1) direct
obligations of the U.S. Treasury (such as Treasury bills, notes,
and bonds) and (2) Federal agency obligations guaranteed as to
principal and interest by the U.S. Treasury (such as GNMA
certificates, which are mortgage-backed securities). When such
securities are held to maturity, the payment of principal and
interest is unconditionally guaranteed by the U.S. Government,
and thus they are of the highest possible credit quality. U.S.
Government securities that are not held to maturity are subject
to variations in market value due to fluctuations in interest
rates.
Mortgage-backed securities are securities representing part
ownership of a pool of mortgage loans. For example, GNMA
certificates are such securities in which the timely payment of
principal and interest is guaranteed by the full faith and credit
of the U.S. Government. Although the mortgage loans in the pool
will have maturities of up to 30 years, the actual average life
of the loans typically will be substantially less because the
mortgages will be subject to principal amortization and may be
prepaid prior to maturity. Prepayment rates vary widely and may
be affected by changes in market interest rates. In periods of
falling interest rates, the rate of prepayment tends to increase,
thereby shortening the actual average life of the security.
Conversely, rising interest rates tend to decrease the rate of
prepayment, thereby lengthening the actual average life of the
security (and increasing the security's price volatility).
Accordingly, it is not possible to predict accurately the average
life of a particular pool. Reinvestment of prepayment may occur
at higher or lower rates than the original yield on the
certificates. Due to the prepayment feature and the need to
reinvest prepayments of principal at current rates, mortgage-
backed securities can be less effective than typical bonds of
similar maturities at "locking in" yields during periods of
declining interest rates. Such securities may appreciate or
decline in market value during periods of declining or rising
interest rates, respectively.
Securities issued by U.S. Government instrumentalities and
certain federal agencies are neither direct obligations of nor
guaranteed by the U.S. Treasury; however, they involve Federal
sponsorship in one way or another. Some are backed by specific
types of collateral, some are supported by the issuer's right to
borrow from the Treasury, some are supported by the discretionary
authority of the Treasury to purchase certain obligations of the
issuer, others are supported only by the credit of the issuing
government agency or instrumentality. These agencies and
instrumentalities include, but are not limited to, Federal Land
Banks, Farmers Home Administration, Central Bank for
Cooperatives, Federal Intermediate Credit Banks, Federal Home
Loan Banks, Federal National Mortgage Association, Federal Home
Loan Mortgage Corporation and Student Loan Marketing Association.
MUNICIPAL SECURITIES
Municipal securities are debt obligations that generally
have a maturity at the time of issue in excess of one year and
are issued to obtain funds for various public purposes. The two
principal classifications of municipal bonds are "general
obligation" and "revenue" bonds. General obligation bonds are
secured by the issuer's pledge of its full faith, credit and
taxing power for the payment of principal and interest. Revenue
bonds are payable only from the revenues derived from a
particular facility or class of facilities, or, in some cases,
from the proceeds of a special excise of a specific revenue
source. Industrial development bonds or private activity bonds
are issued by or on behalf of public authorities to obtain funds
for privately-operated facilities and are in most cases revenue
bonds that generally do not carry the pledge of the full faith
and credit of the issuer of such bonds, but depend for payment on
the ability of the industrial user to meet its obligations (or on
any property pledged as security).
The market prices of municipal securities, like those of
taxable debt securities, go up and down when interest rates
change. Thus, the net asset value per share can be expected to
fluctuate and shareholders may receive more or less than their
purchase price for shares they redeem.
ZERO COUPON BONDS
A Fund may purchase zero coupon bonds in accordance with the
Fund's credit quality standards. Zero coupon bonds are debt
obligations issued without any requirement for the periodic
payment of interest, and are issued at a significant discount
from face value. The discount approximates the total amount of
interest the bonds would accrue and compound over the period
until maturity at a rate of interest reflecting the market rate
at the time of issuance. If a Fund holds zero coupon bonds in
its portfolio, it would recognize income currently for Federal
income tax purposes in the amount of the unpaid, accrued interest
and generally would be required to distribute dividends repre-
senting such income to shareholders currently, even though the
cash representing such income would not have been received by the
Fund. Cash to pay dividends representing unpaid, accrued
interest may be obtained from, for example, sales proceeds of
portfolio securities and Fund shares and from loan proceeds.
However, this may result in a Fund's having to sell portfolio
securities at a time when it might otherwise choose not to do so,
and the Fund might incur a capital loss on such sales. Because
interest on zero coupon obligations is not distributed to a Fund
on a current basis, but is in effect compounded, the value of
such securities is subject to greater fluctuations in response to
changing interest rates than the value of debt obligations that
distribute income regularly.
REPURCHASE AGREEMENTS
Repurchase agreements are contracts under which a Fund buys
a money market instrument and obtains a simultaneous commitment
from the seller to repurchase the instrument at a specified time
and at an agreed-upon yield. A Fund may not enter into a repur-
chase agreement with more than seven days to maturity if, as a
result, more than 10% of that Fund's net assets would be invested
in illiquid securities, including such repurchase agreements.
Under guidelines approved by the Board, a Fund is permitted to
enter into repurchase agreements only if the repurchase
agreements are at least fully collateralized with U.S. Government
securities or other securities that the Fund's investment adviser
has approved for use as collateral for repurchase agreements and
the collateral must be marked-to-market daily. A Fund will enter
into repurchase agreements only with banks and broker-dealers
deemed to be creditworthy by the Fund's investment adviser under
guidelines approved by the Board. In the unlikely event of
failure of the executing bank or broker-dealer, a Fund could
experience some delay in obtaining direct ownership of the
underlying collateral and might incur a loss if the value of the
security should decline, as well as costs in disposing of the
security.
WARRANTS
A Fund's investments in warrants, valued at the lower of
cost or market, will not exceed 5% of the value of its net
assets. Included within that amount, but not to exceed 2% of a
Fund's net assets, may be warrants that are not listed on either
the New York or the American Stock Exchanges. Warrants acquired
by a Fund in units or attached to securities will be deemed to be
without value for purposes of this restriction.
The holder of a warrant has the right, until the warrant
expires, to purchase a given number of shares of a particular
issuer at a specified price. Such investments can provide a
greater potential for profit or loss than an equivalent
investment in the underlying security. However, prices of
warrants do not necessarily move in a tandem with the prices of
the underlying securities, and are, therefore, considered
speculative investments. Warrants pay no dividends and confer no
rights other than a purchase option. Thus, if a warrant held by
a Fund were not exercised by the date of its expiration, the Fund
would lose the entire purchase price of the warrant.
ADJUSTABLE RATE PREFERRED STOCKS
Adjustable rate preferred stocks have a variable dividend,
generally determined on a quarterly basis according to a formula
based upon a specified premium or discount to the yield on a
particular U.S. Treasury security rather than a dividend which is
set for the life of the issue. Although the dividend rates on
these stocks are adjusted quarterly and their market value should
therefore be less sensitive to interest rate fluctuations than
are other fixed income securities and preferred stocks, the
market values of adjustable rate preferred stocks have fluctuated
and can be expected to continue to do so in the future.
CONVERTIBLE SECURITIES
Because convertible securities can be converted into equity
securities, their values will normally vary in some proportion
with those of the underlying equity securities. Convertible
securities usually provide a higher yield than the underlying
equity, however, so that the price decline of a convertible
security may sometimes be less substantial than that of the
underlying equity security.
A Fund may invest in convertible securities, such as
corporate bonds, notes, debentures and other securities that may
be converted into common stock. Investments in convertible
securities can provide income through interest and dividend
payments as well as an opportunity for capital appreciation by
virtue of their conversion or exchange features.
The convertible securities in which a Fund may invest
include preferred stock that may be converted or exchanged at a
stated or determinable exchange ratio into underlying shares of
common stock. The exchange ratio for any particular convertible
security may be adjusted from time to time due to stock splits,
dividends, spin-offs, other corporate distributions or scheduled
changes in the exchange ratio. Convertible debt securities and
convertible preferred stocks, until converted, have general
characteristics similar to both debt and equity securities.
Although to a lesser extent than with debt securities generally,
the market value of convertible securities tends to decline as
interest rates increase and, conversely, tends to increase as
interest rates decline. In addition, because of the conversion
or exchange feature, the market value of convertible securities
typically changes as the market value of the underlying common
stock changes, and, therefore, also tends to follow movements in
the general market for equity securities. When the market price
of the underlying common stock increases, the price of a
convertible security tends to rise as a reflection of the value
of the underlying common stock, although typically not as much as
the price of the underlying common stock. While no securities
investments are without risk, investments in convertible
securities generally entail less risk than investments in common
stock of the same issuer.
As debt securities, convertible securities are investments
which provide for a stream of income. Of course, like all debt
securities, there can be no assurance of income or principal
payments because the issuers of the convertible securities may
default on their obligations. Convertible securities generally
offer lower yields than non-convertible securities of similar
quality because of their conversion or exchange features.
Convertible securities generally are subordinated to other
similar but non-convertible securities of the same issuer,
although convertible bonds, as corporate debt obligations, are
senior in right of payment to all equity securities, and
convertible preferred stock is senior to common stock, of the
same issuer. However, convertible bonds and convertible
preferred stock typically have lower coupon rates than similar
non-convertible securities. Convertible securities may be issued
as fixed income obligations that pay current income.
SMALL COMPANY RISK
Investing in smaller company stocks involves certain special
considerations and risks that are not usually associated with
investing in larger, more established companies. For example,
the securities of smaller companies may be subject to more abrupt
or erratic market movements, because they tend to be thinly
traded and are subject to a greater degree to changes in the
issuer's earnings and prospects. Small companies also tend to
have limited product lines, markets or financial resources.
Transaction costs in smaller company stocks also may be higher
than those of larger companies.
COMMERCIAL PAPER
Commercial paper represents short-term unsecured promissory
notes issued in bearer form by bank holding companies,
corporations and finance companies. A Fund may invest in
commercial paper that is rated Prime-1 by Moody's or A-1 by S&P
or, if not rated by Moody's or S&P, is issued by companies having
an outstanding debt issue rated Aaa or Aa by Moody's or AAA or AA
by S&P.
BANKING INDUSTRY AND SAVINGS AND LOAN OBLIGATIONS
Certificates of deposit are negotiable certificates issued
against funds deposited in a commercial bank for a definite
period of time and earning a specified return. Bankers'
acceptances are negotiable drafts or bills of exchange, normally
drawn by an importer or exporter to pay for specific merchandise,
which are "accepted" by a bank (meaning, in effect, that the bank
unconditionally agrees to pay the face value of the instrument at
maturity). In addition to investing in certificates of deposit
and bankers' acceptances, a Fund may invest in time deposits in
banks or savings and loan associations. Time deposits are
generally similar to certificates of deposit, but are
uncertificated. A Fund's investments in certificates of deposit,
time deposits, and bankers' acceptances are limited to
obligations of (i) banks having total assets in excess of $1
billion, (ii) U.S. banks which do not meet the $1 billion asset
requirement, if the principal amount of such obligation is fully
insured by the Federal Deposit Insurance Corporation (the
"FDIC"), (iii) savings and loan associations which have total
assets in excess of $1 billion and which are members of the FDIC,
and (iv) foreign banks if the obligation is, in IMI's opinion, of
an investment quality comparable to other debt securities which
may be purchased by the particular Fund. A Fund's investments in
certificates of deposit of savings associations are limited to
obligations of Federal and state-chartered institutions whose
total assets exceed $1 billion and whose deposits are insured by
the FDIC.
DEPOSITORY RECEIPTS
ADRs, GDRs and similar instruments, the issuance of which is
typically administered by a U.S. or foreign bank or trust
company, evidence ownership of underlying securities issued by a
U.S. or foreign corporation. Unsponsored programs are organized
independently and without the cooperation of the issuer of the
underlying securities. As a result, available information
concerning the issuer may not be as current as for sponsored
depository instruments and their prices may be more volatile than
if they were sponsored by the issuers of the underlying
securities. ADRs are publicly traded on exchanges or over-the-
counter ("OTC") in the United States.
FOREIGN SECURITIES
A Fund may invest in securities of foreign issuers,
including non-U.S. dollar-denominated debt securities, Euro
dollar securities, sponsored and unsponsored ADRs, ADSs, GDRs
GDSs and debt securities issued, assumed or guaranteed by foreign
governments or political subdivisions or instrumentalities
thereof. Shareholders should consider carefully the substantial
risks involved in investing in securities issued by companies and
governments of foreign nations, which are in addition to the
usual risks inherent in the domestic investments. Although a
Fund intends to invest only in nations that IMI considers to have
relatively stable and friendly governments, there is the
possibility of expropriation, nationalization, repatriation or
confiscatory taxation, taxation of income earned in a foreign
country and other foreign taxes, foreign exchange controls (which
may include suspension of the ability to transfer currency from a
given country), default in foreign government securities,
political or social instability or diplomatic developments which
could affect investments in securities of issuers in those
nations. In addition, in many countries there is less publicly
available information about issuers than is available for U.S.
companies. For example, ownership of unsponsored ADRs may not
entitle the owner to financial or other reports from the issuer
to which it might otherwise be entitled as the owner of a
sponsored ADR. Moreover, foreign companies are not generally
subject to uniform accounting, auditing and financial reporting
standards, and auditing practices and requirements may not be
comparable to those applicable to U.S. companies. In many
foreign countries, there is less government supervision and
regulation of business and industry practices, stock exchanges,
brokers, and listed companies than in the United States. Foreign
securities transactions may also be subject to higher brokerage
costs than domestic securities transactions. The foreign
securities markets of many of the countries in which a Fund may
invest may also be smaller, less liquid and subject to greater
price volatility than those in the United States. In addition, a
Fund may encounter difficulties or be unable to pursue legal
remedies and obtain judgment in foreign courts.
Foreign stock markets have different clearance and
settlement procedures and in certain markets there have been
times when settlements have been unable to keep pace with the
volume of securities transactions, making it difficult to conduct
such transactions. Delays in settlement could result in
temporary periods when assets of a Fund are uninvested and no
return is earned thereon. The inability of a Fund to make
intended security purchases due to settlement problems could
cause that Fund to miss attractive investment opportunities.
Further, the inability to dispose of portfolio securities due to
settlement problems could result either in losses to a Fund
because of subsequent declines in the value of the portfolio
security or, if a Fund has entered into a contract to sell the
security, in possible liability to the purchaser. Fixed
commissions on some foreign securities exchanges are generally
higher than negotiated commissions on U.S. exchanges, although
IMI will endeavor to achieve the most favorable net results on a
Fund's portfolio transactions. It may be more difficult for a
Fund's agents to keep currently informed about corporate actions
such as stock dividends or other matters that may affect the
prices of portfolio securities. Communications between the
United States and foreign countries may be less reliable than
within the United States, thus increasing the risk of delayed
settlements of portfolio transactions or loss of certificates for
portfolio securities. Moreover, individual foreign economies may
differ favorably or unfavorably from the United States economy in
such respects as growth of gross national product, rate of
inflation, capital reinvestment, resource self-sufficiency and
balance of payments position. IMI seeks to mitigate the risks to
a Fund associated with the foregoing considerations through
investment variation and continuous professional management.
INVESTING IN EMERGING MARKETS
Investors should recognize that investing in certain foreign
securities involves special considerations, including those set
forth below, that are not typically associated with investing in
United States securities and that may affect a Fund's performance
favorably or unfavorably. (See "Foreign Securities" under the
caption "Risk Factors and Investment Techniques" in the
Prospectus.)
In recent years, many emerging market countries around the
world have undergone political changes that have reduced
government's role in economic and personal affairs and have
stimulated investment and growth. Historically, there is a strong
direct correlation between economic growth and stock market
returns. While this is no guarantee of future performance, IMI
believes that investment opportunities (particularly in the
energy, environmental services, natural resources, basic
materials, power, telecommunications and transportation
industries) may result within the evolving economies of emerging
market countries from which the Fund and its shareholders will
benefit.
Investments in companies domiciled in developing countries
may be subject to potentially higher risks than investments in
developed countries. Such risks include (i) less social,
political and economic stability; (ii) a small market for
securities and/or a low or nonexistent volume of trading, which
result in a lack of liquidity and in greater price volatility;
(iii) certain national policies that may restrict a Fund's
investment opportunities, including restrictions on investment in
issuers or industries deemed sensitive to national interests;
(iv) foreign taxation; (v) the absence of developed structures
governing private or foreign investment or allowing for judicial
redress for injury to private property; (vi) the absence, until
relatively recently in certain Eastern European countries, of a
capital market structure or market-oriented economy; (vii) the
possibility that recent favorable economic developments in
Eastern Europe may be slowed or reversed by unanticipated
political or social events in such countries; and (viii) the
possibility that currency devaluations could adversely affect the
value of a Fund's investments. Further, many emerging markets
have experienced and continue to experience high rates of
inflation.
Despite the dissolution of the Soviet Union, the Communist
Party may continue to exercise a significant role in certain
Eastern European countries. To the extent of the Communist
Party's influence, investments in such countries will involve
risks of nationalization, expropriation and confiscatory
taxation. The communist governments of a number of Eastern
European countries expropriated large amounts of private property
in the past, in many cases without adequate compensation, and
there can be no assurance that such expropriation will not occur
in the future. In the event of such expropriation, a Fund could
lose a substantial portion of any investments it has made in the
affected countries. Further, few (if any) accounting standards
exist in Eastern European countries. Finally, even though
certain Eastern European currencies may be convertible into U.S.
dollars, the conversion rates may be artificial in relation to
the actual market values and may be adverse to a Fund's net asset
value.
Certain Eastern European countries that do not have well-
established trading markets are characterized by an absence of
developed legal structures governing private and foreign
investments and private property. In addition, certain countries
require governmental approval prior to investments by foreign
persons, or limit the amount of investment by foreign persons in
a particular company, or limit the investment of foreign persons
to only a specific class of securities of a company that may have
less advantageous terms than securities of the company available
for purchase by nationals.
Authoritarian governments in certain Eastern European
countries may require that a governmental or quasi-governmental
authority act as custodian of a Fund's assets invested in such
country. To the extent such governmental or quasi-governmental
authorities do not satisfy the requirements of the Investment
Company Act of 1940, as amended (the "1940 Act"), with respect to
the custody of a Fund's cash and securities, that Fund's
investment in such countries may be limited or may be required to
be effected through intermediaries. The risk of loss through
governmental confiscation may be increased in such countries.
FORWARD FOREIGN CURRENCY CONTRACTS
A forward foreign currency contract (a "forward contract")
is an obligation to purchase or sell a specific currency for an
agreed price at a future date (usually less than a year), and
typically is individually negotiated and privately traded by
currency traders and their customers. A forward contract
generally has no deposit requirement, and no commissions are
charged at any stage for trades. Although foreign exchange
dealers do not charge a fee for commissions, they do realize a
profit based on the difference between the price at which they
are buying and selling various currencies. Although these
contracts are intended to minimize the risk of loss due to a
decline in the value of the hedged currencies, at the same time,
they tend to limit any potential gain which might result should
the value of such currencies increase.
While a Fund may enter into forward contracts to reduce
currency exchange risks, changes in currency exchange rates may
result in poorer overall performance for a Fund than if it had
not engaged in such transactions. Moreover, there may be an
imperfect correlation between a Fund's portfolio holdings of
securities denominated in a particular currency and forward
contracts entered into by that Fund. An imperfect correlation of
this type may prevent a Fund from achieving the intended hedge or
expose the Fund to the risk of currency exchange loss.
A Fund will not enter into or maintain a net exposure to a
forward contract where the consummation of the contract would
obligate the Fund to deliver an amount of currency that exceeds
the value of the Fund's portfolio securities or other assets
denominated in that currency. Further, a Fund generally will not
enter into a forward contract with a term greater than one year.
To the extent required by applicable law, a Fund will hold
cash or liquid securities in a segregated account with its
custodian in an amount equal (on a daily marked-to-market basis)
to the amount of the commitments under these contracts. At the
maturity of a forward contract, a Fund may either accept or make
delivery of the currency specified in the contract, or, prior to
maturity, enter into a closing purchase transaction involving the
purchase or sale of an offsetting position. Closing purchase
transactions with respect to forward contracts are usually
effected with the currency trader who is a party to the original
forward contract.
FOREIGN CURRENCIES
Investment in foreign securities will usually involve
currencies of foreign countries. In addition, a Fund may
temporarily hold foreign currency deposits during the completion
of investment programs and may purchase forward contracts.
Because of these factors, the value of the assets of a Fund as
measured in U.S. dollars may be affected favorably or unfavorably
by changes in foreign currency exchange rates and exchange
control regulations, and the Fund may incur costs in connection
with conversions between various currencies. Although a Fund
values the Fund's assets daily in terms of U.S. dollars, a Fund
does not intend to convert its holdings of foreign currencies
into U.S. dollars on a daily basis. A Fund may do so from time
to time, and investors should be aware of the costs of currency
conversion. Although foreign exchange dealers do not charge a
fee for conversion, they do realize a profit based on the
difference (the "spread") between the prices at which they are
buying and selling various currencies. Thus, a dealer may offer
to sell a foreign currency to a Fund at one rate, while offering
a lesser rate of exchange should the Fund desire to resell that
currency to the dealer. A Fund will conduct its foreign currency
exchange transactions either on a cash basis at the spot rate
prevailing in the foreign currency exchange market, or through
entering into forward contracts to purchase or sell foreign
currencies.
Because a Fund normally will be invested in both U.S. and
foreign securities markets, changes in the Fund's share price may
have a low correlation with movements in U.S. markets. A Fund's
share price will reflect movements of the stock and bond markets
in which it is invested (both U.S. and foreign), and of the
currencies in which its foreign investments are denominated.
Thus, the strength or weakness of the U.S. dollar against foreign
currencies accounts for part of a Fund's investment performance.
U.S. and foreign securities markets do not always move in step
with each other, and the total returns from different markets may
vary significantly.
BORROWING
Borrowing may exaggerate the effect on a Fund's net asset
value of any increase or decrease in the value of the Fund's
portfolio securities. Money borrowed will be subject to interest
costs (which may include commitment fees and/or the cost of
maintaining minimum average balances). Although the principal of
a Fund's borrowings will be fixed, the Fund's assets may change
in value during the time a borrowing is outstanding, thus
increasing exposure to capital risk. All borrowings will be
repaid before any additional investments are made.
FIRM COMMITMENT AGREEMENTS AND WHEN-ISSUED SECURITIES
New issues of certain debt securities are often offered on a
"when-issued basis," meaning the payment obligation and the
interest rate are fixed at the time the buyer enters into the
commitment, but delivery and payment for the securities normally
take place after the date of the commitment to purchase. Firm
commitment agreements call for the purchase of securities at an
agreed-upon price on a specified future date. A Fund uses such
investment techniques in order to secure what is considered to be
an advantageous price and yield to the Fund and not for purposes
of leveraging the Fund's assets. In either instance, a Fund will
maintain in a segregated account with its custodian cash or
liquid securities equal (on a daily marked-to-market basis) to
the amount of its commitment to purchase the underlying
securities.
RESTRICTED AND ILLIQUID SECURITIES
An "illiquid security" is an asset that may not be sold or
disposed of in the ordinary course of business within seven days
at approximately the value at which a Fund has valued the
security on its books. A "restricted security" is a security
that cannot be offered to the public for sale without first being
registered under the Securities Act of 1933, and is considered to
be illiquid until such filing takes place. Restricted securities
may be sold only in privately negotiated transactions or in a
public offering with respect to which a registration statement is
in effect under the Securities Act of 1933. Where a registration
statement is required, a Fund may be required to bear all or part
of the registration expenses. Issuers of restricted securities
may not be subject to the disclosure and other investor
protection requirements that would be applicable if their
securities were publicly traded. There may also be a lapse of
time between a Fund's decision to sell a restricted or illiquid
security and the point at which the Fund is permitted or able to
do so. If, during such a period, adverse market conditions were
to develop, a Fund might obtain a less favorable price than the
price that prevailed when it decided to sell. Since it is not
possible to predict with assurance that the market for securities
eligible for resale under Rule 144A will continue to be liquid, a
Fund will monitor each of its investments in these securities,
focusing on factors such as valuation, liquidity and availability
of information. This investment practice could have the effect
of increasing the level of illiquidity in a Fund to the extent
that qualified institutional buyers become, for a time,
uninterested in purchasing these restricted securities.
Securities whose proceeds are subject to limitations on
repatriation of principal or profits for more than seven days,
and those for which market quotations are not readily available,
may be deemed illiquid for these purposes.
REAL ESTATE INVESTMENT TRUSTS (REITS)
A Fund may invest in equity real estate investment trusts
("REITs"). A REIT is a corporation, trust or association that
invests in real estate mortgages or equities for the benefit of
its investors. REITs are dependent upon management skill, may
not be diversified and are subject to the risks of financing
projects. Such entities are also subject to heavy cash flow
dependency, defaults by borrowers, self-liquidation and the
possibility of failing to qualify for tax-free pass-through of
income under the Internal Revenue Code of 1986, as amended (the
"Code") and to maintain exemption from the 1940 Act. By
investing in REITs indirectly through a fund, a shareholder will
bear not only his or her proportionate share of the expenses of
the Fund, but also, indirectly, similar expenses of the REITs.
OPTIONS TRANSACTIONS
OPTIONS, IN GENERAL. A Fund may engage in transactions in
options on securities and stock indices in accordance with the
Fund's stated investment objective and policies. A Fund may also
purchase put options on securities and may purchase and sell
(write) put and call options on stock indices. Options on
securities and stock indices purchased or written by a Fund will
be limited to options traded on national securities exchanges,
boards of trade or similar entities, or in the OTC markets.
A call option is a short-term contract (having a duration of
less than one year) pursuant to which the purchaser, in return
for the premium paid, has the right to buy the security
underlying the option at the specified exercise price at any time
during the term of the option. The writer of the call option,
who receives the premium, has the obligation, upon exercise of
the option, to deliver the underlying security against payment of
the exercise price. A put option is a similar contract pursuant
to which the purchaser, in return for the premium paid, has the
right to sell the security underlying the option at the specified
exercise price at any time during the term of the option. The
writer of the put option, who receives the premium, has the
obligation, upon exercise of the option, to buy the underlying
security at the exercise price. The premium paid by the
purchaser of an option will reflect, among other things, the
relationship of the exercise price to the market price and
volatility of the underlying security, the time remaining to
expiration of the option, supply and demand, and interest rates.
If the writer of an option wishes to terminate the
obligation, the writer may effect a "closing purchase
transaction." This is accomplished by buying an option of the
same series as the option previously written. The effect of the
purchase is that the writer's position will be cancelled by the
Options Clearing Corporation. However, a writer may not effect a
closing purchase transaction after it has been notified of the
exercise of an option. Likewise, an investor who is the holder
of an option may liquidate his or her position by effecting a
"closing sale transaction." This is accomplished by selling an
option of the same series as the option previously purchased.
There is no guarantee that either a closing purchase or a closing
sale transaction can be effected at any particular time or at any
acceptable price. If any call or put option is not exercised or
sold, it will become worthless on its expiration date.
A Fund will realize a gain (or a loss) on a closing purchase
transaction with respect to a call or a put previously written by
the Fund if the premium, plus commission costs, paid by the Fund
to purchase the call or the put is less (or greater) than the
premium, less commission costs, received by the Fund on the sale
of the call or the put. A gain also will be realized if a call
or a put that a Fund has written lapses unexercised, because the
Fund would retain the premium. Any such gains (or losses) are
considered short-term capital gains (or losses) for Federal
income tax purposes. Net short-term capital gains, when
distributed by a Fund, are taxable as ordinary income. See
"Taxation."
A Fund will realize a gain (or a loss) on a closing sale
transaction with respect to a call or a put previously purchased
by the Fund if the premium, less commission costs, received by
the Fund on the sale of the call or the put is greater (or less)
than the premium, plus commission costs, paid by the Fund to
purchase the call or the put. If a put or a call expires
unexercised, it will become worthless on the expiration date, and
a Fund will realize a loss in the amount of the premium paid,
plus commission costs. Any such gain or loss will be long-term
or short-term gain or loss, depending upon a Fund's holding
period for the option.
Exchange-traded options generally have standardized terms
and are issued by a regulated clearing organization (such as the
Options Clearing Corporation), which, in effect, guarantees the
completion of every exchange-traded option transaction. In
contrast, the terms of OTC options are negotiated by a Fund and
its counterparty (usually a securities dealer or a financial
institution) with no clearing organization guarantee. When a
Fund purchases an OTC option, it relies on the party from whom it
has purchased the option (the "counterparty") to make delivery of
the instrument underlying the option. If the counterparty fails
to do so, a Fund will lose any premium paid for the option, as
well as any expected benefit of the transaction. Accordingly,
IMI will assess the creditworthiness of each counterparty to
determine the likelihood that the terms of the OTC option will be
satisfied.
WRITING OPTIONS ON INDIVIDUAL SECURITIES. A Fund may write
(sell) covered call options on the Fund's securities in an
attempt to realize a greater current return than would be
realized on the securities alone. A Fund may also write covered
call options to hedge a possible stock or bond market decline
(only to the extent of the premium paid to the Fund for the
options). In view of the investment objectives of a Fund, the
Fund generally would write call options only in circumstances
where the investment adviser to the Fund does not anticipate
significant appreciation of the underlying security in the near
future or has otherwise determined to dispose of the security.
A Fund may write covered call options as described in the
Fund's Prospectus. A "covered" call option means generally that
so long as the Fund is obligated as the writer of a call option,
the Fund will (i) own the underlying securities subject to the
option, or (ii) have the right to acquire the underlying
securities through immediate conversion or exchange of
convertible preferred stocks or convertible debt securities owned
by the Fund. Although a Fund receives premium income from these
activities, any appreciation realized on an underlying security
will be limited by the terms of the call option. A Fund may
purchase call options on individual securities only to effect a
"closing purchase transaction."
As the writer of a call option, a Fund receives a premium
for undertaking the obligation to sell the underlying security at
a fixed price during the option period, if the option is
exercised. So long as a Fund remains obligated as a writer of a
call option, it forgoes the opportunity to profit from increases
in the market price of the underlying security above the exercise
price of the option, except insofar as the premium represents
such a profit (and retains the risk of loss should the value of
the underlying security decline).
PURCHASING OPTIONS ON INDIVIDUAL SECURITIES. A Fund may
purchase a put option on an underlying security owned by the Fund
as a defensive technique in order to protect against an
anticipated decline in the value of the security. A Fund, as the
holder of the put option, may sell the underlying security at the
exercise price regardless of any decline in its market price. In
order for a put option to be profitable, the market price of the
underlying security must decline sufficiently below the exercise
price to cover the premium and transaction costs that a Fund must
pay. These costs will reduce any profit a Fund might have
realized had it sold the underlying security instead of buying
the put option. The premium paid for the put option would reduce
any capital gain otherwise available for distribution when the
security is eventually sold. The purchase of put options will
not be used by a Fund for leverage purposes.
A Fund may also purchase a put option on an underlying
security that it owns and at the same time write a call option on
the same security with the same exercise price and expiration
date. Depending on whether the underlying security appreciates
or depreciates in value, a Fund would sell the underlying
security for the exercise price either upon exercise of the call
option written by it or by exercising the put option held by it.
A Fund would enter into such transactions in order to profit from
the difference between the premium received by the Fund for the
writing of the call option and the premium paid by the Fund for
the purchase of the put option, thereby increasing the Fund's
current return. A Fund may write (sell) put options on
individual securities only to effect a "closing sale
transaction."
PURCHASING AND WRITING OPTIONS ON SECURITIES INDICES. A
Fund may purchase and sell (write) put and call options on
securities indices. An index assigns relative values to the
securities included in the index and the index fluctuates with
changes in the market values of the securities so included.
Options on indices are similar to options on individual
securities, except that, rather than giving the purchaser the
right to take delivery of an individual security at a specified
price, they give the purchaser the right to receive cash. The
amount of cash is equal to the difference between the closing
price of the index and the exercise price of the option,
expressed in dollars, times a specified multiple (the
"multiplier"). The writer of the option is obligated, in return
for the premium received, to make delivery of this amount.
The multiplier for an index option performs a function
similar to the unit of trading for a stock option. It determines
the total dollar value per contract of each point in the
difference between the exercise price of an option and the
current level of the underlying index. A multiplier of 100 means
that a one-point difference will yield $100. Options on
different indices have different multipliers.
When a Fund writes a call or put option on a stock index,
the option is "covered", in the case of a call, or "secured", in
the case of a put, if the Fund maintains in a segregated account
with the Custodian cash or liquid securities equal to the
contract value. A call option is also covered if a Fund holds a
call on the same index as the call written where the exercise
price of the call held is (i) equal to or less than the exercise
price of the call written or (ii) greater than the exercise price
of the call written, provided that the Fund maintains in a
segregated account with the Custodian the difference in cash or
liquid securities. A put option is also "secured" if a Fund
holds a put on the same index as the put written where the
exercise price of the put held is (i) equal to or greater than
the exercise price of the put written or (ii) less than the
exercise price of the put written, provided that the Fund
maintains in a segregated account with the Custodian the
difference in cash or liquid securities.
RISKS OF OPTIONS TRANSACTIONS. The purchase and writing of
options involves certain risks. During the option period, the
covered call writer has, in return for the premium on the option,
given up the opportunity to profit from a price increase in the
underlying securities above the exercise price, but, as long as
its obligation as a writer continues, has retained the risk of
loss should the price of the underlying security decline. The
writer of an option has no control over the time when it may be
required to fulfill its obligation as a writer of the option.
Once an option writer has received an exercise notice, it cannot
effect a closing purchase transaction in order to terminate its
obligation under the option and must deliver the underlying
securities (or cash in the case of an index option) at the
exercise price. If a put or call option purchased by a Fund is
not sold when it has remaining value, and if the market price of
the underlying security (or index), in the case of a put, remains
equal to or greater than the exercise price or, in the case of a
call, remains less than or equal to the exercise price, a Fund
will lose its entire investment in the option. Also, where a put
or call option on a particular security (or index) is purchased
to hedge against price movements in a related security (or
securities), the price of the put or call option may move more or
less than the price of the related security (or securities). In
this regard, there are differences between the securities and
options markets that could result in an imperfect correlation
between these markets, causing a given transaction not to achieve
its objective.
There can be no assurance that a liquid market will exist
when a Fund seeks to close out an option position. Furthermore,
if trading restrictions or suspensions are imposed on the options
markets, a Fund may be unable to close out a position. Finally,
trading could be interrupted, for example, because of supply and
demand imbalances arising from a lack of either buyers or
sellers, or the options exchange could suspend trading after the
price has risen or fallen more than the maximum amount specified
by the exchange. Closing transactions can be made for OTC
options only by negotiating directly with the counterparty or by
a transaction in the secondary market, if any such market exists.
There is no assurance that a Fund will be able to close out an
OTC option position at a favorable price prior to its expiration.
In the event of insolvency of the counterparty, a Fund might be
unable to close out an OTC option position at any time prior to
its expiration. Although a Fund may be able to offset to some
extent any adverse effects of being unable to liquidate an option
position, the Fund may experience losses in some cases as a
result of such inability.
A Fund's options activities also may have an impact upon the
level of its portfolio turnover and brokerage commissions. See
"Portfolio Turnover."
A Fund's success in using options techniques depends, among
other things, on IMI's ability to predict accurately the
direction and volatility of price movements in the options and
securities markets, and to select the proper type, time and
duration of options.
FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS
GENERAL. A Fund may enter into futures contracts and
options on futures contracts for hedging purposes. A futures
contract provides for the future sale by one party and purchase
by another party of a specified quantity of a commodity at a
specified price and time. When a purchase or sale of a futures
contract is made by a Fund, the Fund is required to deposit with
its custodian (or broker, if legally permitted) a specified
amount of cash or U.S. Government securities ("initial margin").
The margin required for a futures contract is set by the exchange
on which the contract is traded and may be modified during the
term of the contract. The initial margin is in the nature of a
performance bond or good faith deposit on the futures contract
which is returned to the Fund upon termination of the contract,
assuming all contractual obligations have been satisfied. A
futures contract held by the Fund is valued daily at the official
settlement price of the exchange on which it is traded. Each day
the Fund pays or receives cash, called "variation margin," equal
to the daily change in value of the futures contract. This
process is known as "marking to market." Variation margin does
not represent a borrowing or loan by a Fund but is instead a
settlement between the Fund and the broker of the amount one
would owe the other if the futures contract expired. In
computing daily net asset value, the Fund will mark-to-market its
open futures position.
A Fund is also required to deposit and maintain margin with
respect to put and call options on futures contracts written by
it. Such margin deposits will vary depending on the nature of
the underlying futures contract (and the related initial margin
requirements), the current market value of the option, and other
futures positions held by a Fund.
Although some futures contracts call for making or taking
delivery of the underlying securities, generally these
obligations are closed out prior to delivery of offsetting
purchases or sales of matching futures contracts (same exchange,
underlying security or index, and delivery month). If an
offsetting purchase price is less than the original sale price, a
Fund generally realizes a capital gain, or if it is more, the
Fund generally realizes a capital loss. Conversely, if an
offsetting sale price is more than the original purchase price, a
Fund generally realizes a capital gain, or if it is less, the
Fund generally realizes a capital loss. The transaction costs
must also be included in these calculations.
When purchasing a futures contract, a Fund will maintain
with its Custodian (and mark-to-market on a daily basis) cash,
U.S. Government securities, or other high grade debt securities
that, when added to the amounts deposited with a futures
commission merchant ("FCM") as margin, are equal to the market
value of the futures contract. Alternatively, a Fund may "cover"
its position by purchasing a put option on the same futures
contract with a strike price as high as or higher than the price
of the contract held by the Fund.
When selling a futures contact, a Fund will maintain with
its custodian in a segregated account (and mark-to-market on a
daily basis) cash or liquid securities that, when added to the
amounts deposited with an FCM as margin, are equal to the market
value of the instruments underlying the contract. Alternatively,
a Fund may "cover" its position by owning the instruments
underlying the contract (or, in the case of an index futures
contract, a portfolio with a volatility substantially similar to
that of the index on which the futures contract is based), or by
holding a call option permitting the Fund to purchase the same
futures contract at a price no higher than the price of the
contract written by that Fund (or at a higher price if the
difference is maintained in liquid assets with the Fund's
custodian).
When selling a call option on a futures contract, a Fund
will maintain with its custodian in a segregated account (and
mark-to-market on a daily basis) cash or liquid securities that,
when added to the amounts deposited with an FCM as margin, equal
the total market value of the futures contract underlying the
call option. Alternatively, a Fund may cover its position by
entering into a long position in the same futures contract at a
price no higher than the strike price of the call option, by
owning the instruments underlying the futures contract, or by
holding a separate call option permitting the Fund to purchase
the same futures contract at a price not higher than the strike
price of the call option sold by that Fund.
When selling a put option on a futures contract, a Fund will
maintain with its custodian (and mark-to-market on a daily basis)
cash, U.S. Government securities, or other highly liquid debt
securities that equal the purchase price of the futures contract
less any margin on deposit. Alternatively, a Fund may cover the
position either by entering into a short position in the same
futures contract, or by owning a separate put option permitting
it to sell the same futures contract so long as the strike price
of the purchased put option is the same or higher than the strike
price of the put option sold by the Fund.
The requirements for qualification as a regulated investment
company also may limit the extent to which a Fund may enter into
futures and futures options.
INTEREST RATE FUTURES CONTRACTS. A Fund may engage in
interest rate futures contracts transactions for hedging purposes
only. An interest rate futures contract is an agreement between
parties to buy or sell a specified debt security at a set price
on a future date. The financial instruments that underlie
interest rate futures contracts include long-term U.S. Treasury
bonds, U.S. Treasury notes, GNMA certificates, and three-month
U.S. Treasury bills. In the case of futures contracts traded on
U.S. exchanges, the exchange itself or an affiliated clearing
corporation assumes the opposite side of each transaction (i.e.,
as buyer or seller). A futures contract may be satisfied or
closed out by delivery or purchase, as the case may be in the
cash financial instrument or by payment of the change in the cash
value of the index. Frequently, using futures to effect a
particular strategy instead of using the underlying or related
security will result in lower transaction costs being incurred.
A Fund may sell interest rate futures contracts in order to
hedge its portfolio securities whose value may be sensitive to
changes in interest rates. In addition, a Fund could purchase
and sell these futures contracts in order to hedge its holdings
in certain common stocks (such as utilities, banks and savings
and loans) whose value may be sensitive to changes in interest
rates. A Fund could sell interest rate futures contracts in
anticipation of or during a market decline to attempt to offset
the decrease in market value of its securities that might
otherwise result. When a Fund is not fully invested in
securities, it could purchase interest rate futures in order to
gain rapid market exposure that may in part or entirely offset
increases in the cost of securities that it intends to purchase.
As such purchases are made, an equivalent amount of interest rate
futures contracts will be terminated by offsetting sales. In a
substantial majority of these transactions, a Fund would purchase
such securities upon termination of the futures position whether
the futures position results from the purchase of an interest
rate futures contract or the purchase of a call option on an
interest rate futures contract, but under unusual market
conditions, a futures position may be terminated without the
corresponding purchase of securities.
OPTIONS ON INTEREST RATE FUTURES CONTRACTS. For hedging
purposes, a Fund may also purchase and write put and call options
on interest rate futures contracts which are traded on a U.S.
exchange or board of trade and sell or purchase such options to
terminate an existing position. Options on interest rate futures
give the purchaser the right (but not the obligation), in return
for the premium paid, to assume a position in an interest rate
futures contract at a specified exercise price at a time during
the period of the option.
Transactions in options on interest rate futures would
enable a Fund to hedge against the possibility that fluctuations
in interest rates and other factors may result in a general
decline in prices of debt securities owned by the Fund. Assuming
that any decline in the securities being hedged is accomplished
by a rise in interest rates, the purchase of put options and sale
of call options on the futures contracts may generate gains which
can partially offset any decline in the value of the particular
Fund's portfolio securities which have been hedged. However, if
after a Fund purchases or sells an option on a futures contract,
the value of the securities being hedged moves in the opposite
direction from that contemplated, the Fund may experience losses
in the form of premiums on such options which would partially
offset gains the Fund would have.
FOREIGN CURRENCY FUTURES CONTRACTS AND RELATED OPTIONS. A
Fund may engage in foreign currency futures contracts and related
options transactions for hedging purposes. A foreign currency
futures contract provides for the future sale by one party and
purchase by another party of a specified quantity of a foreign
currency at a specified price and time.
An option on a foreign currency futures contract gives the
holder the right, in return for the premium paid, to assume a
long position (call) or short position (put) in a futures
contract at a specified exercise price at any time during the
period of the option. Upon the exercise of a call option, the
holder acquires a long position in the futures contract and the
writer is assigned the opposite short position. In the case of a
put option, the opposite is true.
A Fund may purchase call and put options on foreign
currencies as a hedge against changes in the value of the U.S.
dollar (or another currency) in relation to a foreign currency in
which portfolio securities of the Fund may be denominated. A
call option on a foreign currency gives the buyer the right to
buy, and a put option the right to sell, a certain amount of
foreign currency at a specified price during a fixed period of
time. A Fund may invest in options on foreign currency which are
either listed on a domestic securities exchange or traded on a
recognized foreign exchange.
In those situations where foreign currency options may not
be readily purchased (or where such options may be deemed
illiquid) in the currency in which the hedge is desired, the
hedge may be obtained by purchasing an option on a "surrogate"
currency, i.e., a currency where there is tangible evidence of a
direct correlation in the trading value of the two currencies. A
surrogate currency's exchange rate movements parallel that of the
primary currency. Surrogate currencies are used to hedge an
illiquid currency risk, when no liquid hedge instruments exist in
world currency markets for the primary currency.
A Fund will only enter into futures contracts and futures
options which are standardized and traded on a U.S. or foreign
exchange, board of trade, or similar entity or quoted on an
automated quotation system. A Fund will not enter into a futures
contract or purchase an option thereon if, immediately
thereafter, the aggregate initial margin deposits for futures
contracts held by the Fund plus premiums paid by it for open
futures option positions, less the amount by which any such
positions are "in-the-money," would exceed 5% of the liquidation
value of that Fund's portfolio (or the Fund's net asset value),
after taking into account unrealized profits and unrealized
losses on any such contracts the Fund has entered into. A call
option is "in-the-money" if the value of the futures contract
that is the subject of the option exceeds the exercise price. A
put option is "in the money" if the exercise price exceeds the
value of the futures contract that is the subject of the option.
For additional information about margin deposits required with
respect to futures contracts and options thereon, see "Futures
Contracts and Options on Futures Contracts."
RISKS ASSOCIATED WITH FUTURES AND RELATED OPTIONS. There
are several risks associated with the use of futures contracts
and futures options as hedging techniques. A purchase or sale of
a futures contract may result in losses in excess of the amount
invested in the futures contract. There can be no guarantee that
there will be a correlation between price movements in the
hedging vehicle and in a Fund's portfolio securities being
hedged. In addition, there are significant differences between
the securities and futures markets that could result in an
imperfect correlation between the markets, causing a given hedge
not to achieve its objectives. The degree of imperfection of
correlation depends on circumstances such as variations in
speculative market demand for futures and futures options on
securities, including technical influences in futures trading and
futures options, and differences between the financial
instruments being hedged and the instruments underlying the
standard contracts available for trading in such respects as
interest rate levels, maturities, and creditworthiness of
issuers. A decision as to whether, when and how to hedge
involves the exercise of skill and judgment, and even a well-
conceived hedge may be unsuccessful to some degree because of
market behavior or unexpected interest rate trends.
Futures exchanges may limit the amount of fluctuation
permitted in certain futures contract prices during a single
trading day. The daily limit establishes the maximum amount that
the price of a futures contract may vary either up or down from
the previous day's settlement price at the end of the current
trading session. Once the daily limit has been reached in a
futures contract subject to the limit, no more trades may be made
on that day at a price beyond that limit. The daily limit
governs only price movements during a particular trading day and
therefore does not limit potential losses because the limit may
work to prevent the liquidation of unfavorable positions. For
example, futures prices have occasionally moved to the daily
limit for several consecutive trading days with little or no
trading, thereby preventing prompt liquidation of positions and
subjecting some holders of futures contracts to substantial
losses.
There can be no assurance that a liquid market will exist at
a time when a Fund seeks to close out a futures or a futures
option position, and the Fund would remain obligated to meet
margin requirements until the position is closed. In addition,
there can be no assurance that an active secondary market will
continue to exist.
Currency futures contracts and options thereon may be traded
on foreign exchanges. Such transactions may not be regulated as
effectively as similar transactions in the United States; may not
involve a clearing mechanism and related guarantees; and are
subject to the risk of governmental actions affecting trading in,
or the prices of, foreign securities. The value of such position
also could be adversely affected by (i) other complex foreign
political, legal and economic factors, (ii) lesser availability
than in the United States of data on which to make trading
decisions, (iii) delays in a Fund's ability to act upon economic
events occurring in foreign markets during non business hours in
the United States, (iv) the imposition of different exercise and
settlement terms and procedures and margin requirements than in
the United States, and (v) lesser trading volume.
SECURITIES INDEX FUTURES CONTRACTS
A Fund may enter into securities index futures contracts as
an efficient means of regulating the Fund's exposure to the
equity markets. A Fund will not engage in transactions in
futures contracts for speculation but only as a hedge against
changes resulting from market conditions in the values of
securities held in the Fund's portfolio or which it intends to
purchase. An index futures contract is a contract to buy or sell
units of an index at a specified future date at a price agreed
upon when the contract is made. Entering into a contract to buy
units of an index is commonly referred to as purchasing a
contract or holding a long position in the index. Entering into
a contract to sell units of an index is commonly referred to as
selling a contract or holding a short position. The value of a
unit is the current value of the stock index. For example, the
S&P 500 Index is composed of 500 selected common stocks, most of
which are listed on the New York Stock Exchange (the "Exchange").
The S&P 500 Index assigns relative weightings to the 500 common
stocks included in the Index, and the Index fluctuates with
changes in the market values of the shares of those common
stocks. In the case of the S&P 500 Index, contracts are to buy
or sell 500 units. Thus, if the value of the S&P 500 Index were
$150, one contract would be worth $75,000 (500 units x $150).
The index futures contract specifies that no delivery of the
actual securities making up the index will take place. Instead,
settlement in cash must occur upon the termination of the
contract, with the settlement being the difference between the
contract price and the actual level of the stock index at the
expiration of the contract. For example, if a Fund enters into a
futures contract to buy 500 units of the S&P 500 Index at a
specified future date at a contract price of $150 and the S&P 500
Index is at $154 on that future date, a Fund will gain $2,000
(500 units x gain of $4). If a Fund enters into a futures
contract to sell 500 units of the stock index at a specified
future date at a contract price of $150 and the S&P 500 Index is
at $154 on that future date, the Fund will lose $2,000 (500 units
x loss of $4).
RISKS OF SECURITIES INDEX FUTURES. A Fund's success in
using hedging techniques depends, among other things, on IMI's
ability to predict correctly the direction and volatility of
price movements in the futures and options markets as well as in
the securities markets and to select the proper type, time and
duration of hedges. The skills necessary for successful use of
hedges are different from those used in the selection of
individual stocks.
A Fund's ability to hedge effectively all or a portion of
its securities through transactions in index futures (and
therefore the extent of its gain or loss on such transactions)
depends on the degree to which price movements in the underlying
index correlate with price movements in the Fund's securities.
Insofar as such securities do not duplicate the components of an
index, the correlation probably will not be perfect.
Consequently, a Fund will bear the risk that the prices of the
securities being hedged will not move in the same amount as the
hedging instrument. This risk will increase as the composition
of a Fund's portfolio diverges from the composition of the
hedging instrument.
Although a Fund intends to establish positions in these
instruments only when there appears to be an active market, there
is no assurance that a liquid market will exist at a time when
the Fund seeks to close a particular option or futures position.
Trading could be interrupted, for example, because of supply and
demand imbalances arising from a lack of either buyers or
sellers. In addition, the futures exchanges may suspend trading
after the price has risen or fallen more than the maximum amount
specified by the exchange. In some cases, a Fund may experience
losses as a result of its inability to close out a position, and
it may have to liquidate other investments to meet its cash
needs.
Although some index futures contracts call for making or
taking delivery of the underlying securities, generally these
obligations are closed out prior to delivery by offsetting
purchases or sales of matching futures contracts (same exchange,
underlying security or index, and delivery month). If an
offsetting purchase price is less than the original sale price, a
Fund generally realizes a capital gain, or if it is more, the
Fund generally realizes a capital loss. Conversely, if an
offsetting sale price is more than the original purchase price, a
Fund generally realizes a capital gain, or if it is less, the
Fund generally realizes a capital loss. The transaction costs
must also be included in these calculations.
A Fund will only enter into index futures contracts or
futures options that are standardized and traded on a U.S. or
foreign exchange or board of trade, or similar entity, or quoted
on an automated quotation system. A Fund will use futures
contracts and related options only for "bona fide hedging"
purposes, as such term is defined in applicable regulations of
the CFTC.
When purchasing an index futures contract, a Fund will
maintain with its custodian in a segregated account (and mark-to-
market on a daily basis) cash or liquid securities that, when
added to the amounts deposited with a futures commission merchant
("FCM") as margin, are equal to the market value of the futures
contract. Alternatively, a Fund may "cover" its position by
purchasing a put option on the same futures contract with a
strike price as high as or higher than the price of the contract
held by a Fund.
When selling an index futures contract, a Fund will maintain
with its custodian in a segregated account (and mark-to-market on
a daily basis) cash or liquid securities that, when added to the
amounts deposited with an FCM as margin, are equal to the market
value of the instruments underlying the contract. Alternatively,
a Fund may "cover" its position by owning the instruments
underlying the contract (or, in the case of an index futures
contract, a portfolio with a volatility substantially similar to
that of the index on which the futures contract is based), or by
holding a call option permitting a Fund to purchase the same
futures contract at a price no higher than the price of the
contract written by the Fund (or at a higher price if the
difference is maintained in liquid assets with the Fund's
custodian).
COMBINED TRANSACTIONS. A Fund may enter into multiple
transactions, including multiple options transactions, multiple
futures transactions, multiple currency transactions (including
forward currency contracts) and multiple interest rate
transactions and some combination of futures, options, currency
and interest rate transactions ("component" transactions),
instead of a single transaction, as part of a single or combined
strategy when, in the opinion of IMI, it is in the best interests
of a Fund to do so. A combined transaction will usually contain
elements of risk that are present in each of its component
transactions. Although combined transactions are normally
entered into based on IMI's judgment that the combined strategies
will reduce risk or otherwise more effectively achieve the
desired portfolio management goal, it is possible that the
combination will instead increase such risks or hinder
achievement of the management objective.
INVESTMENT-GRADE DEBT SECURITIES
Bonds rated Aaa by Moody's and AAA by S&P are judged to be
of the best quality (i.e., capacity to pay interest and repay
principal is extremely strong). Bonds rated Aa/AA are considered
to be of high quality (i.e., capacity to pay interest and repay
principal is very strong and differs from the highest rated
issues only to a small degree). Bonds rated A are viewed as
having many favorable investment attributes, but elements may be
present that suggest a susceptibility to the adverse effects of
changes in circumstances and economic conditions than debt in
higher rated categories. Bonds rated Baa/BBB (considered by
Moody's to be "medium grade" obligations) are considered to have
an adequate capacity to pay interest and repay principal, but
certain protective elements may be lacking (i.e., such bonds lack
outstanding investment characteristics and have some speculative
characteristics). A Fund may invest in debt securities that are
given an investment-grade rating by Moody's or S&P, and may also
invest in unrated debt securities that are considered by IMI to
be of comparable quality.
LOW-RATED DEBT SECURITIES
Ivy Bond Fund, Ivy Growth Fund and Ivy Growth with Income
Fund may invest in corporate debt securities rated Ba or lower by
Moody's, or BB or lower by S&P. A Fund will not, however, invest
in securities that, at the time of investment, are rated lower
than C by either Moody's or S&P. Securities rated lower than Baa
or BBB (and comparable unrated securities) are commonly referred
to as "high yield" or "junk" bonds and are considered to be
predominantly speculative with respect to the issuer's continuing
ability to meet principal and interest payments. The lower the
ratings of corporate debt securities, the more their risks render
them like equity securities. (See Appendix A for a more complete
description of the ratings assigned by Moody's and S&P and their
respective characteristics.)
While IMI may refer to ratings issued by established credit
rating agencies, it is not IMI's policy to rely exclusively on
such ratings, but rather to supplement such ratings with its own
independent and ongoing review of credit quality. A Fund's
achievement of its investment objective may, to the extent of its
investment in low-rated debt securities, be more dependent upon
IMI's credit analysis than would be the case if the Funds were
investing in higher quality bonds. Should the rating of a
portfolio security be downgraded, IMI will determine whether it
is in the relevant Fund's best interest to retain or dispose of
the security. However, should any individual bond held by a Fund
be downgraded below a rating of C, IMI currently intends to
dispose of such bond based on then existing market conditions.
The secondary market on which low-rated debt securities are
traded may be less liquid than the market for higher grade bonds.
Less liquidity in the secondary trading market could adversely
affect the price at which a Fund could sell a low-rated debt
security, and cause large fluctuations in the daily net asset
value of the Fund's shares. Adverse publicity and investor
perceptions, whether or not based on fundamental analysis, may
decrease the value and liquidity of low-rated debt securities,
especially in a thinly traded market. When secondary markets for
high yield securities become relatively less liquid, it may be
more difficult to value the securities, requiring additional
research and elements of judgment. Prices for low-rated debt
securities may be affected by legislative and regulatory
developments. (For example, Federal rules require savings and
loan institutions to reduce gradually their holdings of this type
of security).
INVESTMENT RESTRICTIONS
A Fund's investment objective, as set forth in the
Prospectus under "Investment Objectives and Policies," and the
investment restrictions set forth below are fundamental policies
of the Fund and may not be changed with respect to that Fund
without the approval of a majority (as defined in the 1940 Act)
of the outstanding voting shares of that Fund. Under these
restrictions, each of Ivy Emerging Growth Fund, Ivy Growth Fund
and Ivy Growth with Income Fund may not:
(i) purchase or sell real estate or commodities and
commodity contracts;
(ii) purchase securities on margin;
(iii) sell securities short;
(iv) participate in an underwriting or selling group in
connection with the public distribution of
securities except for its own capital stock;
(v) purchase from or sell to any of its officers or
trustees, or firms of which any of them are
members or which they control, any securities
(other than capital stock of the Fund), but such
persons or firms may act as brokers for the Fund
for customary commissions to the extent permitted
by the Investment Company Act of 1940;
(vi) make an investment in securities of companies in
any one industry (except obligations of domestic
banks or the U.S. Government, its agencies,
authorities, or instrumentalities) if such
investment would cause investments in such
industry to exceed 25% of the market value of the
Fund's total assets at the time of such
investment;
(vii) issue senior securities, except as appropriate to
evidence indebtedness which it is permitted to
incur, and except to the extent that shares of the
separate classes or series of the Trust may be
deemed to be senior securities; provided that
collateral arrangements with respect to currency-
related contracts, futures contracts, options or
other permitted investments, including deposits of
initial and variation margin, are not considered
to be the issuance of senior securities for
purposes of this restriction;
(viii) lend any funds or other assets, except that this
restriction shall not prohibit (a) the entry into
repurchase agreement or (b) the purchase of
publicly distributed bonds, debentures and other
securities of a similar type, or privately placed
municipal or corporate bonds, debentures and other
securities of a type customarily purchased by
institutional investors or publicly traded in the
securities markets;
(ix) borrow money, except for temporary purposes where
investment transactions might advantageously
require it. Any such loan may not be for a period
in excess of 60 days, and the aggregate amount of
all outstanding loans may not at any time exceed
10% of the value of the total assets of the Fund
at the time any such loan is made.
Under the 1940 Act, a Fund is permitted, subject to each
Fund's investment restrictions, to borrow money only from banks.
The Trust has no current intention of borrowing amounts in excess
of 5% of each the Fund's assets. Each of Ivy Emerging Growth
Fund, Ivy Growth Fund and Ivy Growth with Income Fund will
continue to interpret fundamental investment restriction (i)
above to prohibit investment in real estate limited partnership
interests; this restriction shall not, however, prohibit
investment in readily marketable securities of companies that
invest in real estate or interests therein, including REITs.
Further, as a matter of fundamental policy, each of Ivy Growth
Fund and Ivy Growth with Income Fund may not:
(i) invest more than 5% of the value of its total
assets in the securities of any one issuer (except
obligations of domestic banks or the U.S.
Government, its agencies, authorities and
instrumentalities);
(ii) purchase the securities of any other open-end
investment company, except as part of a plan of
merger or consolidation; or
(iii) hold more than 10% of the voting securities of any
one issuer (except obligations of domestic banks
or the U.S. Government, its agencies, authorities
and instrumentalities).
Further, as a matter of fundamental policy, each of Ivy Bond Fund
and Ivy Emerging Growth Fund may not:
(i) purchase securities of any one issuer (except U.S.
Government securities) if as a result more than 5%
of the Fund's total assets would be invested in
such issuer or the Fund would own or hold more
than 10% of the outstanding voting securities of
that issuer; provided, however, that up to 25% of
the value of the Fund's total assets may be
invested without regard to these limitations.
Further, as a matter of fundamental policy, Ivy Bond Fund may
not:
(i) Make investments in securities for the purpose of
exercising control over or management of the
issuer;
(ii) Borrow amounts in excess of 10% of its total
assets, taken at the lower of cost or market
value, and then only from banks as a temporary
measure for extraordinary or emergency purposes.
(iii) Purchase the securities of issuers conducting
their principal business activities in the same
industry if immediately after such purchase the
value of the Fund's investments in such industry
would exceed 25% of the value of the total assets
of the Fund;
(iv) Act as an underwriter of securities;
(v) Issue senior securities, except insofar as the
Fund may be deemed to have issued a senior
security in connection with any repurchase
agreement or any permitted borrowing.
(vi) Invest in real estate, real estate mortgage loans,
commodities, commodity futures contracts or
interests in oil, gas and/or mineral exploration
or development programs, although a Fund may
purchase and sell (a) securities which are secured
by real estate, (b) securities of issuers which
invest or deal in real estate, and (c) futures
contracts as described in a Fund's Prospectus;
(vii) Participate on a joint or a joint and several
basis in any trading account in securities. The
"bunching" of orders of the Fund--or of the Fund
and of other accounts under the investment
management of the persons rendering investment
advice to the Fund--for the sale or purchase of
portfolio securities shall not be considered
participation in a joint securities trading
account;
(viii) Purchase securities on margin, except such short-
term credits as are necessary for the clearance of
transactions. The deposit or payment by a Fund of
initial or variation margin in connection with
futures contracts or related options transactions
is not considered the purchase of a security on
margin;
(ix) Make loans, except that this restriction shall not
prohibit (a) the purchase and holding of a portion
of an issue of publicly distributed debt
securities, (b) the lending of portfolio
securities (provided that the loan is secured
continuously by collateral consisting of U.S.
Government securities or cash or cash equivalents
maintained on daily marked-to-market basis in an
amount at least equal to the current market value
of the securities loaned), or (c) entry into
repurchase agreements with banks or broker-
dealers;
(x) Mortgage, pledge, hypothecate or in any manner
transfer, as security for indebtedness, any
securities owned or held by the Fund (except as
may be necessary in connection with permitted
borrowings and then not in excess of 20% of the
Fund's total assets); provided, however, this does
not prohibit escrow, collateral or margin
arrangements in connection with its use of
options, short sales, futures contracts and
options on future contracts; or
(xi) Make short sales of securities or maintain a short
position.
ADDITIONAL RESTRICTIONS
Unless otherwise indicated, each Fund has adopted the
following additional restrictions, which are not fundamental and
which may be changed without shareholder approval, to the extent
permitted by applicable law, regulation or regulatory policy.
Under these restrictions, each Fund may not:
(i) purchase any security if, as a result, the Fund
would then have more than 5% of its total assets
(taken at current value) invested in securities of
companies (including predecessors) less than three
years old.
Further, as a matter of non-fundamental policy, each of Ivy
Emerging Growth Fund, Ivy Growth Fund and Ivy Growth with Income
Fund may not:
(i) invest in oil, gas or other mineral leases or
exploration or development programs;
(ii) engage in the purchase and sale of puts, calls,
straddles or spreads (except to the extent
described in the Prospectus and in this SAI);
(iii) invest in companies for the purpose of exercising
control of management; or
(iv) invest more than 5% of its total assets in
warrants, valued at the lower of cost or market,
or more than 2% of its total assets in warrants,
so valued, which are not listed on either the New
York or American Stock Exchanges.
Further, as a matter of non-fundamental policy, each of Ivy
Growth Fund and Ivy Growth with Income Fund may not:
(i) invest more than 5% of the value of its total
assets in the securities of issuers which are not
readily marketable.
Further, as a matter of non-fundamental policy, each of Ivy Bond
Fund and Ivy Emerging Growth Fund may not:
(i) invest more than 10% of its net assets taken at
market value at the time of investment in
"illiquid securities." Illiquid securities may
include securities subject to legal or contractual
restrictions on resale (including private
placements), repurchase agreements maturing in
more than seven days, certain options traded over
the counter that the Fund has purchased,
securities being used to cover certain options
that a fund has written, securities for which
market quotations are not readily available, or
other securities which legally or in IMI's
opinion, subject to the Board's supervision, may
be deemed illiquid, but shall not include any
instrument that, due to the existence of a trading
market, to the Fund's compliance with certain
conditions intended to provide liquidity, or to
other factors, is liquid.
Further, as a matter of non-fundamental policy, Ivy Emerging
Growth Fund may not:
(i) purchase securities of other investment companies,
except in connection with a merger, consolidation
or sale of assets, and except that it may purchase
shares of other investment companies subject to
such restrictions as may be imposed by the 1940
Act and rules thereunder or by any state in which
its shares are registered.
Further, as a matter of non-fundamental policy, Ivy Bond Fund may
not:
(i) purchase or sell real estate limited partnership
interests; or
(ii) purchase or sell interests in oil, gas or mineral
leases (other than securities of companies that
invest in or sponsor such programs).
Whenever an investment objective, policy or restriction set
forth in the Prospectus or this SAI states a maximum percentage
of assets that may be invested in any security or other asset or
describes a policy regarding quality standards, such percentage
limitation or standard shall, unless otherwise indicated, apply
to a Fund only at the time a transaction is entered into.
Accordingly, if a percentage limitation is adhered to at the time
of investment, a later increase or decrease in the percentage
which results from circumstances not involving any affirmative
action by a Fund, such as a change in market conditions or a
change in the Fund's asset level or other circumstances beyond
that Fund's control, will not be considered a violation.
ADDITIONAL RIGHTS AND PRIVILEGES
The Trust offers, and (except as noted below) bears the cost
of providing, to investors the following rights and privileges.
The Trust reserves the right to amend or terminate any one or
more of these rights and privileges. Notice of amendments to or
terminations of rights and privileges will be provided to
shareholders in accordance with applicable law.
Certain of the rights and privileges described below refer
to funds, other than the Funds, whose shares are also distributed
by Ivy Mackenzie Distributors, Inc. ("IMDI"). These funds are:
Ivy Canada Fund, Ivy China Region Fund, Ivy Global Fund, Ivy
International Fund, Ivy Latin America Strategy Fund, Ivy New
Century Fund, Ivy International Bond Fund, Ivy Global Science &
Technology Fund, Ivy Global Natural Resources Fund, Ivy Asia
Pacific Fund, Ivy International Small Companies Fund, Ivy
International Fund II, Ivy Pan-Europe Fund and Ivy Money Market
Fund (the other fourteen series of the Trust). Shareholders
should obtain a current prospectus before exercising any right or
privilege that may relate to these funds.
As of September 5, 1997, shares of the four funds that
comprised Mackenzie Series Trust (a separately registered
investment company formerly in the Ivy Mackenzie group of funds)
are no longer available for purchase or exchange.
AUTOMATIC INVESTMENT METHOD
The Automatic Investment Method, which enables a Fund
shareholder to have specified amounts automatically drawn each
month from his or her bank for investment in Fund shares, is
available for all classes of shares, except Class I. The minimum
initial and subsequent investment under this method is $250 per
month, (except in the case of a tax qualified retirement plan for
which the minimum initial and subsequent investment is $25 per
month). A shareholder may terminate the Automatic Investment
Method at any time upon delivery to Ivy Mackenzie Services Corp.
("IMSC") of telephone instructions or written notice. See
"Automatic Investment Method" in the Prospectus. To begin the
plan, complete Sections 6A and 7B of the Account Application.
EXCHANGE OF SHARES
As described in the Prospectus, Advisor Class shareholders
of each Fund have an exchange privilege with other Ivy funds
(except Ivy International Fund). Before effecting an exchange,
shareholders should obtain and read the currently effective
prospectus for the fund into which the exchange is to be made.
Advisor Class shareholders may exchange their outstanding
Advisor Class shares for Advisor Class shares of another Ivy fund
on the basis of the relative net asset value per Advisor Class
share. The minimum value of Advisor Class shares that may be
exchanged into an Ivy fund in which shares are not already held
is $10,000. No exchange out of a Fund (other than by a complete
exchange of all Fund shares) may be made if it would reduce the
shareholder's interest in the Advisor Class shares of the Fund to
less than $10,000. Exchanges are available only in states where
the exchange can legally be made.
Each exchange will be made on the basis of the relative net
asset value per share of the Ivy funds involved in the exchange
next computed following receipt by IMSC of telephone instructions
by IMSC or a properly executed request. Exchanges, whether
written or telephonic, must be received by IMSC by the close of
regular trading on the Exchange (normally 4:00 p.m., eastern
time) to receive the price computed on the day of receipt.
Exchange requests received after that time will receive the price
next determined following receipt of the request. The exchange
privilege may be modified or terminated at any time, upon at
least 60 days' notice to the extent required by applicable law.
See "Redemptions."
An exchange of shares between any of the Ivy funds will
result in a taxable gain or loss. Generally, this will be a
capital gain or loss (long-term or short-term, depending on the
holding period of the shares) in the amount of the difference
between the net asset value of the shares surrendered and the
shareholder's tax basis for those shares. However, in certain
circumstances, shareholders will be ineligible to take sales
charges into account in computing taxable gain or loss on an
exchange. See "Taxation."
With limited exceptions, gain realized by a tax-deferred
retirement plan will not be taxable to the plan and will not be
taxed to the participant until distribution. Each investor
should consult his or her tax adviser regarding the tax
consequences of an exchange transaction.
RETIREMENT PLANS
Shares may be purchased in connection with several types of
tax-deferred retirement plans. Shares of more than one fund
distributed by IMDI may be purchased in a single application
establishing a single plan account, and shares held in such an
account may be exchanged among the Ivy funds in accordance with
the terms of the applicable plan and the exchange privilege
available to all shareholders. Initial and subsequent purchase
payments in connection with tax-deferred retirement plans must be
at least $25 per participant.
The following fees will be charged to individual shareholder
accounts as described in the retirement prototype plan document:
Retirement Plan New Account Fee no fee
Retirement Plan Annual Maintenance Fee $10.00 per account
For shareholders whose retirement accounts are diversified
across several Ivy funds, the annual maintenance fee will be
limited to not more than $20.
The following discussion describes the tax treatment of
certain tax-deferred retirement plans under current Federal
income tax law. State income tax consequences may vary. An
individual considering the establishment of a retirement plan
should consult with an attorney and/or an accountant with respect
to the terms and tax aspects of the plan.
INDIVIDUAL RETIREMENT ACCOUNTS: Shares of the Trust may be
used as a funding medium for an Individual Retirement Account
("IRA"). Eligible individuals may establish an IRA by adopting a
model custodial account available from IMSC, who may impose a
charge for establishing the account. Individuals should consult
their tax advisers before investing IRA assets in a Fund (which
primarily distributes exempt-interest dividends).
An individual who has not reached age 70-1/2 and who
receives compensation or earned income is eligible to contribute
to an IRA, whether or not he or she is an active participant in a
retirement plan. An individual who receives a distribution from
another IRA, a qualified retirement plan, a qualified annuity
plan or a tax-sheltered annuity or custodial account ("403(b)
plan") that qualifies for "rollover" treatment is also eligible
to establish an IRA by rolling over the distribution either
directly or within 60 days after its receipt. Tax advice should
be obtained in connection with planning a rollover contribution
to an IRA.
In general, an eligible individual may contribute up to the
lesser of $2,000 or 100% of his or her compensation or earned
income to an IRA each year. If a husband and wife are both
employed, and both are under age 70-1/2, each may set up his or
her own IRA within these limits. If both earn at least $2,000
per year, the maximum potential contribution is $4,000 per year
for both. For years after 1996, the result is similar even if
one spouse has no earned income; if the joint earned income of
the spouses is at least $4,000, a contribution of up to $2,000
may be made to each spouse's IRA. For years before 1997,
however, if one spouse has (or elects to be treated as having) no
earned income for IRA purposes for a year, the working spouse may
contribute up to the lesser of $2,250 or 100% of his or her
compensation or earned income for the year to IRAs for both
spouses, provided that no more than $2,000 is contributed to the
IRA of one spouse. Rollover contributions are not subject to
these limits.
An individual may deduct his or her annual contributions to
an IRA in computing his or her Federal income tax within the
limits described above, provided he or she (or his or her spouse,
if they file a joint Federal income tax return) is not an active
participant in a qualified retirement plan (such as a qualified
corporate, sole proprietorship, or partnership pension, profit
sharing, 401(k) or stock bonus plan), qualified annuity plan,
403(b) plan, simplified employee pension, or governmental plan.
If he or she (or his or her spouse) is an active participant, a
full deduction is only available if he or she has adjusted gross
income that is less than a specified level ($40,000 for married
couples filing a joint return, $25,000 for single individuals,
and $0 for a married individual filing a separate return). The
deduction is phased out ratably for active participants with
adjusted gross income between certain levels ($40,000 and $50,000
for married individuals filing a joint return, $25,000 and
$35,000 for single individuals, and $0 and $10,000 for married
individuals filing separate returns). Individuals who are active
participants with income above the specified phase-out level may
not deduct their IRA contributions. Rollover contributions are
not includible in income for Federal income tax purposes and
therefore are not deductible from it.
Generally, earnings on an IRA are not subject to current
Federal income tax until distributed. Distributions attributable
to tax-deductible contributions and to IRA earnings are taxed as
ordinary income. Distributions of non-deductible contributions
are not subject to Federal income tax. In general, distributions
from an IRA to an individual before he or she reaches age 59-1/2
are subject to a nondeductible penalty tax equal to 10% of the
taxable amount of the distribution. The 10% penalty tax does not
apply to amounts withdrawn from an IRA after the individual
reaches age 59-1/2, becomes disabled or dies, or if withdrawn in
the form of substantially equal payments over the life or life
expectancy of the individual and his or her designated benefi-
ciary, if any, or rolled over into another IRA, or, for years
after 1996, amounts withdrawn and used to pay for deductible
medical expenses and amounts withdrawn by certain unemployed
individuals not in excess of amounts paid for certain health
insurance premiums. Distributions must begin to be withdrawn not
later than April 1 of the calendar year following the calendar
year in which the individual reaches age 70-1/2. Failure to take
certain minimum required distributions will result in the
imposition of a 50% non-deductible penalty tax. Extremely large
distributions in any one year (other than 1997, 1998 or 1999)
from an IRA (or from an IRA and other retirement plans) may also
result in a penalty tax.
QUALIFIED PLANS: For those self-employed individuals who
wish to purchase shares of one or more Ivy funds through a
qualified retirement plan, a Custodial Agreement and a Retirement
Plan are available from IMSC. The Retirement Plan may be adopted
as a profit sharing plan or a money purchase pension plan. A
profit sharing plan permits an annual contribution to be made in
an amount determined each year by the self-employed individual
within certain limits prescribed by law. A money purchase
pension plan requires annual contributions at the level specified
in the Custodial Agreement. There is no set-up fee for qualified
plans and the annual maintenance fee is $20.00 per account.
In general, if a self-employed individual has any common law
employees, employees who have met certain minimum age and service
requirements must be covered by the Retirement Plan. A self-
employed individual generally must contribute the same percentage
of income for common law employees as for himself or herself.
A self-employed individual may contribute up to the lesser
of $30,000 or 25% of compensation or earned income to a money
purchase pension plan or to a combination profit sharing and
money purchase pension plan arrangement each year on behalf of
each participant. To be deductible, total contributions to a
profit sharing plan generally may not exceed 15% of the total
compensation or earned income of all participants in the plan,
and total contributions to a combination money purchase-profit
sharing arrangement generally may not exceed 25% of the total
compensation or earned income of all participants. The amount of
compensation or earned income of any one participant that may be
included in computing the deduction is limited (generally to
$150,000 for benefits accruing in plan years beginning after
1993, with annual inflation adjustments). A self-employed
individual's contributions to a retirement plan on his or her own
behalf must be deducted in computing his or her earned income.
Corporate employers may also adopt the Custodial Agreement
and Retirement Plan for the benefit of their eligible employees.
Similar contribution and deduction rules apply to corporate
employers.
Distributions from the Retirement Plan generally are made
after a participant's separation from service. A 10% penalty tax
generally applies to distributions to an individual before he or
she reaches age 59-1/2, unless the individual (1) has reached age
55 and separated from service; (2) dies; (3) becomes disabled;
(4) uses the withdrawal to pay tax-deductible medical expenses;
(5) takes the withdrawal as part of a series of substantially
equal payments over his or her life expectancy or the joint life
expectancy of himself or herself and a designated beneficiary; or
(6) rolls over the distribution.
The Transfer Agent will arrange for Investors Bank & Trust
to furnish custodial services to the employer and any
participating employees.
DEFERRED COMPENSATION FOR PUBLIC SCHOOLS AND CHARITABLE
ORGANIZATIONS ("403(B)(7) ACCOUNT"): Section 403(b)(7) of the
Internal Revenue Code of 1986, as amended (the "Code") permits
public school systems and certain charitable organizations to use
mutual fund shares held in a custodial account to fund deferred
compensation arrangements with their employees. A custodial
account agreement is available for those employers whose
employees wish to purchase shares of the Trust in conjunction
with such an arrangement. The special application for a
403(b)(7) Account is available from IMSC.
Distributions from the 403(b)(7) Account may be made only
following death, disability, separation from service, attainment
of age 59-1/2, or incurring a financial hardship. A 10% penalty
tax generally applies to distributions to an individual before he
or she reaches age 59-1/2, unless the individual (1) has reached
age 55 and separated from service; (2) dies or becomes disabled;
(3) uses the withdrawal to pay tax-deductible medical expenses;
(4) takes the withdrawal as part of a series of substantially
equal payments over his or her life expectancy or the joint life
expectancy of himself or herself and a designated beneficiary; or
(5) rolls over the distribution. There is no set-up fee for
403(b)(7) Accounts and the annual maintenance fee is $20.00 per
account.
SIMPLIFIED EMPLOYEE PENSION ("SEP") IRAS: An employer may
deduct contributions to a SEP up to the lesser of $30,000 or 15%
of compensation. SEP accounts generally are subject to all rules
applicable to IRA accounts, except the deduction limits, and are
subject to certain employee participation requirements. No new
salary reduction SEPs ("SARSEPs") may be established after 1996,
but existing SARSEPs may continue to be maintained, and non-
salary reduction SEPs may continue to be established as well as
maintained after 1996.
SIMPLE PLANS: An employer may establish a SIMPLE IRA or a
SIMPLE 401(k) for years after 1996. An employee can make pre-tax
salary reduction contributions to a SIMPLE Plan, up to $6,000 a
year. Subject to certain limits, the employer will either match
a portion of employee contributions, or will make a contribution
equal to 2% of each employee's compensation without regard to the
amount the employee contributes. An employer cannot maintain a
SIMPLE Plan for its employees if any contributions or benefits
are credited to those employees under any other qualified
retirement plan maintained by the employer.
SYSTEMATIC WITHDRAWAL PLAN
A shareholder may establish a Systematic Withdrawal Plan (a
"Withdrawal Plan"), by telephone instructions or by delivery to
IMSC of a written election to have his or her shares withdrawn
periodically (minimum distribution amount -- $50), accompanied by
a surrender to IMSC of all share certificates then outstanding in
such shareholder's name, properly endorsed by the shareholder.
To be eligible to elect a Withdrawal Plan, a shareholder must
continually maintain an account balance of at least $10,000 in
his or her account. Additional investments made by investors
participating in a Withdrawal Plan must equal at least $250 each
while the Withdrawal Plan is in effect. A Withdrawal Plan may
not be established if the investor is currently participating in
the Automatic Investment Method. A Withdrawal Plan may involve
the depletion of a shareholder's principal, depending on the
amount withdrawn.
A redemption under a Withdrawal Plan is a taxable event.
Shareholders contemplating participating in a Withdrawal Plan
should consult their tax advisers.
An investor may terminate his or her participation in the
Withdrawal Plan at any time by delivering written notice to IMSC.
If all shares held by the investor are liquidated at any time,
participation in the Withdrawal Plan will terminate
automatically. The Trust or IMSC may terminate the Withdrawal
Plan option at any time after reasonable notice to shareholders.
GROUP SYSTEMATIC INVESTMENT PROGRAM
Shares of each Fund (except Ivy Bond Fund) may be purchased
in connection with investment programs established by employee or
other groups using systematic payroll deductions or other
systematic payment arrangements. The Trust does not itself
organize, offer or administer any such programs. However, it
may, depending upon the size of the program, waive the minimum
initial and additional investment requirements for purchases by
individuals in conjunction with programs organized and offered by
others. Unless shares of a Fund are purchased in conjunction
with IRAs (see "How to Buy Shares" in the Prospectus), such group
systematic investment programs are not entitled to special tax
benefits under the Code. The Trust reserves the right to refuse
purchases at any time or suspend the offering of shares in
connection with group systematic investment programs, and to
restrict the offering of shareholder privileges, such as check
writing, simplified redemptions and other optional privileges, as
described in the Prospectus, to shareholders using group
systematic investment programs.
With respect to each shareholder account established on or
after September 15, 1972 under a group systematic investment
program, the Trust and IMI each currently charge a maintenance
fee of $3.00 (or portion thereof) that for each twelve-month
period (or portion thereof) that the account is maintained. The
Trust may collect such fee (and any fees due to IMI) through a
deduction from distributions to the shareholders involved or by
causing on the date the fee is assessed a redemption in each such
shareholder account sufficient to pay such fee. The Trust
reserves the right to change these fees from time to time without
advance notice.
BROKERAGE ALLOCATION
Subject to the overall supervision of the President and the
Board, IMI places orders for the purchase and sale of each Fund's
portfolio securities. All portfolio transactions are effected at
the best price and execution obtainable. Purchases and sales of
debt securities are usually principal transactions and therefore,
brokerage commissions are usually not required to be paid by the
particular Fund for such purchases and sales (although the price
paid generally includes undisclosed compensation to the dealer).
The prices paid to underwriters of newly-issued securities
usually include a concession paid by the issuer to the
underwriter, and purchases of after-market securities from
dealers normally reflect the spread between the bid and asked
prices. In connection with OTC transactions, IMI attempts to
deal directly with the principal market makers, except in those
circumstances where IMI believes that a better price and
execution are available elsewhere.
IMI selects broker-dealers to execute transactions and
evaluates the reasonableness of commissions on the basis of
quality, quantity, and the nature of the firms' professional
services. Commissions to be charged and the rendering of
investment services, including statistical, research, and
counseling services by brokerage firms, are factors to be
considered in the placing of brokerage business. The types of
research services provided by brokers may include general
economic and industry data, and information on securities of
specific companies. Research services furnished by brokers
through whom the Trust effects securities transactions may be
used by IMI in servicing all of its accounts. In addition, not
all of these services may be used by IMI in connection with the
services it provides to a particular Fund or the Trust. IMI may
consider sales of shares of a Fund as a factor in the selection
of broker-dealers and may select broker-dealers who provide it
with research services. IMI will not, however, execute brokerage
transactions other than at the best price and execution.
During the fiscal year ended June 30, 1994, during the six-
month period ended December 31, 1994 and during the fiscal years
ended December 31, 1995 and 1996, Ivy Bond Fund paid brokerage
commissions of $175,688, $42,425, $20,912 and $398, respectively.
During the fiscal years ended December 31, 1994, 1995 and
1996, Ivy Emerging Growth Fund paid brokerage commissions of
$83,831, $302,892 and $426,676, respectively.
During the fiscal years ended December 31, 1994, 1995 and
1996, Ivy Growth Fund paid brokerage commissions of $265,471,
$666,385 and $883,583, respectively.
During the fiscal years ended December 31, 1994, 1995 and
1996, Ivy Growth with Income Fund paid brokerage commissions of
$34,028, $192,913 and $293,827, respectively.
Each Fund may, under some circumstances, accept securities
in lieu of cash as payment for Fund shares. Each of these Funds
will accept securities only to increase its holdings in a
portfolio security or to take a new portfolio position in a
security that IMI deems to be a desirable investment for each the
Fund. While no minimum has been established, it is expected that
each the Fund will not accept securities having an aggregate
value of less than $1 million. The Trust may reject in whole or
in part any or all offers to pay for the Fund shares with
securities and may discontinue accepting securities as payment
for the Fund shares at any time without notice. The Trust will
value accepted securities in the manner and at the same time
provided for valuing portfolio securities of each the Fund, and
the Fund shares will be sold for net asset value determined at
the same time the accepted securities are valued. The Trust will
only accept securities delivered in proper form and will not
accept securities subject to legal restrictions on transfer. The
acceptance of securities by the Trust must comply with the
applicable laws of certain states.
TRUSTEES AND OFFICERS
The Trustees and Executive Officers of the Trust, their
business addresses and principal occupations during the past five
years are:
POSITION
WITH THE BUSINESS AFFILIATIONS
NAME, ADDRESS, AGE TRUST AND PRINCIPAL OCCUPATIONS
John S. Anderegg, Jr. Trustee Chairman, Dynamics Research
60 Concord Street Corp. (instruments and
Wilmington, MA 01887 controls); Director, Burr-
Age: 73 Brown Corp. (operational
amplifiers); Director,
Metritage Incorporated
(level measuring
instruments).
Paul H. Broyhill Trustee Chairman, BMC Fund, Inc.
800 Hickory Blvd. (1983-present); Chairman,
Golfview Park-Box 500 Broyhill Family Foundation,
Lenoir, NC 28645 Inc. (1983-Present);
Age: 73 Chairman and President,
Broyhill Investments, Inc.
(1983-present); Chairman,
Broyhill Timber Resources
(1983-present); Management
of a personal portfolio of
fixed-income and equity
investments (1983-present);
Director of The Mackenzie
Funds Inc. (1988-1995).
Stanley Channick Trustee President and Chief
11 Bala Avenue Executive Officer, The
Bala Cynwyd, PA 19004 Whitestone Corporation
Age: 73 (insurance agency);
Chairman, Scott Management
Company (administrative
services for insurance
companies); President, The
Channick Group (consultants
to insurance companies and
national trade
associations); Director of
The Mackenzie Funds Inc.
(1994-1995).
Frank W. DeFriece, Jr. Trustee Director, Manager and Vice
The Landmark Centre President, Director and
113 Landmark Lane, Fund Manager, Massengill-
Suite B DeFriece Foundation
Bristol, TN 37620-2285 (charitable organization)
Age: 76 (1950-present); Trustee and
Vice Chairman, East
Tennessee Public
Communications Corp. (WSJK-
TV) (1984-present);
Director of The Mackenzie
Funds Inc. (1987-1995).
Roy J. Glauber Trustee Mallinckrodt Professor of
Lyman Laboratory Physics, Harvard
of Physics University (1974-present).
Harvard University
Cambridge, MA 02138
Age: 71
Michael G. Landry Trustee President, Chief Executive
700 South Federal Hwy. and Officer and Director of
Suite 300 Chairman Mackenzie Investment
Boca Raton, FL 33432 Management Inc. (1987-
Age: 50 present); President,
[*Deemed to be an Director and Chairman of
"interested person" Ivy Management Inc. (1992-
of the Trust, as present); Chairman and
defined under the Director of Ivy Mackenzie
1940 Act.] Services Corp.(1993-
present); Chairman and
Director of Ivy Mackenzie
Distributors, Inc. (1994-
present); Director and
President of Ivy Mackenzie
Distributors, Inc. (1993-
1994); Director and
President of The Mackenzie
Funds Inc. (1987-1995).
Joseph G. Rosenthal Trustee Chartered Accountant
110 Jardin Drive (1958-present); Director of
Unit #12 The Mackenzie Funds Inc.
Concord, Ontario Canada (1987-1995).
L4K 2T7
Age: 62
Richard N. Silverman Trustee Director, Newton-Wellesley
18 Bonnybrook Road Hospital; Director, Beth
Waban, MA 02168 Israel Hospital; Director,
Age: 73 Boston Ballet; Director,
Boston Children's Museum;
Director, Brimmer and May
School.
J. Brendan Swan Trustee President, Airspray
4701 North Federal Hwy. International, Inc.;
Suite 465 Joint Managing Director,
Pompano Beach, FL 33064 Airspray International
Age: 67 B.V. (an environmentally
sensitive packaging
company); Director of
Polyglass LTD.; Director,
The Mackenzie Funds Inc.
(1992-1995).
Keith J. Carlson Trustee Senior Vice President of
700 South Federal Hwy. and Mackenzie Investment
Suite 300 President Management, Inc. (1996
Boca Raton, FL 33432 -present); Senior Vice
Age: 40 President and Director of
[*Deemed to be an Mackenzie Investment
"interested person" Management, Inc. (1994
of the Trust, as -1996); Senior Vice
defined under the President and Treasurer of
1940 Act.] Mackenzie Investment
Management, Inc. (1989-
1994); Senior Vice
President and Director of
Ivy Management Inc. (1994-
present); Senior Vice
President, Treasurer and
Director of Ivy Management
Inc. (1992-1994); Vice
President of The Mackenzie
Funds Inc. (1987-1995);
Senior Vice President and
Director, Ivy Mackenzie
Services Corp. (1996-
present); President and
Director of Ivy Mackenzie
Services Corp. (1993-1996);
President, Chief Executive
Officer and Director of Ivy
Mackenzie Distributors,
Inc. (1994-present);
Executive Vice President
and Director of Ivy
Mackenzie Distributors,
Inc. (1993-1994).
C. William Ferris Secretary/ Senior Vice President,
700 South Federal Hwy. Treasurer Chief Financial Officer
Suite 300 and Secretary/Treasurer
Boca Raton, FL 33432 of Mackenzie Investment
Age: 52 Management Inc. (1995-
present); Senior Vice
President, Finance and
Administration/Compliance
Officer of Mackenzie
Investment Management Inc.
(1989-1994); Senior Vice
President, Secretary/
Treasurer and Clerk of Ivy
Management Inc. (1994-
present); Vice President,
Finance/Administration and
Compliance Officer of Ivy
Management Inc. (1992-
1994); Senior Vice
President, Secretary/
Treasurer and Director of
Ivy Mackenzie Distributors,
Inc. (1994-present);
Secretary/Treasurer and
Director of Ivy Mackenzie
Distributors, Inc. (1993-
1994); President and
Director of Ivy Mackenzie
Services Corp. (1996-
present); Secretary/
Treasurer and Director of
Ivy Mackenzie Services
Corp. (1993-1996);
Secretary/Treasurer of The
Mackenzie Funds Inc. (1993-
1995).
James W. Broadfoot Vice Executive Vice President,
700 South Federal Hwy. President Ivy Management Inc. (1996-
Suite 300 present); Senior Vice
Boca Raton, FL 33432 President, Ivy Management,
Age: 54 Inc. (1992-1996); Director
and Senior Vice President,
Mackenzie Investment
Management Inc. (1995-
present); Senior Vice
President, Mackenzie
Investment Management Inc.
(1990-1995).
PERSONAL INVESTMENTS BY EMPLOYEES OF IMI
Employees of IMI are permitted to make personal securities
transactions, subject to the requirements and restrictions set
forth in IMI's Code of Ethics. The Code of Ethics is designed to
identify and address certain conflicts of interest between
personal investment activities and the interests of investment
advisory clients such as the Fund. Among other things, the Code
of Ethics, which generally complies with standards recommended by
the Investment Company Institute's Advisory Group on Personal
Investing, prohibits certain types of transactions absent prior
approval, applies to portfolio managers, traders, research
analysts and others involved in the investment advisory process,
and imposes time periods during which personal transactions may
not be made in certain securities, and requires the submission of
duplicate broker confirmations and monthly reporting of
securities transactions. Exceptions to these and other
provisions of the Code of Ethics may be granted in particular
circumstances after review by appropriate personnel.
COMPENSATION TABLE
IVY FUND
(FISCAL YEAR ENDED DECEMBER 31, 1996)
TOTAL
PENSION OR COMPENSA-
RETIREMENT TION FROM
BENEFITS ESTIMATED TRUST AND
AGGREGATE ACCRUED AS ANNUAL FUND COM-
COMPENSA- PART OF BENEFITS PLEX PAID
NAME, TION FUND UPON TO
POSITION FROM TRUST EXPENSES RETIREMENT TRUSTEES
John S. $7,419 N/A N/A $10,000
Anderegg, Jr.
(Trustee)
Paul H. $7,419 N/A N/A $10,000
Broyhill
(Trustee)
Keith J. $0 N/A N/A $0
Carlson[**]
(Trustee and
President)
Stanley $4,949 N/A N/A $10,000
Channick[*]
(Trustee)
Frank W. $7,419 N/A N/A $10,000
DeFriece, Jr.
(Trustee)
Roy J. $7,419 N/A N/A $10,000
Glauber[*]
(Trustee)
Michael G. $0 N/A N/A $0
Landry
(Trustee and
Chairman of
the Board)
Joseph G. $7,419 N/A N/A $10,000
Rosenthal
(Trustee)
Richard N. $10,000 N/A N/A $10,000
Silverman
(Trustee)
J. Brendan $7,419 N/A N/A $10,000
Swan
(Trustee)
C. William $0 N/A N/A $0
Ferris
(Secretary/Treasurer)
[*] Appointed as a Trustee of the Trust at a meeting of the
Board held on February 10, 1996.
[**] Appointed as a Trustee of the Trust at a meeting of the
Board held on December 7, 1996.
As of October 20, 1997, the Officers and Trustees of the
Trust as a group owned beneficially less than 1% of the
outstanding Class A, Class B, Class C and Class I shares of the
Funds. No Advisor Class shares had been issued as of that date.
INVESTMENT ADVISORY AND OTHER SERVICES
BUSINESS MANAGEMENT AND INVESTMENT ADVISORY SERVICES
IMI provides business management and investment advisory
services to each Fund pursuant to a Business Management and
Investment Advisory Agreement (the "Agreement"). The Agreement
was approved by the respective sole shareholder of Ivy Bond Fund
on December 31, 1994 and of Ivy Emerging Growth Fund on April 30,
1993 and by the respective shareholders of Ivy Growth Fund and
Ivy Growth with Income Fund on December 30, 1991. Prior to the
approval by the respective shareholders or sole shareholder of
each Fund, the Agreement was approved on September 29, 1994 with
respect to Ivy Bond Fund, on February 19, 1993 with respect to
Ivy Emerging Growth Fund and October 28, 1991 with respect to Ivy
Growth Fund and Ivy Growth with Income Fund by the Board,
including a majority of the Trustees who are neither "interested
persons" (as defined in the 1940 Act) of the Trust nor have any
direct or indirect financial interest in the operation of the
distribution plan (see "Distribution Services") or in any related
agreement (the "Independent Trustees").
Until December 31, 1994, MIMI served as the investment
adviser to Ivy Bond Fund, which was a series of Mackenzie Series
Trust until it was reorganized as a series of the Trust on
December 31, 1994. On December 31, 1994, MIMI's interest in the
Agreement with respect to Ivy Bond Fund was assigned by MIMI to
IMI, which is a wholly owned subsidiary of MIMI. The provisions
of the Agreement remain unchanged by IMI's succession to MIMI
thereunder. MIMI, a Delaware corporation, has approximately 10%
of its outstanding common stock listed for trading on the TSE.
MIMI is a subsidiary of Mackenzie Financial Corporation ("MFC"),
150 Bloor Street West, Toronto, Ontario, Canada, a public
corporation organized under the laws of Ontario whose shares are
listed for trading on The TSE. MFC is registered in Ontario as a
mutual fund dealer and advises Ivy Canada Fund and Ivy Global
Natural Resources Fund. IMI currently acts as manager and
investment adviser to the following additional investment
companies registered under the 1940 Act (other than the Funds):
Ivy China Region Fund, Ivy Global Fund, Ivy International Fund,
Ivy Latin America Strategy Fund, Ivy New Century Fund, Ivy
International Bond Fund, Ivy Global Science & Technology Fund,
Ivy International Small Companies Fund, Ivy International Fund
II, Ivy Asia Pacific Fund, Ivy Pan-Europe Fund and Ivy Money
Market Fund.
The Agreement obligates IMI to make investments for the
accounts of each Fund in accordance with its best judgment and
within the investment objectives and restrictions set forth in
the Prospectus, the 1940 Act and the provisions of the Code
relating to regulated investment companies, subject to policy
decisions adopted by the Board. IMI also determines the
securities to be purchased or sold by these Funds and places
orders with brokers or dealers who deal in such securities.
Under the Agreement, IMI also provides certain business
management services. IMI is obligated to (1) coordinate with
each Fund's Custodian and monitor the services it provides to
that Fund; (2) coordinate with and monitor any other third
parties furnishing services to each Fund; (3) provide each Fund
with necessary office space, telephones and other communications
facilities as are adequate for the particular Fund's needs;
(4) provide the services of individuals competent to perform
administrative and clerical functions that are not performed by
employees or other agents engaged by the particular Fund or by
IMI acting in some other capacity pursuant to a separate
agreement or arrangements with the Fund; (5) maintain or
supervise the maintenance by third parties of such books and
records of the Trust as may be required by applicable Federal or
state law; (6) authorize and permit IMI's directors, officers and
employees who may be elected or appointed as trustees or officers
of the Trust to serve in such capacities; and (7) take such other
action with respect to the Trust, after approval by the Trust as
may be required by applicable law, including without limitation
the rules and regulations of the SEC and of state securities
commissions and other regulatory agencies.
Ivy Bond Fund pays IMI a monthly fee for providing business
management and investment advisory services at an annual rate of
0.75% of the first $100 million of the Fund's average net assets,
reduced to 0.50% of the Fund's average net assets in excess of
$100 million. Ivy Emerging Growth Fund and Ivy Growth Fund each
pay IMI a monthly fee for providing business management and
investment advisory services at an annual rate of 0.85% of each
Fund's average net assets. Ivy Growth with Income Fund pays IMI
a monthly fee for providing business management and investment
advisory services at an annual rate of 0.75% of the Funds average
net assets.
For the fiscal year ended June 30, 1994, for the six-month
period ended December 31, 1994 and for the fiscal years ended
December 31, 1995 and 1996, Ivy Bond Fund paid IMI $984,110,
$445,111 and $848,778 and $781,647, respectively (of which IMI
reimbursed $0, $10,764 and $2,615 and $0, respectively, pursuant
to required expense limitations).
During the fiscal years ended December 31, 1994, 1995 and
1996, Ivy Emerging Growth Fund paid IMI $168,819, $318,186 and
$657,579, respectively (of which IMI reimbursed $3,923, $0 and
$0, respectively, pursuant to voluntary expense limitations).
For the fiscal years ended December 31, 1994, 1995 and 1996,
Ivy Growth Fund paid IMI $2,133,471, $2,278,390 and $2,608,378,
respectively (of which IMI reimbursed $285,510, $11,680 and
$12,486, respectively, pursuant to voluntary expense
limitations).
For the fiscal years ended December 31, 1994, 1995 and 1996,
Ivy Growth with Income Fund paid IMI $277,991, $515,787 and
$629,322, respectively.
Under the Agreement, the Trust pays the following expenses:
(1) the fees and expenses of the Trust's Independent Trustees;
(2) the salaries and expenses of any of the Trust's officers or
employees who are not affiliated with IMI; (3) interest expenses;
(4) taxes and governmental fees, including any original issue
taxes or transfer taxes applicable to the sale or delivery of
shares or certificates therefor; (5) brokerage commissions and
other expenses incurred in acquiring or disposing of portfolio
securities; (6) the expenses of registering and qualifying shares
for sale with the SEC and with various state securities
commissions; (7) accounting and legal costs; (8) insurance
premiums; (9) fees and expenses of the Trust's Custodian and
Transfer Agent and any related services; (10) expenses of
obtaining quotations of portfolio securities and of pricing
shares; (11) expenses of maintaining the Trust's legal existence
and of shareholders' meetings; (12) expenses of preparation and
distribution to existing shareholders of periodic reports, proxy
materials and prospectuses; and (13) fees and expenses of
membership in industry organizations.
IMI currently limits Ivy Emerging Market Fund's total
operating expenses (excluding Rule 12b-1 fees, interest, taxes,
brokerage commissions, litigation and indemnification expenses,
and other extraordinary expenses) to an annual rate of 1.95% of
the Fund's average net assets, which may lower that Fund's
expenses and increase its yield. The Fund's expense limitation
may be terminated or revised at any time, at which time its
expenses may increase and its yield may be reduced.
On August 23-24, 1996, the Board (including a majority of
the Independent Trustees) last approved the continuance of the
Agreement with respect to each of Ivy Bond Fund, Ivy Emerging
Growth Fund, Ivy Growth Fund and Ivy Growth with Income Fund.
Each Agreement will continue in effect with respect to each Fund
from year to year, or for more than the initial period, as the
case may be, only so long as the continuance is specifically
approved at least annually (i) by the vote of a majority of the
Independent Trustees and (ii) either (a) by the vote of a
majority of the outstanding voting securities (as defined in the
1940 Act) of the particular Fund or (b) by the vote of a majority
of the entire Board. If the question of continuance of the
Agreements (or adoption of any new agreement) is presented to
shareholders, continuance (or adoption) shall be effected only if
approved by the affirmative vote of a majority of the outstanding
voting securities of the particular Fund. See "Capitalization
and Voting Rights."
Each Agreement may be terminated with respect to a
particular Fund at any time, without payment of any penalty, by
the vote of a majority of the Board, or by a vote of a majority
of the outstanding voting securities of that Fund, on 60 days'
written notice to IMI, or by IMI on 60 days' written notice to
the Trust. The Agreement shall terminate automatically in the
event of its assignment.
DISTRIBUTION SERVICES
IMDI, a wholly owned subsidiary of MIMI, serves as the
exclusive distributor of the Funds' shares pursuant to an Amended
and Restated Distribution Agreement with the Trust dated October
23, 1991, as amended from time to time (the "Distribution
Agreement"). The Distribution Agreement was last approved by the
Board on August 25, 1996. IMDI distributes shares of the Funds
through broker-dealers who are members of the National
Association of Securities Dealers, Inc. and who have executed
dealer agreements with IMDI. IMDI distributes shares of the
Funds on a continuous basis, but reserves the right to suspend or
discontinue distribution on that basis. IMDI is not obligated to
sell any specific amount of Fund shares.
Under the Distribution Agreement, each Fund bears, among
other expenses, the expenses of registering and qualifying its
shares for sale under federal and state securities laws and
preparing and distributing to existing shareholders periodic
reports, proxy materials and prospectuses.
Each Distribution Agreement will continue in effect for
successive one-year periods, provided that such continuance is
specifically approved at least annually by the vote of a majority
of the Independent Trustees, cast in person at a meeting called
for that purpose and by the vote of either a majority of the
entire Board or a majority of the outstanding voting securities
of each Fund. Each Distribution Agreement may be terminated with
respect to a particular Fund at any time, without payment of any
penalty, by IMDI on 60 days' written notice to the particular
Fund or by a Fund by vote of either a majority of the outstanding
voting securities of the Fund or a majority of the Independent
Trustees on 60 days' written notice to IMDI. Each Distribution
Agreement shall terminate automatically in the event of its
assignment.
IMDI may make payments for distribution assistance and
for administrative and accounting services from resources that
may include the management fees paid by a Fund. IMDI also may
make payments to unaffiliated broker-dealers for services
rendered in the distribution of each Fund's shares. To qualify
for such payments, shares may be subject to a minimum holding
period. However, no such payments will be made to any dealer or
broker if at the end of each year the amount of shares held does
not exceed a minimum amount. The minimum holding period and
minimum level of holdings will be determined from time to time by
IMDI.
If a Distribution Agreement is terminated (or not renewed)
with respect to any of the Ivy funds (or class of shares
thereof), each may continue in effect with respect to any other
fund (or Class of shares thereof) as to which it has not been
terminated (or have been renewed).
RULE 18F-3 PLAN. On February 23, 1995, the SEC adopted Rule
18f-3 under the 1940 Act, which permits a registered open-end
investment company to issue multiple classes of shares in
accordance with a written plan approved by the investment
company's board of directors/trustees and filed with the SEC. At
a meeting held on December 1-2, 1995, the Board adopted a multi-
class plan (the "Rule 18f-3 plan") on behalf of each Fund. At a
meeting held on December 7, 1996, the Board last approved the
Rule 18f-3 plan on behalf of each Fund. The key features of the
Rule 18f-3 plan are as follows: (i) shares of each class of a
Fund represent an equal pro rata interest in that 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 Prospectus, shares of a
particular class of a Fund may be exchanged for shares of the
same class of another Ivy fund; and (iii) a Fund's Class B
shares will convert automatically into Class A shares of that
Fund after a period of eight years, based on the relative net
asset value of such shares at the time of conversion.
CUSTODIAN
Pursuant to a Custodian Agreement with the Trust, Brown
Brothers Harriman & Co. (the "Custodian"), a private bank and
member of the principal securities exchanges, located at 40 Water
Street, Boston, Massachusetts 02109 (the "Custodian"), maintains
custody of the assets of each Fund held in the United States.
Rules adopted under the 1940 Act permit the Trust to maintain its
foreign securities and cash in the custody of certain eligible
foreign banks and securities depositories. Pursuant to those
rules, Brown Brothers has entered into subcustodial agreements
for the holding of each Fund's foreign securities. With respect
to each Fund, Brown Brothers may receive, as partial payment for
its services, a portion of the Trust's brokerage business,
subject to its ability to provide best price and execution.
FUND ACCOUNTING SERVICES
Pursuant to a Fund Accounting Services Agreement, MIMI
provides certain accounting and pricing services for each Fund.
As compensation for those services, Ivy Bond Fund pays MIMI a
monthly fee plus out-of-pocket expenses as incurred. The monthly
fee is based upon the net assets of the particular Fund at the
preceding month end at the following rates: $1,000 when the net
assets are less than $20 million; $1,500 when the net assets are
$20 to $75 million; $4,000 when the net assets are $75 to $100
million; and $6,000 when the net assets are over $100 million.
As compensation for those services, Ivy Growth Fund, Ivy Growth
with Income Fund and Ivy Emerging Growth Fund each pays MIMI a
monthly fee plus out-of-pocket expenses as incurred. The monthly
fee is based upon the net assets of the particular Fund at the
preceding month end at the following rates: $1,250 when net
assets are $10 million and under; $2,500 when net assets are $20
over $10 million to $40 million; $5,000 when net assets are over
$40 million to $75 million; and $6,500 when net assets are over
$75 million.
For the fiscal year ended June 30, 1994, the six months
ended December 31, 1994 and the fiscal years ended December 31,
1995 and 1996, Ivy Bond Fund paid $85,737, $45,015, $102,160 and
$95,017, respectively, to MIMI under such agreement. During the
fiscal years ended December 31, 1994, 1995 and 1996, Ivy Emerging
Growth Fund paid MIMI $31,948, $45,324 and $89,558, respectively,
under such agreement. During the fiscal years ended December 31,
1994, 1995 and 1996, Ivy Growth Fund paid MIMI $103,232, $103,945
and $131,740, respectively under such agreement. During the
fiscal years ended December 31, 1994, 1995 and 1996, Ivy Growth
with Income Fund paid MIMI $33,702, $60,915 and $87,182,
respectively, pursuant to such agreement.
TRANSFER AGENT AND DIVIDEND PAYING AGENT
Pursuant to a Transfer Agency and Shareholder Service
Agreement, IMSC, a wholly owned subsidiary of MIMI, is the
transfer agent for each Fund. Under the Agreement, each Fund
pays a monthly fee at an annual rate of $20.00 per open Advisor
Class account. In addition, each Fund pays a monthly fee at an
annual rate of $4.48 per account that is closed plus certain out-
of-pocket expenses. Certain broker-dealers that maintain
shareholder accounts with a Fund through an omnibus account
provide transfer agent and other shareholder-related services
that would otherwise be provided by IMSC if the individual
accounts that comprise the omnibus account were opened by their
beneficial owners directly. IMSC pays such broker-dealers a per
account fee for each open account within the omnibus account, or
a fixed rate (e.g., .10%) fee, based on the average daily net
asset value of the omnibus account (or a combination thereof).
ADMINISTRATOR
Pursuant to an Administrative Services Agreement, MIMI
provides certain administrative services to each Fund. As
compensation for these services, each Fund pays MIMI a monthly
fee at the annual rate of .10% of the average daily net asset
value of its Advisor Class shares.
AUDITORS
Coopers & Lybrand L.L.P., independent certified public
accountants, 200 East Las Olas Boulevard, Suite 1700, Ft.
Lauderdale, Florida 33301, has been selected as auditors for the
Trust. The audit services performed by Coopers & Lybrand L.L.P.,
include audits of the annual financial statements of each of the
funds of the Trust. Other services provided principally relate
to filings with the SEC and the preparation of the Funds' tax
returns.
CAPITALIZATION AND VOTING RIGHTS
The capitalization of the Trust consists of an unlimited
number of shares of beneficial interest (no par value per share).
When issued, shares of each class of each Fund are fully paid,
non-assessable, redeemable and fully transferable. No class of
shares of a Fund has preemptive rights or subscription rights.
The Amended and Restated Declaration of Trust permits the
Trustees to create separate series or portfolios and to divide
any series or portfolio into one or more classes. The Trustees
have authorized eighteen series, each of which represents a fund.
The Trustees have further authorized the issuance of Classes A,
B, C and the Advisor Class for Ivy Global Fund, Ivy Growth Fund,
Ivy Emerging Growth Fund, Ivy Growth with Income Fund, Ivy Money
Market Fund, Ivy China Region Fund, Ivy Latin America Strategy
Fund, Ivy New Century Fund, Ivy International Fund, Ivy Canada
Fund, Ivy Bond Fund, Ivy Global Science & Technology Fund, Ivy
Global Natural Resources Fund, Ivy International Small Companies
Fund, Ivy Asia Pacific Fund, Ivy International Fund II, Ivy Pan-
Europe Fund and Ivy International Bond Fund, as well Class I for
Ivy International Fund, Ivy International Fund II, Ivy Global
Science & Technology Fund, Ivy International Small Companies Fund
and Ivy Bond Fund, and Class D for Ivy Growth with Income Fund.
[FN][The Class D shares of Ivy Growth with Income Fund were
initially issued as "Ivy Growth with Income Fund -- Class C" to
shareholders of Mackenzie Growth & Income Fund, a former series
of the Company, in connection with the reorganization between
that fund and Ivy Growth with Income Fund, and are not offered
for sale to the public. On February 29, 1996, the Trustees of
the Trust resolved by written consent to establish a new class of
shares designated as "Class C" for all Ivy Fund portfolios, and
to redesignate the shares of beneficial interest of "Ivy Growth
with Income Fund--Class C" as shares of beneficial interest of
"Ivy Growth with Income Fund--Class D," which establishment and
redesignation, respectively, became effective on April 30, 1996.
The voting, dividend, liquidation and other rights, preferences,
powers, restrictions, limitations, qualifications, terms and
conditions of the Class D shares of Ivy Growth with Income Fund,
as set forth in Ivy Fund's Declaration of Trust, as amended from
time to time, will not be changed by this redesignation.]
Shareholders have the right to vote for the election of
Trustees of the Trust and on any and all matters on which they
may be entitled to vote by law or by the provisions of the
Trust's By-Laws. The Trust is not required to hold a regular
annual meeting of shareholders, and it does not intend to do so.
Shares of each class of each Fund entitle their holders to one
vote per share (with proportionate voting for fractional shares).
Shareholders of a Fund are entitled to vote alone on matters that
only affect that Fund. All classes of shares of a Fund will vote
together, except with respect to the distribution plan applicable
to the Fund's Class A, Class B or Class C shares or when a class
vote is required by the 1940 Act. On matters relating to all
funds of the Trust, but affecting the funds differently, separate
votes by the shareholders of each fund are required. Approval of
an investment advisory agreement and a change in fundamental
policies would be regarded as matters requiring separate voting
by the shareholders of each fund of the Trust. If the Trustees
determine that a matter does not affect the interests of a Fund,
then the shareholders of that Fund will not be entitled to vote
on that matter. Matters that affect the Trust in general, such
as ratification of the selection of independent public
accountants, will be voted upon collectively by the shareholders
of all funds of the Trust.
As used in this SAI and the Prospectus, the phrase "majority
vote of the outstanding shares" of a Fund means the vote of the
lesser of: (1) 67% of the shares of that Fund (or of the Trust)
present at a meeting if the holders of more than 50% of the
outstanding shares are present in person or by proxy; or (2) more
than 50% of the outstanding shares of that Fund (or of the
Trust).
With respect to the submission to shareholder vote of a
matter requiring separate voting by a Fund, the matter shall have
been effectively acted upon with respect to that Fund if a
majority of the outstanding voting securities of that Fund votes
for the approval of the matter, notwithstanding that: (1) the
matter has not been approved by a majority of the outstanding
voting securities of any other fund of the Trust; or (2) the
matter has not been approved by a majority of the outstanding
voting securities of the Trust.
The Amended and Restated Declaration of Trust provides that
the holders of not less than two-thirds of the outstanding shares
of the Trust may remove a person serving as trustee either by
declaration in writing or at a meeting called for such purpose.
The Trustees are required to call a meeting for the purpose of
considering the removal of a person serving as Trustee if
requested in writing to do so by the holders of not less than 10%
of the outstanding shares of the Trust. Shareholders will be
assisted in communicating with other shareholders in connection
with the removal of a Trustee as if Section 26(c) of the Act were
applicable.
The Trust's shares do not have cumulative voting rights and
accordingly the holders of more than 50% of the outstanding
shares could elect the entire Board, in which case the holders of
the remaining shares would not be able to elect any Trustees.
To the knowledge of the Trust, as of September 30, 1997, no
shareholder owned beneficially or of record 5% or more of any
Fund's outstanding Class A, Class B or Class I shares, except
that of the outstanding class B shares of Ivy Bond Fund, Merrill
Lynch Pierce Fenner & Smith, 4800 Deer Lake Drive East, 3rd
Floor, Jacksonville, FL 32246, owned of record 179,994.520 shares
(17.47%); and except that of the outstanding Class B shares of
Ivy Emerging Growth Fund, Merrill Lynch Pierce Fenner & Smith,
4800 Deer Lake Drive East, 3rd Floor, Jacksonville, FL 32246,
owned of record 315,393.000 shares (17.72%); and except that of
the outstanding Class B shares of Ivy Growth Fund, IBT CUST IRA
FBO Glenn E. Pattyson, P.O. Box 11, Terrace Bay, Ontario, Canada,
POT 2W0, owned of record 16,058.530 shares (7.17%); and except
that of the outstanding Class C shares of Ivy Bond Fund, Merrill
Lynch Pierce Fenner & Smith, 4800 Deer Lake Drive East, 3rd
Floor, Jacksonville, FL 32246, owned of record 131,013.000 shares
(47.60%), and CTY Carbonic Sales and SVC, Inc., Louis Morgan,
P.O. Box 25842, Oklahoma City, OK 73125, owned of record
18,618.307 shares (6.76%); and except that of the outstanding
Class C shares of Ivy Emerging Growth Fund, Merrill Lynch Pierce
Fenner & Smith, 4800 Deer Lake Drive East, 3rd Floor,
Jacksonville, FL 32246, owned of record 113,748.000 shares
(31.38%); and except that of the outstanding Class C shares of
Ivy Growth Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive East, 3rd Floor, Jacksonville, FL 32246, owned of
record 2,484.000 shares (36.29%), Rafter L. Cattle Co., HCR 77
#441, Uvalde, TX 78801, owned of record 2,460.130 shares
(35.94%), Martin S. Sawyer & Ruth C. Sawyer TTEE, 2301 Fremont
Drive, Sarasota, FL 34238-3016, owned of record 506.023 shares
(7.39%), and Painewebber FBO William G. Thomas, P.O. Box 3321,
Weehawken, NJ 07087-8154, owned of record 389.000 shares (5.68%);
and except that of the outstanding Class C shares of Ivy Growth
With Income Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive East, 3rd Floor, Jacksonville, FL 32246, owned of
record 3,389.000 shares (16.38%), Anthony L. Bassano & Marie E.
Bassano, 8934 Bari Court, Port Richie, FL 34668, owned of record
2,842.845 shares (13.74%), IBT CUST IRA FBO Vytautas Snieckus,
1250 E. 276th Street, Euclid, OH 44132, owned of record 2,349.000
shares (11.35%), IBT CUST 403(B) FBO Carol E. Greivell, 8629 N.
Servite #109, Milwaukee, WI 53223, owned of record 1,872.713
shares (9.05%), Donaldson Lufkin Jenrette Securities Corporation
Inc., P.O. Box 2052, Jersey City, NJ 07303-9998, owned of record
1,476.436 shares (7.13%), IBT CUST 403(B) FBO Helen Jankowski,
41993 VIA Renate, Temecula, CA 92591, owned of record 1,253.543
shares (6.05%), and Marsha L. Yarbrough, RT 2 Box 548, West
Blocton, AL 36184, owned of record 1,238.917 shares (5.98%).
Under Massachusetts law, the Trust's shareholders could,
under certain circumstances, be held personally liable for the
obligations of the Trust. However, the Amended and Restated
Declaration of Trust disclaims liability of the shareholders,
Trustees or officers of the Trust for acts or obligations of the
Trust, which are binding only on the assets and property of the
Trust, and requires that notice of the disclaimer be given in
each contract or obligation entered into or executed by the Trust
or its Trustees. The Amended and Restated Declaration of Trust
provides for indemnification out of Fund property for all loss
and expense of any shareholder of a Fund held personally liable
for the obligations of that Fund. The risk of a shareholder of
the Trust incurring financial loss on account of shareholder
liability is limited to circumstances in which the Trust itself
would be unable to meet its obligations and, thus, should be
considered remote. No series of the Trust is liable for the
obligations of any other series of the Trust. However, because
the Prospectus pertains to more than one Fund, it is possible
that one of the Funds to which the Prospectus pertains might
become liable for any misstatement, inaccuracy, or incomplete
disclosure in the Prospectus concerning any other Fund to which
the Prospectus pertains.
NET ASSET VALUE
The share price, or value, for the separate Classes of
shares of a Fund is called the net asset value per share. The
net asset value per share of a Fund is computed by dividing the
value of the assets of that Fund, less its liabilities, by the
number of shares of the particular Fund outstanding. For
purposes of determining the aggregate net assets of a Fund, cash
and receivables will be valued at their realizable amounts. A
security listed or traded on a recognized stock exchange or
NASDAQ is valued at its last sale price on the principal exchange
on which the security is traded. The value of a foreign security
is determined in its national currency as of the normal close of
trading on the foreign exchange on which it is traded or as of
the close of regular trading on the Exchange, if that is earlier,
and that value is then converted into its U.S. dollar equivalent
at the foreign exchange rate in effect at noon, eastern time, on
the day the value of the foreign security is determined. If no
sale is reported at that time, the average between the current
bid and asked price is used. All other securities for which OTC
market quotations are readily available are valued at the average
between the current bid and asked price. Interest will be
recorded as accrued. Securities and other assets for which
market prices are not readily available are valued at fair value
as determined by IMI and approved in good faith by the Board.
Money market instruments of the Fund are valued at amortized
cost, which approximates money market value.
A Fund's liabilities are allocated between its Classes. The
total of such liabilities allocated to a Class plus that Class's
distribution fee and any other expenses specially allocated to
that Class are then deducted from the Class's proportionate
interest in that Fund's assets, and the resulting amount for each
Class is divided by the number of shares of that Class
outstanding to produce the net asset value per share.
Portfolio securities are valued and net asset value per
share is determined as of the close of regular trading on the
Exchange (normally 4:00 p.m., eastern time), every Monday through
Friday (exclusive of national business holidays). The Trust's
offices will be closed, and net asset value will not be
calculated, on the following national business holidays: New
Year's Day, President's Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
On those days when either or both of the Funds' Custodian or the
Exchange close early as a result of such day being a partial
holiday or otherwise, the Trust reserves the right to advance the
time on that day by which purchase and redemption requests must
be received.
When a Fund writes an option, an amount equal to the premium
received by that Fund is included in that Fund's Statement of
Assets and Liabilities as an asset and as an equivalent
liability. The amount of the liability will be subsequently
marked-to-market daily to reflect the current market value of the
option written. The current market value of a written option is
the last sale on the principal exchange on which such option is
traded or, in the absence of a sale, the last offering price.
The premium paid by a Fund for the purchase of a call or a
put option will be deducted from its assets and an equal amount
will be included in the asset section of that Fund's Statement of
Assets and Liabilities as an investment and subsequently adjusted
to the current market value of the option. For example, if the
current market value of the option exceeds the premium paid, the
excess would be unrealized appreciation and, conversely, if the
premium exceeds the current market value, such excess would be
unrealized depreciation. The current market value of a purchased
option will be the last sale price on the principal exchange on
which the option is traded or, in the absence of a sale, the last
bid price. If a Fund exercises a call option which it has
purchased, the cost of the security which that Fund purchased
upon exercise will be increased by the premium originally paid.
The sale of shares of a Fund will be suspended during any
period when the determination of its net asset value is suspended
pursuant to rules or orders of the SEC and may be suspended by
the Board whenever in its judgment it is in the best interest of
the particular Fund to do so.
PORTFOLIO TURNOVER
Each Fund purchases securities that are believed to have
above average potential for capital appreciation. Common stocks
are disposed of in situations where it is believed that potential
for such appreciation has lessened or that other common stocks
have a greater potential. Therefore, a Fund may purchase and
sell securities without regard to the length of time the security
is to be, or has been, held. A change in securities held by a
Fund is known as "portfolio turnover" and may involve the payment
by that Fund of dealer markup or underwriting commission and
other transaction costs on the sale of securities, as well as on
the reinvestment of the proceeds in other securities. A Fund's
portfolio turnover rate is calculated by dividing the lesser of
purchases or sales of portfolio securities for the most recently
completed fiscal year by the monthly average of the value of the
portfolio securities owned by the Fund during that year. For
purposes of determining a Fund's portfolio turnover rate, all
securities whose maturities at the time of acquisition were one
year or less are excluded. The annual portfolio turnover rates
for the Funds are provided in the Prospectus under "The Funds'
Financial Highlights."
REDEMPTIONS
Shares of each Fund are redeemed at their net asset value
next determined after a proper redemption request has been
received by IMSC.
Unless a shareholder requests that the proceeds of any
redemption be wired to his or her bank account, payment for
shares tendered for redemption is made by check within seven days
after tender in proper form, except that the Trust reserves the
right to suspend the right of redemption or to postpone the date
of payment upon redemption beyond seven days, (i) for any period
during which the Exchange is closed (other than customary weekend
and holiday closings) or during which trading on the Exchange is
restricted, (ii) for any period during which an emergency exists
as determined by the SEC as a result of which disposal of
securities owned by a Fund is not reasonably practicable or it is
not reasonably practicable for the Fund to fairly determine the
value of its net assets, or (iii) for such other periods as the
SEC may by order permit for the protection of shareholders of a
Fund.
Under unusual circumstances, when the Board deems it in the
best interest of a Fund's shareholders, the Fund may make payment
for shares repurchased or redeemed in whole or in part in
securities of that Fund taken at current values. If any such
redemption in kind is to be made, each Fund intends to make an
election pursuant to Rule 18f-1 under the 1940 Act. This will
require the particular Fund to redeem with cash at a
shareholder's election in any case where the redemption involves
less than $250,000 (or 1% of that Fund's net asset value at the
beginning of each 90-day period during which such redemptions are
in effect, if that amount is less than $250,000). Should payment
be made in securities, the redeeming shareholder may incur
brokerage costs in converting such securities to cash.
The Trust may redeem those Advisor Class accounts of
shareholders who have maintained an investment of less than
$10,000 in a Fund for a period of more than 12 months. All
Advisor Class accounts below that minimum will be redeemed
simultaneously when MIMI deems it advisable. The $10,000 balance
will be determined by actual dollar amounts invested by the
shareholder, unaffected by market fluctuations. The Trust will
notify any such shareholder by certified mail of its intention to
redeem such account, and the shareholder shall have 60 days from
the date of such letter to invest such additional sums as shall
raise the value of such account above that minimum. Should the
shareholder fail to forward such sum within 60 days of the date
of the Trust's letter of notification, the Trust will redeem the
shares held in such account and transmit the redemption in value
thereof to the shareholder. However, those shareholders who are
investing pursuant to the Automatic Investment Method will not be
redeemed automatically unless they have ceased making payments
pursuant to the plan for a period of at least six consecutive
months, and these shareholders will be given six-months' notice
by the Trust before such redemption. Shareholders in a qualified
retirement, pension or profit sharing plan who wish to avoid tax
consequences must "rollover" any sum so redeemed into another
qualified plan within 60 days. The Trustees of the Trust may
change the minimum account size.
If a shareholder has given authorization for telephonic
redemption privilege, shares can be redeemed and proceeds sent by
Federal wire to a single previously designated bank account.
Delivery of the proceeds of a wire redemption request of $250,000
or more may be delayed by a Fund for up to seven days if deemed
appropriate under then-current market conditions. The Trust
reserves the right to change this minimum or to terminate the
telephonic redemption privilege without prior notice. The Trust
cannot be responsible for the efficiency of the Federal wire
system of the shareholder's dealer of record or bank. The
shareholder is responsible for any charges by the shareholder's
bank.
Each Fund employs reasonable procedures that require
personal identification prior to acting on redemption or exchange
instructions communicated by telephone to confirm that such
instructions are genuine. In the absence of such instructions, a
Fund may be liable for any losses due to unauthorized or
fraudulent telephone instructions.
TAXATION
The following is a general discussion of certain tax rules
thought to be applicable with respect to the Funds. It is merely
a summary and is not an exhaustive discussion of all possible
situations or of all potentially applicable taxes. Accordingly,
shareholders and prospective shareholders should consult a
competent tax advisor about the tax consequences to them of
investing in the Funds.
Each Fund intends to be taxed as a regulated investment
company under Subchapter M of the Code. Accordingly, each Fund
must, among other things, (a) derive in each taxable year at
least 90% of its gross income from dividends, interest, payments
with respect to certain securities loans, and gains from the sale
or other disposition of stock, securities or foreign currencies,
or other income derived with respect to its business of investing
in such stock, securities or currencies; (b) for taxable years
beginning before 1998, derive in each taxable year less than 30%
of its gross income from the sale or other disposition of certain
assets held less than three months, namely: (i) stock or
securities; (ii) options, futures, or forward contracts (other
than those on foreign currencies); or (iii) foreign currencies
(or options, futures, or forward contracts on foreign currencies)
that are not directly related to the particular Fund's principal
business of investing in stock or securities (or options and
futures with respect to stock or securities) (the "30%
Limitation"); and (c) diversify its holdings so that, at the end
of each fiscal quarter, (i) at least 50% of the market value of
the particular Fund's assets is represented by cash, U.S.
Government securities, the securities of other regulated
investment companies and other securities, with such other
securities limited, in respect of any one issuer, to an amount
not greater than 5% of the value of the particular Fund's total
assets and 10% of the outstanding voting securities of such
issuer, and (ii) not more than 25% of the value of its total
assets is invested in the securities of any one issuer (other
than U.S. Government securities and the securities of other
regulated investment companies).
As a regulated investment company, each Fund generally will
not be subject to U.S. Federal income tax on its income and gains
that it distributes to shareholders, if at least 90% of its
investment company taxable income (which includes, among other
items, dividends, interest and the excess of any short-term
capital gains over long-term capital losses) for the taxable year
is distributed. Each Fund intends to distribute all such income.
Amounts not distributed on a timely basis in accordance with
a calendar year distribution requirement are subject to a
nondeductible 4% excise tax at the Fund level. To avoid the tax,
each Fund must distribute during each calendar year, (1) at least
98% of its ordinary income (not taking into account any capital
gains or losses) for the calendar year, (2) at least 98% of its
capital gains in excess of its capital losses (adjusted for
certain ordinary losses) for a one-year period generally ending
on October 31 of the calendar year, and (3) all ordinary income
and capital gains for previous years that were not distributed
during such years. To avoid application of the excise tax, each
Fund intends to make distributions in accordance with the
calendar year distribution requirements. A distribution will be
treated as paid on December 31 of the current calendar year if it
is declared by the particular Fund in October, November or
December of the year with a record date in such a month and paid
by that Fund during January of the following year. Such
distributions will be taxable to shareholders in the calendar
year the distributions are declared, rather than the calendar
year in which the distributions are received.
OPTIONS, FUTURES AND FOREIGN CURRENCY FORWARD CONTRACTS
The taxation of equity options and OTC options on debt
securities is governed by Code section 1234. Pursuant to Code
section 1234, the premium received by a Fund for selling a put or
call option is not included in income at the time of receipt. If
the option expires, the premium is short-term capital gain to the
Fund. If the Fund enters into a closing transaction, the
difference between the amount paid to close out its position and
the premium received is short-term capital gain or loss. If a
call option written by a Fund is exercised, thereby requiring the
Fund to sell the underlying security, the premium will increase
the amount realized upon the sale of such security and any
resulting gain or loss will be a capital gain or loss, and will
be long-term or short-term depending upon the holding period of
the security. With respect to a put or call option that is
purchased by a Fund, if the option is sold, any resulting gain or
loss will be a capital gain or loss, and will be long-term or
short-term, depending upon the holding period of the option. If
the option expires, the resulting loss is a capital loss and is
long-term or short-term, depending upon the holding period of the
option. If the option is exercised, the cost of the option, in
the case of a call option, is added to the basis of the purchased
security and, in the case of a put option, reduces the amount
realized on the underlying security in determining gain or loss.
Some of the options, futures and foreign currency forward
contracts in which a Fund may invest may be "section 1256
contracts." Gains (or losses) on these contracts generally are
considered to be 60% long-term and 40% short-term capital gains
or losses; however, as described below, foreign currency gains or
losses arising from certain section 1256 contracts are ordinary
in character. Also, section 1256 contracts held by a Fund at the
end of each taxable year (and on certain other dates prescribed
in the Code) are "marked-to-market" with the result that
unrealized gains or losses are treated as though they were
realized.
The transactions in options, futures and forward contracts
undertaken by a Fund may result in "straddles" for Federal income
tax purposes. The straddle rules may affect the character of
gains or losses realized by a Fund. In addition, losses realized
by a Fund on positions that are part of a straddle may be
deferred under the straddle rules, rather than being taken into
account in calculating the taxable income for the taxable year in
which such losses are realized. Because only a few regulations
implementing the straddle rules have been promulgated, the
consequences of such transactions to a Fund are not entirely
clear. The straddle rules may increase the amount of short-term
capital gain realized by a Fund, which is taxed as ordinary
income when distributed to shareholders.
A Fund may make one or more of the elections available under
the Code which are applicable to straddles. If a Fund makes any
of the elections, the amount, character and timing of the
recognition of gains or losses from the affected straddle
positions will be determined under rules that vary according to
the election(s) made. The rules applicable under certain of the
elections may operate to accelerate the recognition of gains or
losses from the affected straddle positions.
Because application of the straddle rules may affect the
character of gains or losses, defer losses and/or accelerate the
recognition of gains or losses from the affected straddle
positions, the amount which must be distributed to shareholders
as ordinary income or long-term capital gain may be increased or
decreased substantially as compared to a fund that did not engage
in such transactions.
Notwithstanding any of the foregoing, a Fund may recognize
gain (but not loss) from a constructive sale of certain
"appreciated financial positions" if the Fund enters into a short
sale, offsetting notional principal contract, futures or forward
contract transaction with respect to the appreciated position or
substantially identical property. Appreciated financial
positions subject to this constructive sale treatment are
interests (including options, futures and forward contracts and
short sales) in stock, partnership interests, certain actively
traded trust instruments and certain debt instruments.
Constructive sale treatment of appreciated financial positions
does not apply to certain transactions closed in the 90-day
period ending with the 30th day after the close of a Fund's
taxable year, if certain conditions are met.
The 30% Limitation and the diversification requirements
applicable to a Fund's assets may limit the extent to which a
Fund will be able to engage in transactions in options, futures
and forward contracts.
CURRENCY FLUCTUATIONS -- "SECTION 988" GAINS OR LOSSES
Gains or losses attributable to fluctuations in exchange
rates which occur between the time a Fund accrues receivables or
liabilities denominated in a foreign currency and the time the
Fund actually collects such receivables or pays such liabilities
generally are treated as ordinary income or ordinary loss.
Similarly, on disposition of some investments, including debt
securities denominated in a foreign currency and certain options,
futures and forward contracts, gains or losses attributable to
fluctuations in the value of the foreign currency between the
date of acquisition of the security or contract and the date of
disposition also are treated as ordinary gain or loss. These
gains and losses, referred to under the Code as "section 988"
gains or losses, increase or decrease the amount of a Fund's
investment company taxable income available to be distributed to
its shareholders as ordinary income.
INVESTMENT IN PASSIVE FOREIGN INVESTMENT COMPANIES
A Fund may invest in shares of foreign corporations which
may be classified under the Code as passive foreign investment
companies ("PFICs"). In general, a foreign corporation is
classified as a PFIC if at least one-half of its assets
constitute investment-type assets, or 75% or more of its gross
income is investment-type income. If a Fund receives a so-called
"excess distribution" with respect to PFIC stock, the Fund itself
may be subject to a tax on a portion of the excess distribution,
whether or not the corresponding income is distributed by the
Fund to shareholders. In general, under the PFIC rules, an
excess distribution is treated as having been realized ratably
over the period during which a Fund held the PFIC shares. A Fund
itself will be subject to tax on the portion, if any, of an
excess distribution that is so allocated to prior Fund taxable
years and an interest factor will be added to the tax, as if the
tax had been payable in such prior taxable years. Certain
distributions from a PFIC as well as gain from the sale of PFIC
shares are treated as excess distributions. Excess distributions
are characterized as ordinary income even though, absent
application of the PFIC rules, certain excess distributions might
have been classified as capital gain.
A Fund may be eligible to elect alternative tax treatment
with respect to PFIC shares. A Fund may elect to mark to market
its PFIC shares, resulting in the shares being treated as sold at
fair market value on the last business day of each taxable year.
Any resulting gain would be reported as ordinary income; any
resulting loss and any loss from an actual disposition of the
shares would be reported as ordinary loss to the extent of any
net gains reported in prior years. Under another election that
currently is available in some circumstances, a Fund generally
would be required to include in its gross income its share of the
earnings of a PFIC on a current basis, regardless of whether
distributions are received from the PFIC in a given year.
DEBT SECURITIES ACQUIRED AT A DISCOUNT
Some of the debt securities (with a fixed maturity date of
more than one year from the date of issuance) that may be
acquired by a Fund may be treated as debt securities that are
issued originally at a discount. Generally, the amount of the
original issue discount ("OID") is treated as interest income and
is included in income over the term of the debt security, even
though payment of that amount is not received until a later time,
usually when the debt security matures.
If a Fund invests in certain high yield original issue
discount obligations issued by corporations, a portion of the
original issue discount accruing on the obligation may be
eligible for the deduction for dividends received by
corporations. In such event, dividends of investment company
taxable income received from the Fund by its corporate
shareholders, to the extent attributable to such portion of
accrued original issue discount, may be eligible for this
deduction for dividends received by corporations if so designated
by the Fund in a written notice to shareholders.
Some of the debt securities (with a fixed maturity date of
more than one year from the date of issuance) that may be
acquired by a Fund in the secondary market may be treated as
having market discount. Generally, gain recognized on the
disposition of, and any partial payment of principal on, a debt
security having market discount is treated as ordinary income to
the extent the gain, or principal payment, does not exceed the
"accrued market discount" on such debt security. In addition,
the deduction of any interest expenses attributable to debt
securities having market discount may be deferred. Market
discount generally accrues in equal daily installments. A Fund
may make one or more of the elections applicable to debt
securities having market discount, which could affect the
character and timing of recognition of income.
Some debt securities (with a fixed maturity date of one year
or less from the date of issuance) that may be acquired by a Fund
may be treated as having acquisition discount, or OID in the case
of certain types of debt securities. Generally, a Fund will be
required to include the acquisition discount, or OID, in income
over the term of the debt security, even though payment of that
amount is not received until a later time, usually when the debt
security matures. A Fund may make one or more of the elections
applicable to debt securities having acquisition discount, or
OID, which could affect the character and timing of recognition
of income.
A Fund generally will be required to distribute dividends to
shareholders representing discount on debt securities that is
currently includible in income, even though cash representing
such income may not have been received by a Fund. Cash to pay
such dividends may be obtained from sales proceeds of securities
held by a Fund.
DISTRIBUTIONS
Distributions of investment company taxable income are
taxable to a U.S. shareholder as ordinary income, whether paid in
cash or shares. Dividends paid by a Fund to a corporate
shareholder, to the extent such dividends are attributable to
dividends received from U.S. corporations by the Fund, may
qualify for the dividends received deduction. However, the
revised alternative minimum tax applicable to corporations may
reduce the value of the dividends received deduction.
Distributions of net capital gains (the excess of net long-term
capital gains over net short-term capital losses), if any,
designated by a Fund as capital gain dividends, are taxable as
long-term capital gains, whether paid in cash or in shares,
regardless of how long the shareholder has held a Fund's shares
and are not eligible for the dividends received deduction.
Shareholders receiving distributions in the form of newly issued
shares will have a cost basis in each share received equal to the
net asset value of a share of a Fund on the distribution date. A
distribution of an amount in excess of a Fund's current and
accumulated earnings and profits will be treated by a shareholder
as a return of capital which is applied against and reduces the
shareholder's basis in his or her shares. To the extent that the
amount of any such distribution exceeds the shareholder's basis
in his or her shares, the excess will be treated by the
shareholder as gain from a sale or exchange of the shares.
Shareholders will be notified annually as to the U.S. Federal tax
status of distributions and shareholders receiving distributions
in the form of newly issued shares will receive a report as to
the net asset value of the shares received.
If the net asset value of shares is reduced below a
shareholder's cost as a result of a distribution by a Fund, such
distribution generally will be taxable even though it represents
a return of invested capital. Shareholders should be careful to
consider the tax implications of buying shares just prior to a
distribution. The price of shares purchased at this time may
reflect the amount of the forthcoming distribution. Those
purchasing just prior to a distribution will receive a
distribution which generally will be taxable to them.
DISPOSITION OF SHARES
Upon a redemption, sale or exchange of his or her shares, a
shareholder will realize a taxable gain or loss depending upon
his or her basis in the shares. Such gain or loss will be
treated as capital gain or loss if the shares are capital assets
in the shareholder's hands and, if so, may be eligible for
reduced federal tax rates, depending upon the shareholder's
holding period for the shares. Any loss realized on a redemption
sale or exchange will be disallowed to the extent the shares
disposed of are replaced (including through reinvestment of
dividends) within a period of 61 days beginning 30 days before
and ending 30 days after the shares are disposed of. In such a
case, the basis of the shares acquired will be adjusted to
reflect the disallowed loss. Any loss realized by a shareholder
on the sale of Fund shares held by the shareholder for six-months
or less will be treated for tax purposes as a long-term capital
loss to the extent of any distributions of capital gain dividends
received or treated as having been received by the shareholder
with respect to such shares.
In some cases, shareholders will not be permitted to take
all or portion of their sales loads into account for purposes of
determining the amount of gain or loss realized on the
disposition of their shares. This prohibition generally applies
where (1) the shareholder incurs a sales load in acquiring the
shares of a Fund, (2) the shares are disposed of before the 91st
day after the date on which they were acquired, and (3) the
shareholder subsequently acquires shares in a Fund or another
regulated investment company and the otherwise applicable sales
charge is reduced under a "reinvestment right" received upon the
initial purchase of Fund shares. The term "reinvestment right"
means any right to acquire shares of one or more regulated
investment companies without the payment of a sales load or with
the payment of a reduced sales charge. Sales charges affected by
this rule are treated as if they were incurred with respect to
the shares acquired under the reinvestment right. This provision
may be applied to successive acquisitions of fund shares.
FOREIGN WITHHOLDING TAXES
Income received by a Fund from sources within a foreign
country may be subject to withholding and other taxes imposed by
that country.
If more than 50% of the value of a Fund's total assets at
the close of its taxable year consists of securities of foreign
corporations, the Fund will be eligible and may elect to "pass-
through" to that Fund's shareholders the amount of foreign income
and similar taxes paid by that Fund. Pursuant to this election,
a shareholder will be required to include in gross income (in
addition to taxable dividends actually received) his or her pro
rata share of the foreign income and similar taxes paid by a
Fund, and will be entitled either to deduct his or her pro rata
share of foreign income and similar taxes in computing his or her
taxable income or to use it as a foreign tax credit against his
or her U.S. Federal income taxes, subject to limitations. No
deduction for foreign taxes may be claimed by a shareholder who
does not itemize deductions. Foreign taxes generally may not be
deducted by a shareholder that is an individual in computing the
alternative minimum tax. Each shareholder will be notified
within 60 days after the close of a Fund's taxable year whether
the foreign taxes paid by the Fund will "pass-through" for that
year and, if so, such notification will designate (1) the
shareholder's portion of the foreign taxes paid to each such
country and (2) the portion of the dividend which represents
income derived from sources within each such country.
Generally, except in the case of certain electing individual
taxpayers who have limited creditable foreign taxes and no
foreign source income other than passive investment-type income,
a credit for foreign taxes is subject to the limitation that it
may not exceed the shareholder's U.S. tax attributable to his or
her total foreign source taxable income. For this purpose, if a
Fund makes the election described in the preceding paragraph, the
source of that Fund's income flows through to its shareholders.
With respect to a Fund, gains from the sale of securities
generally will be treated as derived from U.S. sources and
section 988 gains will be treated as ordinary income derived from
U.S. sources. The limitation on the foreign tax credit is
applied separately to foreign source passive income, including
foreign source passive income received from a Fund. In addition,
the foreign tax credit may offset only 90% of the revised
alternative minimum tax imposed on corporations and individuals.
Furthermore, the foreign tax credit is eliminated with respect to
foreign taxes withheld on dividends if the dividend-paying shares
of the shares of the Fund are held by the Fund or the
shareholder, as the case may be, for less than 16 days (46 days
in the case of preferred shares) during the 30-day period (90-day
period for preferred shares) beginning 15 days (45 days for
preferred shares) before the shares become ex-dividend.
The foregoing is only a general description of the foreign
tax credit under current law. Because application of the credit
depends on the particular circumstances of each shareholder,
shareholders are advised to consult their own tax advisers.
BACKUP WITHHOLDING
Each Fund will be required to report to the Internal Revenue
Service ("IRS") all taxable distributions as well as gross
proceeds from the redemption of the particular Fund's shares,
except in the case of certain exempt shareholders. All such
distributions and proceeds will be subject to withholding of
Federal income tax at a rate of 31% ("backup withholding") in the
case of non-exempt shareholders if (1) the shareholder fails to
furnish a Fund with and to certify the shareholder's correct
taxpayer identification number or social security number, (2) the
IRS notifies the shareholder or the particular Fund that the
shareholder has failed to report properly certain interest and
dividend income to the IRS and to respond to notices to that
effect, or (3) when required to do so, the shareholder fails to
certify that he or she is not subject to backup withholding. If
the withholding provisions are applicable, any such distributions
or proceeds, whether reinvested in additional shares or taken in
cash, will be reduced by the amounts required to be withheld.
Distributions may also be subject to additional state, local
and foreign taxes depending on each shareholder's particular
situation. Non-U.S. shareholders may be subject to U.S. tax
rules that differ significantly from those summarized above.
This discussion does not purport to deal with all of the tax
consequences applicable to a Fund or shareholders. Shareholders
are advised to consult their own tax advisers with respect to the
particular tax consequences to them of an investment in a Fund.
PERFORMANCE INFORMATION
Performance information for the classes of shares of the
Funds may be compared, in reports and promotional literature, to:
(i) the S&P 500 Index, the Dow Jones Industrial Average ("DJIA"),
or other unmanaged indices so that investors may compare each
Fund's results with those of a group of unmanaged securities
widely regarded by investors as representative of the securities
markets in general; (ii) other groups of mutual funds tracked by
Lipper Analytical Services, a widely used independent research
firm that ranks mutual funds by overall performance, investment
objectives and assets, or tracked by other services, companies,
publications or other criteria; and (iii) the Consumer Price
Index (measure for inflation) to assess the real rate of return
from an investment in a Fund. Unmanaged indices may assume the
reinvestment of dividends but generally do not reflect deductions
or administrative and management costs and expenses.
In addition, the Trust may, from time to time, include the
yield (with respect to Ivy Bond Fund only), the average annual
total return and the cumulative total return of shares of a Fund
in advertisements, promotional literature or reports to
shareholders or prospective investors.
YIELD. Quotations of yield for a specific Class of shares
of a Fund will be based on all investment income attributable to
that Class earned during a particular 30-day (or one month)
period (including dividends and interest), less expenses
attributable to that Class accrued during the period ("net
investment income"), and will be computed by dividing the net
investment income per share of that Class earned during the
period by the maximum offering price per share (in the case of
Class A shares) or the net asset value per share (in the case of
Class B and Class C shares) on the last day of the period,
according to the following formula:
YIELD = 2[({(a-b)/cd} + 1){superscript 6}-1]
Where: a = dividends and interest earned during the
period attributable to a specific Class
of shares,
b = expenses accrued for the period
attributable to that Class (net of
reimbursements),
c = the average daily number of shares of
that Class outstanding during the period
that were entitled to receive dividends,
and
d = the maximum offering price per share (in
the case of Class A shares) or the net
asset value per share (in the case of
Class B shares, Class C shares and Class
I shares) on the last day of the period.
The yield for Class A, Class B and Class C shares of Ivy
Bond Fund for the 30-day period ended December 31, 1996 was
6.89%, 6.51%, and 6.45%, respectively. As of December 31, 1996,
there were no outstanding Class I shares of Ivy Bond Fund.
AVERAGE ANNUAL TOTAL RETURN. Quotations of standardized
average annual total return ("Standardized Return") for a
specific Class of shares of a Fund will be expressed in terms of
the average annual compounded rate of return that would cause a
hypothetical investment in that Class of a Fund made on the first
day of a designated period to equal the ending redeemable value
("ERV") of such hypothetical investment on the last day of the
designated period, according to the following formula:
P(1 + T){superscript n} = ERV
Where: P = a hypothetical initial payment of $1,000 to
purchase shares of a specific Class
T = the average annual total return of shares of
that Class
n = the number of years
ERV = the ending redeemable value of a hypothetical
$1,000 payment made at the beginning of the
period.
For purposes of the above computation for a Fund, it is
assumed that all dividends and capital gains distributions made
by a Fund are reinvested at net asset value in additional Advisor
Class shares during the designated period. Standardized Return
quotations for the Funds do not take into account any required
payments for federal or state income taxes. Standardized Return
quotations are determined to the nearest 1/100 of 1%.
A Fund may, from time to time, include in advertisements,
promotional literature or reports to shareholders or prospective
investors total return data that are not calculated according to
the formula set forth above ("Non-Standardized Return").
CUMULATIVE TOTAL RETURN. Cumulative total return is the
cumulative rate of return on a hypothetical initial investment of
$1,000 in a specific Class of shares of a Fund for a specified
period. Cumulative total return quotations reflect changes in
the price of a Fund's shares and assume that all dividends and
capital gains distributions during the period were reinvested in
the Fund shares. Cumulative total return is calculated by
computing the cumulative rates of return of a hypothetical
investment in a specific Class of shares of a Fund over such
periods, according to the following formula (cumulative total
return is then expressed as a percentage):
C = (ERV/P) - 1
Where: C = cumulative total return
P = a hypothetical initial investment of $1,000
to purchase shares of a specific Class
ERV = ending redeemable value: ERV is the value,
at the end of the applicable period, of a
hypothetical $1,000 investment made at the
beginning of the applicable period.
OTHER QUOTATIONS, COMPARISONS AND GENERAL INFORMATION. The
foregoing computation methods are prescribed for advertising and
other communications subject to SEC Rule 482. Communications not
subject to this rule may contain a number of different measures
of performance, computation methods and assumptions, including
but not limited to: historical total returns; results of actual
or hypothetical investments; changes in dividends, distributions
or share values; or any graphic illustration of such data. These
data may cover any period of the Trust's existence and may or may
not include the impact of sales charges, taxes or other factors.
Performance quotations for a Fund will vary from time to
time depending on market conditions, the composition of the
Fund's portfolio and operating expenses of the Fund. These
factors and possible differences in the methods used in
calculating performance quotations should be considered when
comparing performance information regarding a Fund's shares with
information published for other investment companies and other
investment vehicles. Performance quotations should also be
considered relative to changes in the value of a Fund's shares
and the risks associated with a Fund's investment objectives and
policies. At any time in the future, performance quotations may
be higher or lower than past performance quotations and there can
be no assurance that any historical performance quotation will
continue in the future.
The Funds may also cite endorsements or use for comparison
their performance rankings and listings reported in such
newspapers or business or consumer publications as, among others:
AAII Journal, Barron's, Boston Business Journal, Boston Globe,
Boston Herald, Business Week, Consumer's Digest, Consumer Guide
Publications, Changing Times, Financial Planning, Financial
World, Forbes, Fortune, Growth Fund Guide, Houston Post,
Institutional Investor, International Fund Monitor, Investor's
Daily, Los Angeles Times, Medical Economics, Miami Herald, Money
Mutual Fund Forecaster, Mutual Fund Letter, Mutual Fund Source
Book, Mutual Fund Values, National Underwriter, Nelson's
Directory of Investment Managers, New York Times, Newsweek, No
Load Fund Investor, No Load Fund* X, Oakland Tribune, Pension
World, Pensions and Investment Age, Personal Investor, Rugg and
Steele, Time, U.S. News and World Report, USA Today, The Wall
Street Journal, and Washington Post.
FINANCIAL STATEMENTS
The following financial information is incorporated by
reference into this SAI: (1) each Fund's Portfolio of
Investments as of December 31, 1996, Statement of Assets and
Liabilities as of December 31, 1996, Statement of Operations for
the fiscal year ended December 31, 1996, Statement of Changes in
Net Assets for the fiscal years ended December 31, 1996 and
December 31, 1995, Financial Highlights, Notes to Financial
Statements, and Report of Independent Accountants, which are
included in the Fund's December 31, 1996 Annual Report to
shareholders; and (2) each Fund's Portfolio of Investments as of
June 30, 1997, Statement of Assets and Liabilities as of June 30,
1997, Statement of Operations for the six months ended June 30,
1997, Financial Highlights and Notes to Financial Statements,
which are included in the Fund's June 30, 1997 Semi-Annual
Reports to shareholders.
APPENDIX A
DESCRIPTION OF STANDARD & POOR'S CORPORATION ("S&P") AND
MOODY'S INVESTORS SERVICE, INC. ("MOODY'S") CORPORATE BOND AND
COMMERCIAL PAPER RATINGS
[From "Moody's Bond Record," November 1994 Issue (Moody's
Investors Service, New York, 1994), and "Standard & Poor's
Municipal Ratings Handbook," October 1994 Issue (McGraw Hill, New
York, 1994).]
MOODY'S:
(a) CORPORATE BONDS. Bonds rated Aaa by Moody's are judged
by Moody's to be of the best quality, carrying the smallest
degree of investment risk. Interest payments are protected by a
large or exceptionally stable margin and principal is secure.
Bonds rated Aa are judged by Moody's to be of high quality by all
standards. Aa bonds are rated lower than Aaa bonds because
margins of protection may not be as large as those of Aaa bonds,
or fluctuations of protective elements may be of greater
amplitude, or there may be other elements present which make the
long-term risks appear somewhat larger than those applicable to
Aaa securities. Bonds which are rated A by Moody's possess many
favorable investment attributes and are considered as upper
medium-grade obligations. Factors giving security to principal
and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the
future.
Bonds rated Baa by Moody's are considered medium-grade
obligations, i.e., they are neither highly protected nor poorly
secured. Interest payments and principal security appear
adequate for the present, but certain protective elements may be
lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as
well. Bonds which are rated Ba are judged to have speculative
elements; their future cannot be considered well-assured. Often
the protection of interest and principal payments may be very
moderate and thereby not well safeguarded during both good and
bad times over the future. Uncertainty of position characterizes
bonds in this class. Bonds which are rated B generally lack
characteristics of the desirable investment. Assurance of
interest and principal payments of or maintenance of other terms
of the contract over any long period of time may be small.
Bonds which are rated Caa are of poor standing. Such
issues may be in default or there may be present elements of
danger with respect to principal or interest. Bonds which are
rated Ca represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked
shortcomings. Bonds which are rated C are the lowest rated class
of bonds and issues so rated can be regarded as having extremely
poor prospects of ever attaining any real investment standing.
(b) COMMERCIAL PAPER. The Prime rating is the highest
commercial paper rating assigned by Moody's. Among the factors
considered by Moody's in assigning ratings are the following:
(1) evaluation of the management of the issuer; (2) economic
evaluation of the issuer's industry or industries and an
appraisal of speculative-type risks which may be inherent in
certain areas; (3) evaluation of the issuer's products in
relation to competition and customer acceptance; (4) liquidity;
(5) amount and quality of long-term debt; (6) trend of earnings
over a period of ten years; (7) financial strength of a parent
company and the relationships which exist with the issuer; and
(8) recognition by management of obligations which may be present
or may arise as a result of public interest questions and
preparations to meet such obligations. Issuers within this Prime
category may be given ratings 1, 2 or 3, depending on the
relative strengths of these factors. The designation of Prime-1
indicates the highest quality repayment capacity of the rated
issue.
S&P:
(a) CORPORATE BONDS. An S&P corporate debt rating is a
current assessment of the creditworthiness of an obligor with
respect to a specific obligation. The ratings are based on
current information furnished by the issuer or obtained by S&P
from other sources it considers reliable. The ratings described
below may be modified by the addition of a plus or minus sign to
show relative standing within the major rating categories.
Debt rated AAA by S&P is considered by S&P to be the highest
grade obligation. Capacity to pay interest and repay principal
is extremely strong. Debt rated AA is judged by S&P to have a
very strong capacity to pay interest and repay principal and
differs from the highest rated issues only in small degree. Debt
rated A by S&P has a strong capacity to pay interest and repay
principal, although it is somewhat more susceptible to the
adverse effects of changes in circumstances and economic
conditions than debt in higher rated categories.
Debt rated BBB by S&P is regarded by S&P as having an
adequate capacity to pay interest and repay principal. Although
such bonds normally exhibit adequate protection parameters,
adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay
principal than debt in higher rated categories.
Debt rated BB, B, CCC, CC and C is regarded as having
predominately speculative characteristics with respect to
capacity to pay interest and repay principal. BB indicates the
least degree of speculation and C the highest. While such debt
will likely have some quality and protective characteristics,
these are outweighed by large uncertainties or exposures to
adverse conditions. Debt rated BB has less near-term
vulnerability to default than other speculative issues. However,
it faces major ongoing uncertainties or exposure to adverse
business, financial or economic conditions which could lead to
inadequate capacity to meet timely interest and principal
payments. The BB rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied
BBB- rating. Debt rated B has a greater vulnerability to default
but currently has the capacity to meet interest payments and
principal repayments. Adverse business, financial, or economic
conditions will likely impair capacity or willingness to pay
interest and repay principal. The B rating category is also used
for debt subordinated to senior debt that is assigned an actual
or implied BB or BB- rating. Debt rated CCC has a currently
identifiable vulnerability to default, and is dependent upon
favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the
event of adverse business, financial or economic conditions, it
is not likely to have the capacity to pay interest and repay
principal. The CCC rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied
B or B- rating. The rating CC typically is applied to debt
subordinated to senior debt which is assigned an actual or
implied CCC debt rating. The rating C typically is applied to
debt subordinated to senior debt which is assigned an actual or
implied CCC- debt rating. The C rating may be used to cover a
situation where a bankruptcy petition has been filed, but debt
service payments are continued.
(b) COMMERCIAL PAPER. An S&P commercial paper rating is a
current assessment of the likelihood of timely payment of debt
having an original maturity of no more than 365 days.
Commercial paper rated A by S&P has the following
characteristics: (i) liquidity ratios are adequate to meet cash
requirements; (ii) long-term senior debt rating should be A or
better, although in some cases BBB credits may be allowed if
other factors outweigh the BBB; (iii) the issuer should have
access to at least one additional channel of borrowing; (iv)
basic earnings and cash flow should have an upward trend with
allowances made for unusual circumstances; and (v) typically the
issuer's industry should be well established and the issuer
should have a strong position within its industry and the
reliability and quality of management should be unquestioned.
Issues rated A are further referred to by use of numbers 1, 2 and
3 to denote relative strength within this highest classification.
For example, the A-1 designation indicates that the degree of
safety regarding timely payment of debt is strong.
Issues rated B are regarded as having only speculative
capacity for timely payment. The C rating is assigned to short-
term debt obligations with a doubtful capacity for payment.
IVY ASIA PACIFIC FUND
IVY CANADA FUND
IVY CHINA REGION FUND
IVY GLOBAL FUND
IVY GLOBAL NATURAL RESOURCES FUND
IVY GLOBAL SCIENCE & TECHNOLOGY FUND
IVY INTERNATIONAL FUND II
IVY INTERNATIONAL SMALL COMPANIES FUND
IVY LATIN AMERICA STRATEGY FUND
IVY NEW CENTURY FUND
IVY PAN-EUROPE FUND
series of
IVY FUND
Via Mizner Financial Plaza, Suite 300
700 South Federal Highway
Boca Raton, Florida 33432
STATEMENT OF ADDITIONAL INFORMATION
ADVISOR CLASS SHARES
January 1, 1998
_________________________________________________________________
Ivy Fund (the "Trust") is an open-end management investment
company that currently consists of eighteen fully managed
portfolios, each of which (except for Ivy Latin America Strategy
Fund and Ivy International Bond Fund) is diversified. This
Statement of Additional Information ("SAI") relates to the
Advisor Class shares of the following eleven portfolios: Ivy Asia
Pacific Fund, Ivy Canada Fund, Ivy China Region Fund, Ivy Global
Fund, Ivy Global Natural Resources Fund, Ivy Global Science &
Technology Fund, Ivy International Fund II, Ivy International
Small Companies Fund, Ivy Latin America Strategy Fund, Ivy New
Century Fund and Ivy Pan-Europe Fund (collectively, the "Funds,"
and each, a "Fund").
This SAI is not a prospectus and should be read in
conjunction with the prospectus for the Funds' Advisor Class
shares dated January 1, 1998 (the "Prospectus"), which may be
obtained upon request and without charge from the Distributor at
the address and telephone number printed below. Advisor Class
shares are only offered to certain investors (see the
Prospectus). The Funds also offer Class A, Class B and Class C
shares (and Class I shares, in the case of Ivy Global Science &
Technology Fund, Ivy International Fund II and Ivy International
Small Companies Fund), which are described in a separate
prospectus and statement of additional information that may be
obtained from the Distributor.
INVESTMENT MANAGER
Ivy Management, Inc. ("IMI")
Via Mizner Financial Plaza, Suite 300
700 South Federal Highway
Boca Raton, Florida 33432
Telephone: (800) 777-6472
DISTRIBUTOR
Ivy Mackenzie Distributors, Inc.
Via Mizner Financial Plaza, Suite 300
700 South Federal Highway
Boca Raton, Florida 33432
Telephone: (800) 456-5111
INVESTMENT ADVISER
(Ivy Canada Fund and Ivy Global Natural Resources Fund only)
Mackenzie Financial Corporation
150 Bloor Street West
Suite 400
Toronto, Ontario
CANADA M5S3B5
Telephone (416) 922-5322
TABLE OF CONTENTS
INVESTMENT OBJECTIVES AND POLICIES . . . . . . . . . . . . . . 1
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . 15
U.S. GOVERNMENT SECURITIES. . . . . . . . . . . . . . . . 15
CONVERTIBLE SECURITIES. . . . . . . . . . . . . . . . . . 16
DEBT SECURITIES, IN GENERAL . . . . . . . . . . . . . . . 17
ZERO COUPON BONDS . . . . . . . . . . . . . . . . . . . . 17
REPURCHASE AGREEMENTS . . . . . . . . . . . . . . . . . . 18
WARRANTS. . . . . . . . . . . . . . . . . . . . . . . . . 18
SMALL COMPANIES . . . . . . . . . . . . . . . . . . . . . 18
COMMERCIAL PAPER. . . . . . . . . . . . . . . . . . . . . 19
BANKING INDUSTRY AND SAVINGS AND LOAN OBLIGATIONS . . . . 19
DEPOSITORY RECEIPTS . . . . . . . . . . . . . . . . . . . 19
INVESTMENT-GRADE DEBT SECURITIES. . . . . . . . . . . . . 20
LOW-RATED DEBT SECURITIES . . . . . . . . . . . . . . . . 20
FOREIGN SECURITIES. . . . . . . . . . . . . . . . . . . . 21
INVESTING IN EMERGING MARKETS . . . . . . . . . . . . . . 22
CANADIAN SECURITIES . . . . . . . . . . . . . . . . . . . 24
INVESTING IN LATIN AMERICA. . . . . . . . . . . . . . . . 25
INVESTING IN ASIA PACIFIC SECURITIES. . . . . . . . . . . 28
INVESTING IN NATURAL RESOURCES. . . . . . . . . . . . . . 29
INVESTING IN THE CHINA REGION . . . . . . . . . . . . . . 30
PRECIOUS METALS AND OTHER PHYSICAL COMMODITIES. . . . . . 31
FORWARD FOREIGN CURRENCY CONTRACTS. . . . . . . . . . . . 31
FOREIGN CURRENCIES. . . . . . . . . . . . . . . . . . . . 32
REAL ESTATE INVESTMENT TRUSTS (REITs) . . . . . . . . . . 33
OPTIONS TRANSACTIONS. . . . . . . . . . . . . . . . . . . 33
OPTIONS, IN GENERAL. . . . . . . . . . . . . . . . . 33
WRITING OPTIONS ON INDIVIDUAL SECURITIES . . . . . . 35
PURCHASING OPTIONS ON INDIVIDUAL SECURITIES. . . . . 35
PURCHASING AND WRITING OPTIONS ON SECURITIES
INDICES . . . . . . . . . . . . . . . . . . . . 36
RISKS OF OPTIONS TRANSACTIONS. . . . . . . . . . . . 37
FUTURES CONTRACTS . . . . . . . . . . . . . . . . . . . . 38
FUTURES, IN GENERAL. . . . . . . . . . . . . . . . . 38
FOREIGN CURRENCY FUTURES CONTRACTS.. . . . . . . . . 39
RISKS ASSOCIATED WITH FUTURES. . . . . . . . . . . . 39
SECURITIES INDEX FUTURES CONTRACTS. . . . . . . . . . . . 40
RISKS OF SECURITIES INDEX FUTURES. . . . . . . . . . 41
COMBINED TRANSACTIONS . . . . . . . . . . . . . 43
FIRM COMMITMENT AGREEMENTS AND WHEN-ISSUED SECURITIES . . 43
RESTRICTED AND ILLIQUID SECURITIES. . . . . . . . . . . . 43
BORROWING . . . . . . . . . . . . . . . . . . . . . . . . 44
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
INVESTMENT RESTRICTIONS. . . . . . . . . . . . . . . . . . . . 44
ADDITIONAL RESTRICTIONS. . . . . . . . . . . . . . . . . . . . 50
ADDITIONAL RIGHTS AND PRIVILEGES . . . . . . . . . . . . . . . 52
AUTOMATIC INVESTMENT METHOD . . . . . . . . . . . . . . . 53
EXCHANGE OF SHARES. . . . . . . . . . . . . . . . . . . . 53
RETIREMENT PLANS. . . . . . . . . . . . . . . . . . . . . 54
INDIVIDUAL RETIREMENT ACCOUNTS . . . . . . . . . . . 54
QUALIFIED PLANS. . . . . . . . . . . . . . . . . . . 56
DEFERRED COMPENSATION FOR PUBLIC SCHOOLS AND
CHARITABLE ORGANIZATIONS ("403(B)(7)
ACCOUNT") . . . . . . . . . . . . . . . . . . . 57
SIMPLIFIED EMPLOYEE PENSION ("SEP") IRAS . . . . . . 57
SYSTEMATIC WITHDRAWAL PLAN. . . . . . . . . . . . . . . . 58
GROUP SYSTEMATIC INVESTMENT PROGRAM . . . . . . . . . . . 58
BROKERAGE ALLOCATION . . . . . . . . . . . . . . . . . . . . . 59
PERSONAL INVESTMENTS BY EMPLOYEES OF IMI. . . . . . . . . 66
COMPENSATION TABLE . . . . . . . . . . . . . . . . . . . . . . 67
INVESTMENT ADVISORY AND OTHER SERVICES . . . . . . . . . . . . 69
BUSINESS MANAGEMENT AND INVESTMENT ADVISORY SERVICES. . . 69
DISTRIBUTION SERVICES . . . . . . . . . . . . . . . . . . 73
RULE 18F-3 PLAN. . . . . . . . . . . . . . . . . . . 75
CUSTODIAN. . . . . . . . . . . . . . . . . . . . . . . . . . . 75
FUND ACCOUNTING SERVICES. . . . . . . . . . . . . . . . . 76
TRANSFER AGENT AND DIVIDEND PAYING AGENT. . . . . . . . . 76
ADMINISTRATOR . . . . . . . . . . . . . . . . . . . . . . 77
AUDITORS. . . . . . . . . . . . . . . . . . . . . . . . . 77
CAPITALIZATION AND VOTING RIGHTS . . . . . . . . . . . . . . . 77
NET ASSET VALUE. . . . . . . . . . . . . . . . . . . . . . . . 79
PORTFOLIO TURNOVER . . . . . . . . . . . . . . . . . . . . . . 81
REDEMPTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . 81
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
OPTIONS, FUTURES AND FOREIGN CURRENCY FORWARD
CONTRACTS. . . . . . . . . . . . . . . . . . . . . . 84
CURRENCY FLUCTUATIONS -- "SECTION 988" GAINS OR LOSSES
. . . . . . . . . . . . . . . . . . . . . . . . . . 86
INVESTMENT IN PASSIVE FOREIGN INVESTMENT COMPANIES. . . . 86
DEBT SECURITIES ACQUIRED AT A DISCOUNT. . . . . . . . . . 87
DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . 88
DISPOSITION OF SHARES . . . . . . . . . . . . . . . . . . 89
FOREIGN WITHHOLDING TAXES . . . . . . . . . . . . . . . . 89
BACKUP WITHHOLDING. . . . . . . . . . . . . . . . . . . . 90
PERFORMANCE INFORMATION. . . . . . . . . . . . . . . . . . . . 91
AVERAGE ANNUAL TOTAL RETURN. . . . . . . . . . . . . 91
CUMULATIVE TOTAL RETURN. . . . . . . . . . . . . . . 92
OTHER QUOTATIONS, COMPARISONS AND GENERAL
INFORMATION . . . . . . . . . . . . . . . . . . 92
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . 93
APPENDIX A
DESCRIPTION OF STANDARD & POOR'S CORPORATION ("S&P") AND
MOODY'S INVESTORS SERVICE, INC. ("MOODY'S") CORPORATE BOND AND
COMMERCIAL PAPER RATINGS . . . . . . . . . 95
APPENDIX B
SELECTED ECONOMIC AND MARKET DATA FOR
ASIA PACIFIC AND CHINA REGION COUNTRIES . . . . . 98
INVESTMENT OBJECTIVES AND POLICIES
Each Fund has its own investment objective and policies,
which are set forth below. The different types of securities and
investment techniques used by the Funds involve varying degrees
of risk.
IVY ASIA PACIFIC FUND: The Fund's principal investment
objective is long-term growth. Consideration of current income is
secondary to this principal objective. Under normal
circumstances the Fund invests at least 65% of its total assets
in securities issued in Asia-Pacific countries, which for
purposes of this SAI are defined to include China, Hong Kong,
India, Indonesia, Malaysia, Pakistan, the Philippines, Singapore,
Sri Lanka, South Korea, Taiwan, Thailand and Vietnam. Securities
of Asia-Pacific issuers include: (a) securities of companies
organized under the laws of an Asia-Pacific country or for which
the principal securities trading market is in the Asia-Pacific
region; (b) securities that are issued or guaranteed by the
government of an Asia-Pacific country, its agencies or
instrumentalities, political subdivisions or the country's
central bank; (c) securities of a company, wherever organized,
where at least 50% of the company's non-current assets,
capitalization, gross revenue or profit in any one of the two
most recent fiscal years represents (directly or indirectly
through subsidiaries) assets or activities located in the Asia-
Pacific region; and (d) any of the preceding types of securities
in the form of depository shares.
The Fund may participate in markets throughout the Asia-
Pacific region, and it is expected that the Fund will be invested
at all times in at least three Asia-Pacific countries. The Fund
does not expect to concentrate its investments in any particular
industry. See Appendix B of this SAI for further information
about the economic characteristics of certain Asia-Pacific
countries.
The Fund may invest up to 35% of its assets in investment-
grade debt securities of government or corporate issuers in
emerging market countries, investment-grade equity and debt
securities of issuers in developed countries (including the
United States), warrants, and cash or cash equivalents, such as
bank obligations (including certificates of deposit and bankers'
acceptances), commercial paper, short-term notes and repurchase
agreements. For temporary defensive purposes, the Fund may
invest without limit in such instruments. The Fund may also
invest up to 5% of its net assets in zero coupon bonds, and in
debt securities rated Ba or below by Moody's Investor Services,
Inc. ("Moody's) or BB or below by Standard and Poor's Corporation
("S&P"), or if unrated, considered by IMI to be of comparable
quality (commonly referred to as "high yield" or "junk" bonds).
For temporary or emergency purposes, the Fund may borrow up
to one-third of the value of its total assets from banks, but may
not purchase securities at any time during which the value of the
Fund's outstanding loans exceeds 10% of the value of the Fund's
assets. The Fund may engage in foreign currency exchange
transactions and enter into forward foreign currency contracts.
The Fund may also invest (i) up to 10% of its total assets in
other investment companies that invest in securities issued in
Asia-Pacific countries, and (ii) up to 15% of its net assets in
restricted and other illiquid securities. The Fund may with
approval of its Board of Trustees (the "Trustees" or "Board"),
but currently does not intend to, lend portfolio securities.
The Fund may purchase put and call options on securities and
stock indices, provided the premium paid for such options does
not exceed 5% of the Fund's net assets. The Fund may also sell
covered put options with respect to up to 10% of the value of its
net assets, and may write covered call options so long as not
more than 25% of the Fund's net assets is subject to being
purchased upon the exercise of the calls. For hedging purposes
only, the Fund may engage in transactions in stock index and
foreign currency futures contracts, provided that the Fund's
equivalent exposure in such contracts does not exceed 15% of its
total assets.
IVY CANADA FUND: Ivy Canada Fund seeks long-term capital
appreciation by investing primarily in equity securities of
Canadian companies. Canada is one of the world's leading
industrial countries and a major exporter of agricultural
products. The country is rich in natural resources such as zinc,
uranium, nickel, gold, silver, aluminum, iron and copper, and
forest covers over 44% of land areas, making Canada a leading
world producer of newsprint. Canada is also a major producer of
hydroelectricity, oil and gas.
As a fundamental policy, the Fund normally invests at least
65% of its total assets in Canadian equity securities (i.e.,
common and preferred stock, securities convertible into common
stock and common stock purchase warrants) listed on Canadian
stock exchanges or traded over-the-counter in Canada. Canadian
issuers are companies (i) organized under the laws of Canada,
(ii) for which the principal securities trading market is in
Canada, (iii) which derive at least 50% of their revenues or
profits from goods produced or sold, investments made or services
performed in Canada, or (iv) which have at least 50% of their
assets situated in Canada. The balance of the Fund's assets
ordinarily are invested in (i) bills and bonds of the Canadian
Government and the governments of the provinces or municipalities
of Canada, (ii) high quality notes and debentures of Canadian
companies (i.e., those rated Aaa or Aa by Moody's or AAA or AA by
S&P, or if unrated, judged to be of comparable quality by
Mackenzie Financial Corporation ("MFC"), the Fund's Adviser),
(iii) foreign securities (including sponsored or unsponsored
American Depository Receipts ("ADRs"), Global Depository Receipts
("GDRs"), American Depository Shares ("ADSs") and Global
Depository Shares ("GDSs")), (iv) U.S. Government securities, (v)
equity securities and investment-grade debt securities (i.e.,
those rated Baa or higher by Moody's or BBB or higher by S&P, or
if unrated, considered by MFC to be of comparable quality) of
U.S. companies, and (vi) zero coupon bonds that meet these credit
quality standards.
The Fund may purchase securities on a "when-issued" or firm
commitment basis, engage in foreign currency exchange
transactions and enter into forward foreign currency contracts.
The Fund may also invest (i) up to 10% of its total assets in
other investment companies and (ii) up to 15% of its net assets
in restricted and other illiquid securities.
For temporary defensive purposes, the Fund may invest
without limit in U.S. or Canadian dollar-denominated money market
securities issued by entities organized in the U.S. or Canada,
such as (i) obligations issued or guaranteed by the Canadian
Government or the governments of the provinces or municipalities
of Canada (or their agencies or instrumentalities), (ii) finance
company and corporate commercial paper (and other short-term
corporate obligations rated Prime-1 by Moody's or A or better by
S&P, or if not rated, considered by MFC to be of comparable
quality), (iii) obligations of banks (i.e., certificates of
deposit, time deposits and bankers' acceptances) considered
creditworthy by MFC under guidelines approved by the Trustees,
and (iv) repurchase agreements with broker-dealers and banks. For
temporary or emergency purposes, the Fund may also borrow up to
10% of the value of its total assets from banks.
IVY CHINA REGION FUND: Ivy China Region Fund's principal
investment objective is long-term capital growth. Consideration
of current income is secondary to this principal objective. The
Fund seeks to meet its objective primarily by investing in the
equity securities of companies that are expected to benefit from
the economic development and growth of China, Hong Kong and
Taiwan. A significant percentage of the Fund's assets may also
be invested in the securities markets of South Korea, Singapore,
Malaysia, Thailand, Indonesia and the Philippines (collectively,
with China, Hong Kong and Taiwan, the "China Region").
The Fund normally invests at least 65% of its total assets
in "Greater China growth companies," defined as companies (a)
that are organized in or for which the principal securities
trading markets are the China Region; (b) that have at least 50%
of their assets in one or more China Region countries or derive
at least 50% of their gross sales revenues or profits from
providing goods or services to or from within one or more China
Region countries; or (c) that have at least 35% of their assets
in China, Hong Kong or Taiwan, derive at least 35% of their gross
sales revenues or profits from providing goods or services to or
from within these three countries, or have significant
manufacturing or other operations in these countries. IMI's
determination as to whether a company qualifies as a Greater
China growth company is based primarily on information contained
in financial statements, reports, analyses and other pertinent
information (some of which may be obtained directly from the
company). The Fund may invest 25% or more of its total assets in
the securities of issuers located in any one China Region
country, and currently expects to invest more than 50% of its
total assets in Hong Kong. See Appendix B to this SAI for
further information about the economic characteristics of certain
China Region countries.
The balance of the Fund's assets ordinarily are invested in
(i) certain investment-grade debt securities and (ii) the equity
securities of "China Region associated companies," which are
companies that do not meet the definition of a Greater China
growth company, but whose current or expected performance, based
on certain identified factors (such as the growth trends in the
location of a company's assets and the sources of its revenues
and profits), is judged by IMI to be strongly associated with the
China Region. The investment-grade debt securities in which the
Fund may invest include (a) obligations of the U.S. Government or
its agencies or instrumentalities, (b) obligations of U.S. banks
and other banks organized and existing under the laws of Hong
Kong, Taiwan or countries that are members of the Organization
for Economic Cooperation and Development ("OECD"), and (c)
obligations denominated in any currency issued by international
development institutions and Hong Kong, Taiwan and OECD member
governments and their agencies and instrumentalities, as well as
repurchase agreements with respect to any of the foregoing
instruments. The Fund may also invest in zero coupon bonds, and
corporate bonds rated Baa or higher by Moody's or BBB or higher
by S&P (or if unrated, considered by IMI to be of comparable
quality).
The Fund may invest less than 35% of its net assets in debt
securities rated Ba or below by Moody's or BB or below by S&P,
or, if unrated, considered by IMI to be of comparable quality
(commonly referred to as "high yield" or "junk" bonds). The Fund
will not invest in debt securities rated less than C by either
Moody's or S&P.
The Fund may with approval of the Trustees, but currently
does not intend to, lend portfolio securities valued at not more
that 30% of the Fund's total assets. The Fund may also invest in
sponsored or unsponsored ADRs, GDRs, ADSs and GDSs, warrants,
purchase securities on a "when-issued" or firm commitment basis,
engage in foreign currency exchange transactions and enter into
forward foreign currency contracts. The Fund may also invest (i)
up to 10% of its total assets in other investment companies and
(ii) up to 15% of its net assets in restricted and other illiquid
securities.
For temporary defensive purposes and during periods when IMI
believes that circumstances warrant, the Fund may reduce its
position in Greater China growth companies and Greater China
associated companies and increase its investment in cash and
liquid debt securities, such as U.S. Government securities, bank
obligations, commercial paper, short-term notes and repurchase
agreements. For temporary or emergency purposes, the Fund may
also borrow up to 10% of the value of its total assets from
banks.
The Fund may purchase put and call options on securities and
stock indices, provided the premium paid for such options does
not exceed 5% of the Fund's net assets. The Fund may also sell
covered put options with respect to up to 10% of the value of its
net assets, and may write covered call options so long as not
more than 25% of the Fund's net assets is subject to being
purchased upon the exercise of the calls. For hedging purposes
only, the Fund may engage in transactions in stock index futures
contracts, provided that the Fund's equivalent exposure in such
contracts does not exceed 15% of its total assets.
IVY GLOBAL FUND: The Fund seeks long-term capital growth
through a flexible policy of investing in stocks and debt
obligations of companies and governments of any nation. Any
income realized will be incidental. Under normal conditions, the
Fund will invest at least 65% of its total assets in the common
stock of companies throughout the world, with at least three
different countries (one of which may be the United States)
represented in the Fund's overall portfolio holdings. Although
the Fund generally invests in common stock, it may also invest in
preferred stocks, sponsored or unsponsored ADRs, GDRs, ADSs and
GDSs, and investment-grade debt securities (i.e., those rated Baa
or higher by Moody's or BBB or higher by S&P, or if unrated,
considered by IMI to be of comparable quality), including
corporate bonds, notes, debentures, convertible bonds and zero
coupon bonds.
The Fund may invest less than 35% of its net assets in debt
securities rated Ba or below by Moody's or BB or below by S&P,
or, if unrated, considered by IMI to be of comparable quality
(commonly referred to as "high yield" or "junk" bonds). The Fund
will not invest in debt securities rated less than C by either
Moody's or S&P.
The Fund may with approval of the Trustees, but currently
does not intend to, lend portfolio securities valued at not more
that 30% of the Fund's total assets. The Fund may also invest in
equity real estate investment trusts, warrants, purchase
securities on a "when-issued" or firm commitment basis, engage in
foreign currency exchange transactions and enter into forward
foreign currency contracts. The Fund may also invest (i) up to
10% of its total assets in other investment companies and (ii) up
to 15% of its net assets in restricted and other illiquid
securities.
For temporary defensive purposes and during periods when IMI
believes that circumstances warrant, the Fund may invest without
limit in U.S. Government securities, obligations issued by
domestic or foreign banks (including certificates of deposit,
time deposits and bankers' acceptances), and domestic or foreign
commercial paper (which, if issued by a corporation, must be
rated Prime-1 by Moody's or A-1 by S&P, or if unrated has been
issued by a company that at the time of investment has an
outstanding debt issue rated AAA or AA by S&P or Aaa or Aa by
Moody's). The Fund may also enter into repurchase agreements,
and, for temporary or emergency purposes, may borrow up to 10% of
the value of its total assets from banks.
The Fund may purchase put and call options on stock indices,
provided the premium paid for such options does not exceed 10% of
the Fund's net assets. The Fund may also sell covered put options
with respect to up to 50% of the value of its net assets, and may
write covered call options so long as not more than 20% of the
Fund's net assets is subject to being purchased upon the exercise
of the calls. For hedging purposes only, the Fund may engage in
transactions in (and options on) stock index and foreign currency
futures contracts, provided that the Fund's equivalent exposure
in such contracts does not exceed 20% of its total assets.
IVY GLOBAL NATURAL RESOURCES FUND: The Fund's investment
objective is long-term growth. Any income realized will be
incidental. Under normal conditions, the Fund invests at least
65% of its total assets in the equity securities of companies
throughout the world that own, explore or develop natural
resources and other basic commodities, or supply goods and
services to such companies. Under this investment policy, at
least three different countries (one of which may be the United
States) will be represented in the Fund's overall portfolio
holdings. "Natural resources" generally include precious metals
(such as gold, silver and platinum), ferrous and nonferrous
metals (such as iron, aluminum and copper), strategic metals
(such as uranium and titanium), coal, oil, natural gases, timber,
undeveloped real property and agricultural commodities. Although
the Fund generally invests in common stock, it may also invest in
preferred stock, securities convertible into common stock and
sponsored or unsponsored ADRs, GDRs, ADSs and GDSs. The Fund may
also invest directly in precious metals and other physical
commodities.
IMI believes that certain political and economic changes in
the global environment in recent years have had and will continue
to have a profound effect on global supply and demand of natural
resources, and that rising demand from developing markets and new
sources of supply should create attractive investment
opportunities. In selecting the Fund's investments, IMI will
seek to identify securities of companies that, in IMI's opinion,
appear to be undervalued relative to the value of the companies'
natural resource holdings.
For temporary defensive purposes, the Fund may invest
without limit in cash or cash equivalents, such as bank
obligations (including certificates of deposit and bankers'
acceptances), commercial paper, short-term notes and repurchase
agreements. For temporary or emergency purposes, the Fund may
borrow up to one-third of the value of its total assets from
banks, but may not purchase securities at any time during which
the value of the Fund's outstanding loans exceeds 10% of the
value of the Fund's total assets. The Fund may engage in foreign
currency exchange transactions and enter into forward foreign
currency contracts. The Fund may also invest (i) up to 10% of
its total assets in other investment companies and (ii) up to 15%
of its net assets in restricted and other illiquid securities.
The Fund may with approval of the Trustees, but currently does
not intend to, lend portfolio securities.
For hedging purposes only, the Fund may engage in
transactions in (and options on) foreign currency futures
contracts, provided that the Fund's equivalent exposure in such
contracts does not exceed 15% of its total assets.
IVY GLOBAL SCIENCE & TECHNOLOGY FUND: The Fund's principal
investment objective is long-term capital growth. Any income
realized will be incidental. Under normal conditions, the Fund
will invest at least 65% of its total assets in the common stock
of companies that are expected to benefit from the development,
advancement and use of science and technology. Under this
investment policy, at least three different countries (one of
which may be the United States) will be represented in the Fund's
overall portfolio holdings. Industries likely to be represented
in the Fund's portfolio include computers and peripheral
products, software, electronic components and systems,
telecommunications, media and information services,
pharmaceuticals, hospital supply and medical devices,
biotechnology, environmental services, chemicals and synthetic
materials, and defense and aerospace. The Fund may also invest
in companies that are expected to benefit indirectly from the
commercialization of technological and scientific advances. In
recent years, rapid advances in these industries have stimulated
unprecedented growth. While this is no guarantee of future
performance, IMI believes that these industries offer substantial
opportunities for long-term capital appreciation.
Although the Fund generally invests in common stock, it may
also invest in preferred stock, securities convertible into
common stock, sponsored or unsponsored ADRs, GDRs, ADSs and GDSs,
and investment-grade debt securities (i.e., those rated Baa or
higher by Moody's or BBB or higher by S&P, or if unrated,
considered by IMI to be of comparable quality), including
corporate bonds, notes, debentures, convertible bonds and zero-
coupon bonds. The Fund may also invest up to 5% of its net
assets in debt securities that are rated Ba or below by Moody's
or BB or below by S&P, or if unrated, considered by IMI to be of
comparable quality (commonly referred to as "high yield" or
"junk" bonds). The Fund will not invest in debt securities rated
less than C by either Moody's or S&P. (A description of the
ratings assigned by Moody's and S&P is contained in Appendix A to
this SAI).
The Fund may with approval of the Trustees, but currently
does not intend to, lend portfolio securities valued at not more
than 30% of the Fund's total assets. The Fund may also invest in
warrants, purchase securities on a "when-issued" or firm
commitment basis, engage in foreign currency exchange
transactions and enter into forward foreign currency contracts.
The Fund may also invest (i) up to 10% of its total assets in
other investment companies and (ii) up to 15% of its net assets
in restricted and other illiquid securities.
For temporary defensive purposes and during periods when IMI
believes that circumstances warrant, the Fund may invest without
limit in U.S. Government securities, obligations issued by
domestic or foreign banks (including certificates of deposit,
time deposits and bankers' acceptances), and domestic or foreign
commercial paper (which, if issued by a corporation, must be
rated Prime-1 by Moody's or A-1 by S&P, or if unrated has been
issued by a company that at the time of investment has an
outstanding debt issue rated AAA or AA by S&P or Aaa or Aa by
Moody's). The Fund may also enter into repurchase agreements,
and, for temporary or emergency purposes, may borrow up to 10% of
the value of its total assets from banks.
The Fund may purchase put and call options on stock indices
and on individual securities, provided the premium paid for such
options does not exceed 10% of the value of the Fund's net
assets. The Fund may also sell covered put options with respect
to up to 50% of the value of its net assets, and may sell covered
call options so long as not more than 20% of the Fund's net
assets is subject to being purchased upon the exercise of the
calls. For hedging purposes only, the Fund may engage in
transactions in (and options on) stock index and foreign currency
futures contracts, provided that the Fund's equivalent exposure
in such contracts does not exceed 20% of the value of its total
assets.
IVY INTERNATIONAL FUND II: The Fund's principal investment
objective is long-term capital growth primarily through
investment in equity securities. Consideration of current income
is secondary to this principal objective.
It is anticipated that at least 65% of the Fund's total
assets will be invested in common stocks (and securities
convertible into common stocks) principally traded in European,
Pacific Basin and Latin American markets. Under this investment
policy, at least three different countries (other than the United
States) will be represented in the Fund's overall portfolio
holdings. For temporary defensive purposes, the Fund may also
invest in equity securities principally traded in U.S. markets.
IMI, the Fund's investment manager, invests the Fund's assets in
a variety of economic sectors, industry segments and individual
securities in order to reduce the effects of price volatility in
any one area and to enable shareholders to participate in markets
that do not necessarily move in concert with U.S. markets. IMI
seeks to identify rapidly expanding foreign economies, and then
searches out growing industries and corporations, focusing on
companies with established records. Individual securities are
selected based on value indicators, such as a low price-earnings
ratio, and are reviewed for fundamental financial strength.
Companies in which investments are made will generally have at
least $1 billion in capitalization and a solid history of
operations.
When economic or market conditions warrant, the Fund may
invest without limit in U.S. Government securities, investment-
grade debt securities (i.e., those rated Baa or higher by Moody's
or BBB or higher by S&P, or if unrated, considered by IMI to be
of comparable quality), preferred stocks, sponsored or
unsponsored ADRs, GDRs, ADSs and GDSs, warrants, or cash or cash
equivalents such as bank obligations (including certificates of
deposit and bankers' acceptances), commercial paper, short-term
notes and repurchase agreements. For temporary or emergency
purposes, the Fund may borrow up to 10% of the value of its total
assets from banks. The Fund may also purchase securities on a
"when-issued" or firm commitment basis, and may engage in
currency exchange transactions and enter into forward foreign
currency contracts. The Fund may also invest (i) up to 10% of
its total assets in other investment companies and (ii) up to 15%
of its net assets in restricted and other illiquid securities.
The Fund may purchase put and call options on securities and
stock indices, provided the premium paid for such options does
not exceed 5% of the Fund's net assets. The Fund may also sell
covered put options with respect to up to 10% of the value of its
net assets, and may write covered call options so long as not
more than 25% of the Fund's net assets is subject to being
purchased upon the exercise of the calls. For hedging purposes
only, the Fund may engage in transactions in (and options on)
stock index and foreign currency futures contracts, provided that
the Fund's equivalent exposure in such contracts does not exceed
15% of its total assets.
IVY INTERNATIONAL SMALL COMPANIES FUND: The Fund's
principal investment objective is long-term growth primarily
through investment in foreign equity securities. Consideration of
current income is secondary to this principal objective. Under
normal circumstances the Fund invests at least 65% of its total
assets in common and preferred stocks (and securities convertible
into common stocks) of foreign issuers having total market
capitalization of less than $1 billion. Under this investment
policy, at least three different countries (other than the United
States) will be represented in the Fund's overall portfolio
holdings. For temporary defensive purposes, the Fund may also
invest in equity securities principally traded in the United
States. The Fund will invest its assets in a variety of economic
sectors, industry segments and individual securities in order to
reduce the effects of price volatility in any area and to enable
shareholders to participate in markets that do not necessarily
move in concert with the U.S. market. The factors that IMI
considers in determining the appropriate distribution of
investments among various countries and regions include prospects
for relative economic growth, expected levels of inflation,
government policies influencing business conditions and the
outlook for currency relationships.
In selecting the Fund's investments, IMI will seek to
identify securities that are attractively priced relative to
their intrinsic value. The intrinsic value of a particular
security is analyzed by reference to characteristics such as
relative price/earnings ratio, dividend yield and other relevant
factors (such as applicable financial, tax, social and political
conditions).
When economic or market conditions warrant, the Fund may
invest without limit in U.S. Government securities, investment-
grade debt securities, zero coupon bonds, preferred stocks,
warrants, or cash or cash equivalents such as bank obligations
(including certificates of deposit and bankers' acceptances),
commercial paper, short-term notes and repurchase agreements.
The Fund may also invest up to 5% of its net assets in debt
securities rated Ba or below by Moody's or BB or below by S&P, or
if unrated, considered by IMI to be of comparable quality
(commonly referred to as "high yield" or "junk" bonds).
For temporary or emergency purposes, the Fund may borrow up
to one-third of the value of its total assets from banks, but may
not purchase securities at any time during which the value of the
Fund's outstanding loans exceeds 10% of the value of the Fund's
assets. The Fund may engage in foreign currency exchange
transactions and enter into forward foreign currency contracts.
The Fund may also invest (i) up to 10% of its total assets in
other investment companies and (ii) up to 15% of its net assets
in restricted and other illiquid securities. The Fund may with
approval of the Trustees, but currently does not intend to, lend
portfolio securities.
The Fund may purchase put and call options on securities and
stock indices, provided the premium paid for such options does
not exceed 5% of the Fund's net assets. The Fund may also sell
covered put options with respect to up to 10% of the value of its
net assets, and may write covered call options so long as not
more than 25% of the Fund's net assets is subject to being
purchased upon the exercise of the calls. For hedging purposes
only, the Fund may engage in transactions in stock index and
foreign currency futures contracts, provided that the Fund's
equivalent exposure in such contracts does not exceed 15% of its
total assets.
IVY LATIN AMERICA STRATEGY FUND: The Fund's principal
investment objective is long-term capital growth. Consideration
of current income is secondary to this principal objective.
Under normal conditions the Fund invests at least 65% of its
total assets in securities issued in Latin America, which for
purposes of this Prospectus is defined as Mexico, Central
America, South America and the Spanish-speaking islands of the
Caribbean. Securities of Latin American issuers include (a)
securities of companies organized under the laws of a Latin
American country or for which the principal securities trading
market is in Latin America; (b) securities that are issued or
guaranteed by the government of a Latin American country, its
agencies or instrumentalities, political subdivisions or the
country's central bank; (c) securities of a company, wherever
organized, where at least 50% of the company's non-current
assets, capitalization, gross revenue or profit in any one of the
two most recent fiscal years represents (directly or indirectly
through subsidiaries) assets or activities located in Latin
America; or (d) any of the preceding types of securities in the
form of depository shares. The Fund may participate in markets
throughout Latin America, and it is expected that the Fund will
be invested at all times in at least three countries. Under
present conditions, the Fund expects to focus its investments in
Argentina, Brazil, Chile, Mexico and Venezuela, which IMI
believes are the most developed capital markets in Latin America.
The Fund does not expect to concentrate its investments in any
particular industry.
The Fund's equity investments consist of common stock,
preferred stock (either convertible or non-convertible),
sponsored or unsponsored ADRs, GDRs, ADSs and GDSs, and warrants
(any of which may be purchased through rights). The Fund's equity
securities may be listed on securities exchanges, traded over-
the-counter, or have no organized market.
The Fund may invest in debt securities (including zero
coupon bonds) when IMI anticipates that the potential for capital
appreciation from debt securities is likely to equal or exceed
that of equity securities (e.g., a favorable change in relative
foreign exchange rates, interest rate levels or the
creditworthiness of issuers). These include debt securities
issued by Latin American Governments ("Sovereign Debt"). Most of
the debt securities in which the Fund may invest are not rated,
and those that are rated are expected to be below investment-
grade (i.e., rated Ba or below by Moody's or BB or below by S&P,
or considered by IMI to be of comparable quality), and are
commonly referred to as "high yield" or "junk" bonds.
To meet redemptions, or while the Fund is anticipating
investments in Latin American securities, the Fund may hold cash
or cash equivalents such as bank obligations (including
certificates of deposit and bankers' acceptances), commercial
paper, short-term notes and repurchase agreements. For temporary
defensive or emergency purposes, the Fund may (i) invest without
limit in such instruments, and (ii) borrow up to one-third of the
value of its total assets from banks (but may not purchase
securities at any time during which the value of the Fund's
outstanding loans exceeds 10% of the value of the Fund's total
assets).
The Fund may with approval of the Trustees, but currently
does not intend to, lend portfolio securities valued at not more
that 30% of the Fund's total assets. The Fund may also invest in
warrants, purchase securities on a "when-issued" or firm
commitment basis, engage in foreign currency exchange
transactions and enter into forward foreign currency contracts.
The Fund may also invest (i) up to 10% of its total assets in
other investment companies and (ii) up to 15% of its net assets
in restricted and other illiquid securities. The Fund will treat
any Latin American securities that are subject to restrictions on
repatriation for more than seven days, as well as any securities
issued in connection with Latin American debt conversion programs
that are restricted to remittance of invested capital or profits,
as illiquid securities for purposes of this limitation.
The Fund may purchase put and call options on securities and
stock indices, provided the premium paid for such options does
not exceed 5% of the Fund's net assets. The Fund may also sell
covered put options with respect to up to 10% of the value of its
net assets, and may write covered call options so long as not
more than 25% of the Fund's net assets is subject to being
purchased upon the exercise of the calls. For hedging purposes
only, the Fund may engage in transactions in (and options on)
stock index and foreign currency futures contracts, provided that
the Fund's equivalent exposure in such contracts does not exceed
15% of its total assets.
IVY NEW CENTURY FUND: The Fund's principal objective is
long-term growth. Consideration of current income is secondary
to this principal objective. In pursuing its objective, the Fund
invests primarily in the equity securities of companies that IMI
believes will benefit from the economic development and growth of
emerging markets. The Fund considers countries having emerging
markets to be those that (i) are generally considered to be
"developing" or "emerging" by the World Bank and the
International Finance Corporation, or (ii) are classified by the
United Nations (or otherwise regarded by their authorities) as
"emerging." Under normal market conditions, the Fund invests at
least 65% of its total assets in equity securities (including
common and preferred stocks, convertible debt obligations,
warrants, options, rights and sponsored or unsponsored ADRs, GDRs
ADSs and GDSs that are listed on stock exchanges or traded over-
the-counter) of "Emerging Market growth companies," which are
defined as companies (a) for which the principal securities
trading market is an emerging market (as defined above), (b) that
(alone or on a consolidated basis) derives 50% or more of its
total revenue either from goods, sales or services in emerging
markets, or (c) that are organized under the laws of (and with a
principal office in) an emerging market country.
The Fund normally invests its assets in the securities of
issuers located in at least three emerging market countries, and
may invest 25% or more of its total assets in the securities of
issuers located in any one country. IMI's determination as to
whether a company qualifies as a Emerging Markets growth company
is based primarily on information contained in financial
statements, reports, analyses and other pertinent information
(some of which may be obtained directly from the company).
For purposes of capital appreciation, the Fund may invest up
to 35% of its assets in (i) debt securities of government or
corporate issuers in emerging market countries, (ii) equity and
debt securities of issuers in developed countries (including the
United States), and (iii) cash or cash equivalents such as bank
obligations (including certificates of deposit and bankers'
acceptances), commercial paper, short-term notes and repurchase
agreements. For temporary defensive purposes, the Fund may invest
without limit in such instruments. The Fund may also invest in
zero coupon bonds and purchase securities on a "when-issued" or
firm commitment basis.
The Fund will not invest more than 20% of its total assets
in debt securities rated Ba or lower by Moody's or BB or lower by
S&P, or if unrated, considered by IMI to be of comparable quality
(commonly referred to as "high yield" or "junk" bonds).
For temporary or emergency purposes, the Fund may borrow up
to one-third of the value of its total assets from banks, but may
not purchase securities at any time during which the value of the
Fund's outstanding loans exceeds 10% of the value of the Fund's
assets. The Fund may with approval of the Trustees, but
currently does not intend to, lend portfolio securities valued at
not more that 30% of the Fund's total assets, engage in foreign
currency exchange transactions and enter into forward foreign
currency contracts. The Fund may also invest (i) up to 10% of
its total assets in other investment companies, and (ii) up to
15% of its net assets in restricted and other illiquid
securities.
The Fund may purchase put and call options on securities and
stock indices, provided the premium paid for such options does
not exceed 5% of the Fund's net assets. The Fund may also sell
covered put options with respect to up to 10% of the value of its
net assets, and may write covered call options so long as not
more than 25% of the Fund's net assets is subject to being
purchased upon the exercise of the calls. For hedging purposes
only, the Fund may engage in transactions in (and options on)
stock index and foreign currency futures contracts, provided that
the Fund's equivalent exposure in such contracts does not exceed
15% of its total assets.
IVY PAN-EUROPE FUND: The Fund's principal investment
objective is long-term capital growth. Consideration of current
income is secondary to this principal objective. The Fund seeks
to achieve its investment objective by investing primarily in the
equity securities of companies domiciled or otherwise doing
business (as described below) in European countries.
Under normal circumstances, the Fund will invest at least
65% of its total assets in the equity securities of "European
companies," which include any issuer (a) that is organized under
the laws of a European country; (b) that derives 50% or more of
its total revenues from goods produced or sold, investments made
or services performed in Europe; or (c) for which the principal
trading market is in Europe. The Fund may also invest up to 35%
of its total assets in the equity securities of issuers domiciled
outside of Europe. The equity securities in which the Fund may
invest include common stock, preferred stock and common stock
equivalents such as warrants and convertible debt securities.
The Fund may also invest in sponsored or unsponsored ADRs,
European Depository Receipts ("EDRs"), GDRs, ADSs, European
Depository Shares ("EDSs") and GDSs. The Fund does not expect to
concentrate its investments in any particular industry.
The Fund may invest up to 35% of its net assets in debt
securities, but will not invest more than 20% of its net assets
in debt securities rated Ba or below by Moody's or BB or below by
S&P (commonly referred to as "high yield" or "junk" bonds), or if
unrated, considered by IMI to be of comparable quality. The
Fund may also purchase securities on a "when-issued" or firm
commitment basis, engage in foreign currency exchange
transactions and enter into forward foreign currency contracts.
In addition, the Fund may invest up to 5% of its net assets in
zero coupon bonds. The Fund may with approval of its Board of
Trustees (the "Trustees" or "Board"), but currently does not
intend to, lend portfolio securities.
For temporary defensive purposes or when IMI believes that
circumstances warrant, the Fund may invest without limit in U.S.
Government securities, investment-grade debt securities (i.e.,
those rated Baa or higher by Moody's or BBB or higher by S&P, or
if unrated, considered by IMI to be of comparable quality),
warrants, and cash or cash equivalents such as domestic or
foreign bank obligations (including certificates of deposit, time
deposits and bankers' acceptances), short-term notes, repurchase
agreements, and domestic or foreign commercial paper (which, if
issued by a corporation, must be rated Prime-1 by Moody's or A-1
by S&P, or if unrated has been issued by a company that at the
time of investment has an outstanding debt issue rated AAA or AA
by S&P or Aaa or Aa by Moody's).
For temporary or emergency purposes, the Fund may borrow up
to one-third of the value of its total assets from banks, but may
not purchase securities at any time during which the value of the
Fund's outstanding loans exceeds 10% of the value of the Fund's
total assets. The Fund may also invest (i) up to 10% of its
total assets in other investment companies, and (ii) up to 15% of
its net assets in restricted and other illiquid securities.
The Fund may purchase put and call options on securities and
stock indices, provided the premium paid for such options does
not exceed 5% of the Fund's net assets. The Fund may also sell
covered put options with respect to up to 10% of the value of its
net assets, and may write covered call options so long as not
more than 25% of the Fund's net assets is subject to being
purchased upon the exercise of the calls. For hedging purposes
only, the Fund may engage in transactions in (and options on)
stock index and foreign currency futures contracts, provided that
the Fund's equivalent exposure in such contracts does not exceed
15% of its total assets.
RISK FACTORS
U.S. GOVERNMENT SECURITIES
U.S. Government securities are obligations of, or guaranteed
by, the U.S. Government, its agencies or instrumentalities.
Securities guaranteed by the U.S. Government include: (1) direct
obligations of the U.S. Treasury (such as Treasury bills, notes,
and bonds) and (2) Federal agency obligations guaranteed as to
principal and interest by the U.S. Treasury (such as GNMA
certificates, which are mortgage-backed securities). When such
securities are held to maturity, the payment of principal and
interest is unconditionally guaranteed by the U.S. Government,
and thus they are of the highest possible credit quality. U.S.
Government securities that are not held to maturity are subject
to variations in market value due to fluctuations in interest
rates.
Mortgage-backed securities are securities representing part
ownership of a pool of mortgage loans. For example, GNMA
certificates are such securities in which the timely payment of
principal and interest is guaranteed by the full faith and credit
of the U.S. Government. Although the mortgage loans in the pool
will have maturities of up to 30 years, the actual average life
of the loans typically will be substantially less because the
mortgages will be subject to principal amortization and may be
prepaid prior to maturity. Prepayment rates vary widely and may
be affected by changes in market interest rates. In periods of
falling interest rates, the rate of prepayment tends to increase,
thereby shortening the actual average life of the security.
Conversely, rising interest rates tend to decrease the rate of
prepayment, thereby lengthening the actual average life of the
security (and increasing the security's price volatility).
Accordingly, it is not possible to predict accurately the average
life of a particular pool. Reinvestment of prepayment may occur
at higher or lower rates than the original yield on the
certificates. Due to the prepayment feature and the need to
reinvest prepayments of principal at current rates, mortgage-
backed securities can be less effective than typical bonds of
similar maturities at "locking in" yields during periods of
declining interest rates. Such securities may appreciate or
decline in market value during periods of declining or rising
interest rates, respectively.
Securities issued by U.S. Government instrumentalities and
certain federal agencies are neither direct obligations of nor
guaranteed by the U.S. Treasury; however, they involve Federal
sponsorship in one way or another. Some are backed by specific
types of collateral, some are supported by the issuer's right to
borrow from the Treasury, some are supported by the discretionary
authority of the Treasury to purchase certain obligations of the
issuer, others are supported only by the credit of the issuing
government agency or instrumentality. These agencies and
instrumentalities include, but are not limited to, Federal Land
Banks, Farmers Home Administration, Central Bank for
Cooperatives, Federal Intermediate Credit Banks, Federal Home
Loan Banks, Federal National Mortgage Association, Federal Home
Loan Mortgage Corporation, and Student Loan Marketing
Association.
CONVERTIBLE SECURITIES
Because convertible securities can be converted into equity
securities, their values will normally vary in some proportion
with those of the underlying equity securities. Convertible
securities usually provide a higher yield than the underlying
equity, however, so that the price decline of a convertible
security may sometimes be less substantial than that of the
underlying equity security.
A Fund may invest in convertible securities, such as
corporate bonds, notes, debentures and other securities that may
be converted into common stock. Investments in convertible
securities can provide income through interest and dividend
payments as well as an opportunity for capital appreciation by
virtue of their conversion or exchange features.
The convertible securities in which a Fund may invest
include preferred stock that may be converted or exchanged at a
stated or determinable exchange ratio into underlying shares of
common stock. The exchange ratio for any particular convertible
security may be adjusted from time to time due to stock splits,
dividends, spin-offs, other corporate distributions or scheduled
changes in the exchange ratio. Convertible debt securities and
convertible preferred stocks, until converted, have general
characteristics similar to both debt and equity securities.
Although to a lesser extent than with debt securities generally,
the market value of convertible securities tends to decline as
interest rates increase and, conversely, tends to increase as
interest rates decline. In addition, because of the conversion
or exchange feature, the market value of convertible securities
typically changes as the market value of the underlying common
stock changes, and, therefore, also tends to follow movements in
the general market for equity securities. When the market price
of the underlying common stock increases, the price of a
convertible security tends to rise as a reflection of the value
of the underlying common stock, although typically not as much as
the price of the underlying common stock. While no securities
investments are without risk, investments in convertible
securities generally entail less risk than investments in common
stock of the same issuer.
As debt securities, convertible securities are investments
which provide for a stream of income. Of course, like all debt
securities, there can be no assurance of income or principal
payments because the issuers of the convertible securities may
default on their obligations. Convertible securities generally
offer lower yields than non-convertible securities of similar
quality because of their conversion or exchange features.
Convertible securities generally are subordinated to other
similar but non-convertible securities of the same issuer,
although convertible bonds, as corporate debt obligations, are
senior in right of payment to all equity securities, and
convertible preferred stock is senior to common stock, of the
same issuer. However, convertible bonds and convertible
preferred stock typically have lower coupon rates than similar
non-convertible securities. Convertible securities may be issued
as fixed income obligations that pay current income.
DEBT SECURITIES, IN GENERAL
Investment in debt securities involves both interest rate
and credit risk. Generally, the value of debt instruments rises
and falls inversely with fluctuations in interest rates. As
interest rates decline, the value of debt securities generally
increases. Conversely, rising interest rates tend to cause the
value of debt securities to decrease. Bonds with longer
maturities generally are more volatile than bonds with shorter
maturities. The market value of debt securities also varies
according to the relative financial condition of the issuer. In
general, lower-quality bonds offer higher yields due to the
increased risk that the issuer will be unable to meet its
obligations on interest or principal payments at the time called
for by the debt instrument.
ZERO COUPON BONDS
A Fund may purchase zero coupon bonds in accordance with the
Fund's credit quality standards. Zero coupon bonds are debt
obligations issued without any requirement for the periodic
payment of interest, and are issued at a significant discount
from face value. The discount approximates the total amount of
interest the bonds would accrue and compound over the period
until maturity at a rate of interest reflecting the market rate
at the time of issuance. If a Fund holds zero coupon bonds in
its portfolio, it would recognize income currently for Federal
income tax purposes in the amount of the unpaid, accrued interest
and generally would be required to distribute dividends repre-
senting such income to shareholders currently, even though the
cash representing such income would not have been received by the
Fund. Cash to pay dividends representing unpaid, accrued
interest may be obtained from, for example, sales proceeds of
portfolio securities and Fund shares and from loan proceeds.
However, this may result in a Fund's having to sell portfolio
securities at a time when it might otherwise choose not to do so,
and the Fund might incur a capital loss on such sales. Because
interest on zero coupon obligations is not distributed to a Fund
on a current basis, but is in effect compounded, the value of
such securities is subject to greater fluctuations in response to
changing interest rates than the value of debt obligations that
distribute income regularly.
REPURCHASE AGREEMENTS
Repurchase agreements are contracts under which a Fund buys
a money market instrument and obtains a simultaneous commitment
from the seller to repurchase the instrument at a specified time
and at an agreed-upon yield. Under guidelines approved by the
Board, a Fund is permitted to enter into repurchase agreements
only if the repurchase agreements are at least fully
collateralized with U.S. Government securities or other
securities that the Fund's investment adviser has approved for
use as collateral for repurchase agreements and the collateral
must be marked-to-market daily. A Fund will enter into
repurchase agreements only with banks and broker-dealers deemed
to be creditworthy by the Fund's investment adviser under
guidelines approved by the Board. In the unlikely event of
failure of the executing bank or broker-dealer, a Fund could
experience some delay in obtaining direct ownership of the
underlying collateral and might incur a loss if the value of the
security should decline, as well as costs in disposing of the
security.
WARRANTS
The holder of a warrant has the right, until the warrant
expires, to purchase a given number of shares of a particular
issuer at a specified price. Such investments can provide a
greater potential for profit or loss than an equivalent
investment in the underlying security. However, prices of
warrants do not necessarily move in tandem with the prices of the
underlying securities, and are, therefore, considered speculative
investments. Warrants pay no dividends and confer no rights
other than a purchase option. Thus, if a warrant held by a Fund
were not exercised by the date of its expiration, the Fund would
lose the entire purchase price of the warrant. A Fund's
investments in warrants will not exceed 5% of the value of its
net assets.
SMALL COMPANIES
Investing in smaller company stocks involves certain special
considerations and risks that are not usually associated with
investing in larger, more established companies. For example,
the securities of smaller companies may be subject to more abrupt
or erratic market movements, because they tend to be thinly
traded and are subject to a greater degree to changes in the
issuer's earnings and prospects. Small companies also tend to
have limited product lines, markets or financial resources.
Transaction costs in smaller company stocks also may be higher
than those of larger companies.
COMMERCIAL PAPER
Commercial paper represents short-term unsecured promissory
notes issued in bearer form by bank holding companies,
corporations and finance companies. A Fund may invest in
commercial paper that is rated Prime-1 by Moody's or A-1 by S&P
or, if not rated by Moody's or S&P, is issued by companies having
an outstanding debt issue rated Aaa or Aa by Moody's or AAA or AA
by S&P.
BANKING INDUSTRY AND SAVINGS AND LOAN OBLIGATIONS
Certificates of deposit are negotiable certificates issued
against funds deposited in a commercial bank for a definite
period of time and earning a specified return. Bankers'
acceptances are negotiable drafts or bills of exchange, normally
drawn by an importer or exporter to pay for specific merchandise,
which are "accepted" by a bank (meaning, in effect, that the bank
unconditionally agrees to pay the face value of the instrument at
maturity). In addition to investing in certificates of deposit
and bankers' acceptances, a Fund may invest in time deposits in
banks or savings and loan associations. Time deposits are
generally similar to certificates of deposit, but are
uncertificated. A Fund's investments in certificates of deposit,
time deposits, and bankers' acceptances are limited to
obligations of (i) banks having total assets in excess of $1
billion, (ii) U.S. banks which do not meet the $1 billion asset
requirement, if the principal amount of such obligation is fully
insured by the Federal Deposit Insurance Corporation (the
"FDIC"), (iii) savings and loan associations which have total
assets in excess of $1 billion and which are members of the FDIC,
and (iv) foreign banks if the obligation is, in IMI's opinion, of
an investment quality comparable to other debt securities which
may be purchased by the particular Fund. A Fund's investments in
certificates of deposit of savings associations are limited to
obligations of Federal and state-chartered institutions whose
total assets exceed $1 billion and whose deposits are insured by
the FDIC.
DEPOSITORY RECEIPTS
ADRs, GDRs and similar instruments, the issuance of which is
typically administered by a U.S. or foreign bank or trust
company, evidence ownership of underlying securities issued by a
U.S. or foreign corporation. Unsponsored programs are organized
independently and without the cooperation of the issuer of the
underlying securities. As a result, available information
concerning the issuer may not be as current as for sponsored
depository instruments and their prices may be more volatile than
if they were sponsored by the issuers of the underlying
securities. ADRs are publicly traded on exchanges or over-the-
counter ("OTC") in the United States.
INVESTMENT-GRADE DEBT SECURITIES
Bonds rated Aaa by Moody's and AAA by S&P are judged to be
of the best quality (i.e., capacity to pay interest and repay
principal is extremely strong). Bonds rated Aa/AA are considered
to be of high quality (i.e., capacity to pay interest and repay
principal is very strong and differs from the highest rated
issues only to a small degree). Bonds rated A are viewed as
having many favorable investment attributes, but elements may be
present that suggest a susceptibility to the adverse effects of
changes in circumstances and economic conditions than debt in
higher rated categories. Bonds rated Baa/BBB (considered by
Moody's to be "medium grade" obligations) are considered to have
an adequate capacity to pay interest and repay principal, but
certain protective elements may be lacking (i.e., such bonds lack
outstanding investment characteristics and have some speculative
characteristics). A Fund may invest in debt securities that are
given an investment-grade rating by Moody's or S&P, and may also
invest in unrated debt securities that are considered by IMI to
be of comparable quality.
LOW-RATED DEBT SECURITIES
A Fund may invest in corporate debt securities rated Ba or
lower by Moody's, or BB or lower by S&P. A Fund will not,
however, invest in securities that, at the time of investment,
are rated lower than C by either Moody's or S&P. Securities
rated lower than Baa or BBB (and comparable unrated securities)
are commonly referred to as "high yield" or "junk" bonds and are
considered to be predominantly speculative with respect to the
issuer's continuing ability to meet principal and interest
payments. The lower the ratings of corporate debt securities,
the more their risks render them like equity securities. (See
Appendix A for a more complete description of the ratings
assigned by Moody's and S&P and their respective
characteristics.)
While IMI may refer to ratings issued by established credit
rating agencies, it is not IMI's policy to rely exclusively on
such ratings, but rather to supplement such ratings with its own
independent and ongoing review of credit quality. A Fund's
achievement of its investment objective may, to the extent of its
investment in low-rated debt securities, be more dependent upon
IMI's credit analysis than would be the case if the Funds were
investing in higher quality bonds. Should the rating of a
portfolio security be downgraded, IMI will determine whether it
is in the relevant Fund's best interest to retain or dispose of
the security. However, should any individual bond held by a Fund
be downgraded below a rating of C, IMI currently intends to
dispose of such bond based on then existing market conditions.
The secondary market on which low-rated debt securities are
traded may be less liquid than the market for higher grade bonds.
Less liquidity in the secondary trading market could adversely
affect the price at which a Fund could sell a low-rated debt
security, and cause large fluctuations in the daily net asset
value of the Fund's shares. Adverse publicity and investor
perceptions, whether or not based on fundamental analysis, may
decrease the value and liquidity of low-rated debt securities,
especially in a thinly traded market. When secondary markets for
high yield securities become relatively less liquid, it may be
more difficult to value the securities, requiring additional
research, and elements of judgment. Prices for low-rated debt
securities may be affected by legislative and regulatory
developments. (For example, Federal rules require savings and
loan institutions to reduce gradually their holdings of this type
of security).
FOREIGN SECURITIES
A Fund may invest in securities of foreign issuers,
including non-U.S. dollar-denominated debt securities, Euro
dollar securities, sponsored and unsponsored ADRs, ADSs, GDRs
GDSs and debt securities issued, assumed or guaranteed by foreign
governments or political subdivisions or instrumentalities
thereof. Shareholders should consider carefully the substantial
risks involved in investing in securities issued by companies and
governments of foreign nations, which are in addition to the
usual risks inherent in the domestic investments.
Although a Fund intends to invest only in nations that IMI
considers to have relatively stable and friendly governments,
there is the possibility of expropriation, nationalization,
repatriation or confiscatory taxation, taxation of income earned
in a foreign country and other foreign taxes, foreign exchange
controls (which may include suspension of the ability to transfer
currency from a given country), default in foreign government
securities, political or social instability or diplomatic
developments which could affect investments in securities of
issuers in those nations. In addition, in many countries there
is less publicly available information about issuers than is
available for U.S. companies. For example, ownership of
unsponsored ADRs may not entitle the owner to financial or other
reports from the issuer to which it might otherwise be entitled
as the owner of a sponsored ADR. Moreover, foreign companies are
not generally subject to uniform accounting, auditing and
financial reporting standards, and auditing practices and
requirements may not be comparable to those applicable to U.S.
companies. In many foreign countries, there is less government
supervision and regulation of business and industry practices,
stock exchanges, brokers and listed companies than in the United
States. Foreign securities transactions may also be subject to
higher brokerage costs than domestic securities transactions.
The foreign securities markets of many of the countries in which
a Fund may invest may also be smaller, less liquid and subject to
greater price volatility than those in the United States. In
addition, a Fund may encounter difficulties or be unable to
pursue legal remedies and obtain judgment in foreign courts.
Foreign stock markets have different clearance and
settlement procedures and in certain markets there have been
times when settlements have been unable to keep pace with the
volume of securities transactions, making it difficult to conduct
such transactions. Delays in settlement could result in
temporary periods when assets of a Fund are uninvested and no
return is earned thereon. The inability of a Fund to make
intended security purchases due to settlement problems could
cause that Fund to miss attractive investment opportunities.
Further, the inability to dispose of portfolio securities due to
settlement problems could result either in losses to a Fund
because of subsequent declines in the value of the portfolio
security or, if a Fund has entered into a contract to sell the
security, in possible liability to the purchaser. Fixed
commissions on some foreign securities exchanges are generally
higher than negotiated commissions on U.S. exchanges, although
IMI will endeavor to achieve the most favorable net results on a
Fund's portfolio transactions. It may be more difficult for a
Fund's agents to keep currently informed about corporate actions
such as stock dividends or other matters that may affect the
prices of portfolio securities. Communications between the
United States and foreign countries may be less reliable than
within the United States, thus increasing the risk of delayed
settlements of portfolio transactions or loss of certificates for
portfolio securities. Moreover, individual foreign economies may
differ favorably or unfavorably from the United States economy in
such respects as growth of gross national product, rate of
inflation, capital reinvestment, resource self-sufficiency and
balance of payments position. IMI seeks to mitigate the risks to
a Fund associated with the foregoing considerations through
investment variation and continuous professional management.
INVESTING IN EMERGING MARKETS
Investors should recognize that investing in certain foreign
securities involves special considerations, including those set
forth below, that are not typically associated with investing in
United States securities and that may affect a Fund's performance
favorably or unfavorably. (See "Foreign Securities" under the
caption "Risk Factors and Investment Techniques" in the
Prospectus.)
In recent years, many emerging market countries around the
world have undergone political changes that have reduced
government's role in economic and personal affairs and have
stimulated investment and growth. Historically, there is a strong
direct correlation between economic growth and stock market
returns. While this is no guarantee of future performance, IMI
believes that investment opportunities (particularly in the
energy, environmental services, natural resources, basic
materials, power, telecommunications and transportation
industries) may result within the evolving economies of emerging
market countries from which the Fund and its shareholders will
benefit.
Investments in companies domiciled in developing countries
may be subject to potentially higher risks than investments in
developed countries. Such risks include (i) less social,
political and economic stability; (ii) a small market for
securities and/or a low or nonexistent volume of trading, which
result in a lack of liquidity and greater price volatility; (iii)
certain national policies that may restrict a Fund's investment
opportunities, including restrictions on investment in issuers or
industries deemed sensitive to national interests; (iv) foreign
taxation; (v) the absence of developed structures governing
private or foreign investment or allowing for judicial redress
for injury to private property; (vi) the absence, until
relatively recently in certain Eastern European countries, of a
capital market structure or market-oriented economy; (vii) the
possibility that recent favorable economic developments in
Eastern Europe may be slowed or reversed by unanticipated
political or social events in such countries; and (viii) the
possibility that currency devaluations could adversely affect the
value of a Fund's investments. Further, many emerging markets
have experienced and continue to experience high rates of
inflation.
Despite the dissolution of the Soviet Union, the Communist
Party may continue to exercise a significant role in certain
Eastern European countries. To the extent of the Communist
Party's influence, investments in such countries will involve
risks of nationalization, expropriation and confiscatory
taxation. The communist governments of a number of Eastern
European countries expropriated large amounts of private property
in the past, in many cases without adequate compensation, and
there can be no assurance that such expropriation will not occur
in the future. In the event of such expropriation, a Fund could
lose a substantial portion of any investments it has made in the
affected countries. Further, few (if any) accounting standards
exist in Eastern European countries. Finally, even though
certain Eastern European currencies may be convertible into U.S.
dollars, the conversion rates may be artificial in relation to
the actual market values and may be adverse to a Fund's net asset
value.
Certain Eastern European countries that do not have well-
established trading markets are characterized by an absence of
developed legal structures governing private and foreign
investments and private property. In addition, certain countries
require governmental approval prior to investments by foreign
persons, or limit the amount of investment by foreign persons in
a particular company, or limit the investment of foreign persons
to only a specific class of securities of a company that may have
less advantageous terms than securities of the company available
for purchase by nationals.
Authoritarian governments in certain Eastern European
countries may require that a governmental or quasi-governmental
authority act as custodian of a Fund's assets invested in such
country. To the extent such governmental or quasi-governmental
authorities do not satisfy the requirements of the Investment
Company Act of 1940, as amended (the "1940 Act"), with respect to
the custody of a Fund's cash and securities, that Fund's
investment in such countries may be limited or may be required to
be effected through intermediaries. The risk of loss through
governmental confiscation may be increased in such countries.
CANADIAN SECURITIES
Ivy Canada Fund normally invests a significant portion of
its assets in Canadian securities. The Canadian securities
market is among the largest in the world. Equity securities are
traded primarily on the country's five independent regional stock
exchanges: The Toronto Stock Exchange ("TSE"), the Montreal
Exchange ("ME"), the Vancouver Stock Exchange ("VSE"), the
Alberta Stock Exchange and the Winnipeg Stock Exchange. The TSE,
which is the largest regional exchange, had a total market
capitalization of $1190.8 billion as of November, 1996 and its
1,304 listed companies had a November trading volume of
2,610,118,602 shares. A small percentage of Canadian stocks are
traded on the unlisted or OTC market. In contrast, almost all
debt securities are traded on the OTC. Interlisting is common
among the Canadian and U.S. stock exchanges and the OTC markets.
In addition, the TSE, the American Stock Exchange and the Midwest
Stock Exchange are electronically linked to permit the order
routing of interlisted securities on those stock exchanges. The
ME and the Boston Stock Exchange are similarly linked. Ivy
Canada Fund invests less than 1% of its assets in securities
listed solely on the VSE.
The economy of Canada is strongly influenced by the
activities of companies and industries involved in the production
and processing of natural resources. The companies may include
those involved in the energy industry, industrial materials
(chemicals, base metals, timber and paper) and agricultural
materials (grain cereals). The securities of companies in the
energy industry are subject to changes in value and dividend
yield, which depend, to a large extent, on the price and supply
of energy fuels. Rapid price and supply fluctuations may be
caused by events relating to international politics, energy
conservation and the success of exploration projects. Economic
prospects are changing due to recent government attempts to
reduce restrictions against foreign investment. These
considerations are especially important for a Fund, like Ivy
Canada Fund, which invests primarily in Canadian securities.
Many factors, including social, environmental and economic
conditions, that are not within the control of Canada affect and
could have an adverse impact on the financial condition of
Canada. IMI is unable to predict what effect, if any, such
factors would have on instruments held in a Fund's portfolio.
Beginning in January of 1989 the U.S. - Canada Free Trade
Agreement will be phased in over a period of 10 years. This
agreement will remove tariffs on U.S. technology and Canadian
agricultural products in addition to removing trade barriers
affecting other important sectors of each country's economy.
Additionally, the recent implementation of the North American
Free Trade Agreement in January, 1994 is expected to lead to
increased trade and reduced barriers between Canada and the
United States.
Canada is one of the world's leading industrial countries,
as well as a major exporter of agricultural products. Canada is
rich in natural resources such as zinc, uranium, nickel, gold,
silver, aluminum, iron and copper. Forest covers over 44% of
land area, making Canada a leading world producer of newsprint.
Canada is also a major producer of hydroelectricity, oil and
gas. The business activities of companies in the energy field
may include the production, generation, transmission, marketing,
control or measurement of energy or energy fuels.
Canadian securities exchanges are self-regulatory agencies
that are recognized by the securities administrators of the
province in which the exchange is located. The largest, most
active Canadian exchange is the TSE, which is a self-regulated
agency recognized by the Ontario Securities Commission. Canadian
securities regulation differs in certain respects from United
States securities regulation. For example, the amount of
information available concerning companies that have securities
traded on Canadian exchanges and do not have securities traded on
an exchange in the United States is generally less than that
available concerning companies which have securities traded on
United States exchanges. See "Risk Factors and Investment
Techniques" in the Prospectus for a discussion of the risks
associated with investing in the securities of foreign companies.
INVESTING IN LATIN AMERICA
Investing in securities of Latin American issuers may entail
risks relating to the potential political and economic
instability of certain Latin American countries and the risks of
expropriation, nationalization, confiscation or the imposition of
restrictions on foreign investment and on repatriation of capital
invested. In the event of expropriation, nationalization or
other confiscation by any country, a Fund could lose its entire
investment in any such country.
The securities markets of Latin American countries are
substantially smaller, less developed, less liquid and more
volatile than the major securities markets in the U.S. Disclosure
and regulatory standards are in many respects less stringent than
U.S. standards. Furthermore, there is a lower level of
monitoring and regulation of the markets and the activities of
investors in such markets.
The limited size of many Latin American securities markets
and limited trading volume in the securities of Latin American
issuers compared to volume of trading in the securities of U.S.
issuers could cause prices to be erratic for reasons apart from
factors that affect the soundness and competitiveness of the
securities issuers. For example, limited market size may cause
prices to be unduly influenced by traders who control large
positions. Adverse publicity and investors' perceptions, whether
or not based on in-depth fundamental analysis, may decrease the
value and liquidity of portfolio securities.
Latin America Strategy Fund invests in securities
denominated in currencies of Latin American countries.
Accordingly, changes in the value of these currencies against the
U.S. dollar will result in corresponding changes in the U.S.
dollar value of the Fund's assets denominated in those
currencies.
Some Latin American countries also may have managed
currencies, which are not free floating against the U.S. dollar.
In addition, there is risk that certain Latin American countries
may restrict the free conversion of their currencies into other
countries. Further, certain Latin American currencies may not be
internationally traded. Certain of these currencies have
experienced a steep devaluation relative to the U.S. dollar. Any
devaluations in the currencies in which a Fund's portfolio
securities are denominated may have a detrimental impact on that
Fund's net asset value.
The economies of individual Latin American countries may
differ favorably or unfavorably from the U.S. economy in such
respects as the rate of growth of gross domestic product, the
rate of inflation, capital reinvestment, resource self-
sufficiency and balance of payments position. Certain Latin
American countries have experienced high levels of inflation
which can have a debilitating effect on the economy.
Furthermore, certain Latin American countries may impose
withholding taxes on dividends payable to a Fund at a higher rate
than those imposed by other foreign countries. This may reduce
the Fund's investment income available for distribution to
shareholders.
Certain Latin American countries such as Argentina, Brazil
and Mexico are among the world's largest debtors to commercial
banks and foreign governments. At times, certain Latin American
countries have declared moratoria on the payment of principal
and/or interest on outstanding debt. Investment in sovereign
debt can involve a high degree of risk. The governmental entity
that controls the repayment of sovereign debt may not be able or
willing to repay the principal and/or interest when due in
accordance with the terms of such debt. A governmental entity's
willingness or ability to repay principal and interest due in a
timely manner may be affected by, among other factors, its cash
flow situation, the extent of its foreign reserves, the
availability of sufficient foreign exchange on the date a payment
is due, the relative size of the debt service burden to the
economy as a whole, the governmental entity's policy towards the
International Monetary Fund, and the political constraints to
which a governmental entity may be subject. Governmental
entities may also be dependent on expected disbursements from
foreign governments, multilateral agencies and others abroad to
reduce principal and interest arrearages on their debt. The
commitment on the part of these governments, agencies and others
to make such disbursements may be conditioned on a governmental
entity's implementation of economic reforms and/or economic
performance and the timely service of such debtor's obligations.
Failure to implement such reforms, achieve such levels of
economic performance or repay principal or interest when due may
result in the cancellation of such third parties' commitments to
lend funds to the governmental entity, which may further impair
such debtor's ability or willingness to service its debts in a
timely manner. Consequently, governmental entities may default
on their sovereign debt.
Holders of sovereign debt, including a Fund, may be
requested to participate in the rescheduling of such debt and to
extend further loans to governmental entities. There is no
bankruptcy proceeding by which defaulted sovereign debt may be
collected in whole or in part.
Governments of many Latin American countries have exercised
and continue to exercise substantial influence over many aspects
of the private sector through the ownership or control of many
companies, including some of the largest in those countries. As
a result, government actions in the future could have a
significant effect on economic conditions which may adversely
affect prices of certain portfolio securities. Expropriation,
confiscatory taxation, nationalization, political, economic or
social instability or other similar developments, such as
military coups, have occurred in the past and could also
adversely affect a Fund's investments in this region.
Changes in political leadership, the implementation of
market oriented economic policies, such as privatization, trade
reform and fiscal and monetary reform are among the recent steps
taken to renew economic growth. External debt is being
restructured and flight capital (domestic capital that has left
home country) has begun to return. Inflation control efforts
have also been implemented. Latin American equity markets can be
extremely volatile and in the past have shown little correlation
with the U.S. market. Currencies are typically weak, but most
are now relatively free floating, and it is not unusual for the
currencies to undergo wide fluctuations in value over short
periods of time due to changes in the market.
INVESTING IN ASIA PACIFIC SECURITIES
Certain Asia-Pacific countries in which Ivy Asia Pacific
Fund may invest are developing countries, and may be in the
initial stages of their industrialization cycle. The economic
structures of developing countries generally are less diverse and
mature than in the United States, and their political systems may
be relatively unstable. Historically, markets of developing
countries have been more volatile than the markets of developed
countries, yet such markets often have provided higher rates of
return to investors.
Investing in securities of issuers in Asia-Pacific countries
involves certain considerations not typically associated with
investing in securities of United States companies, including (i)
restrictions on foreign investment and on repatriation of capital
invested in Asian countries, (ii) currency fluctuations, (iii)
the cost of converting foreign currency into United States
dollars, (iv) potential price volatility and lesser liquidity of
shares traded on Asia-Pacific country securities markets and (v)
political and economic risks, including the risk of
nationalization or expropriation of assets and the risk of war.
Certain Asia-Pacific countries may be more vulnerable to the
ebb and flow of international trade and to trade barriers and
other protectionist or retaliatory measures. Investments in
countries that have recently opened their capital markets and
that appear to have relaxed their central planning requirement,
as well as in countries that have privatized some of their state-
owned industries, should be regarded as speculative.
The settlement period of securities transactions in foreign
markets in general may be longer than in domestic markets, and
such delays may be of particular concern in developing countries.
For example, the possibility of political upheaval and the
dependence on foreign economic assistance may be greater in
developing countries than in developed countries, either one of
which may increase settlement delays.
Securities exchanges, issuers and broker-dealers in some
Asia-Pacific countries are subject to less regulatory scrutiny
than in the United States. In addition, due to the limited size
of the markets for Asia-Pacific securities, the prices for such
securities may be more vulnerable to adverse publicity,
investors' perceptions or traders' positions or strategies, which
could cause a decrease not only in the value but also in the
liquidity of the Fund's investments.
INVESTING IN NATURAL RESOURCES
Since the Ivy Global Natural Resources Fund normally invests
a substantial portion of its assets in securities of companies
engaged in natural resources activities, the Fund may be subject
to greater risks and market fluctuations than funds with more
diversified portfolios. The value of the Fund's securities will
fluctuate in response to market conditions generally, and will be
particularly sensitive to the markets for those natural resources
in which a particular issuer is involved. The values of natural
resources may also fluctuate directly with respect to real and
perceived inflationary trends and various political developments.
In selecting the Fund's portfolio of investments, IMI will
consider each company's ability to create new products, secure
any necessary regulatory approvals, and generate sufficient
customer demand. A company's failure to perform well in any one
of these areas, however, could cause its stock to decline
sharply.
Ivy Global Natural Resources Fund's investments in precious
metals (such as gold) and other physical commodities are subject
to special risk considerations, including substantial price
fluctuations over short periods of time. On the other hand,
investments in precious metals coins or bullion could help to
moderate fluctuations in the value of the Fund's portfolio, since
the prices of precious metals have at times tended not to
fluctuate as widely as shares of issuers engaged in the mining of
precious metals. Because precious metals and other commodities
do not generate investment income, however, the return on such
investments will be derived solely from the appreciation and
depreciation on such investments. The Fund may also incur
storage and other costs relating to its investments in precious
metals and other commodities, which may, under certain
circumstances, exceed custodial and brokerage costs associated
with investments in other types of securities. When the Fund
purchases a precious metal, IMI currently intends that it will
only be in a form that is readily marketable.
Natural resource industries throughout the world may be
subject to greater political, environmental and other
governmental regulation than many other industries. Changes in
governmental policies and the need for regulatory approvals may
have an adverse effect on the products and services of natural
resources companies. For example, the exploration, development
and distribution of coal, oil and gas in the United States are
subject to significant Federal and state regulation, which may
affect rates of return on such investments and the kinds of
services that may be offered to companies in those industries.
In addition, many natural resource companies have been subject to
significant costs associated with compliance with environmental
and other safety regulations. Such regulations may also hamper
the development of new technologies. The direction, type or
effect of any future regulations affecting natural resource
industries are virtually impossible to predict.
To take advantage of potential growth opportunities, Ivy
Global Natural Resources Fund might have significant investments
in companies with relatively small market capitalization.
Securities of smaller companies may be subject to more abrupt or
erratic market movements than the securities of larger more
established companies, because they tend to be traded in lower
volume and because the companies are subject to greater business
risk.
Under normal conditions, Ivy Global Natural Resources Fund
is likely to be invested heavily in foreign securities.
Investing in securities of foreign issuers and denominated in
foreign currencies involves risks not typically associated with
investing in United States securities, including fluctuations in
foreign exchange rates, exposure to adverse political and
economic developments and the possible imposition of exchange
controls and related restrictions. In addition, competition is
intense for many natural resource companies. As a result, the
value of the securities issues by such companies may to subject
to increased share price volatility.
INVESTING IN THE CHINA REGION
Investors should realize that China Region countries may be
subject to a greater degree of economic, political and social
instability than is the case in the United States or other
developed countries. Among the factors causing this instability
are (i) authoritarian governments or military involvement in
political and economic decision making, (ii) popular unrest
associated with demands for improved political, economic and
social conditions, (iii) internal insurgencies, (iv) hostile
relations with neighboring countries, (v) ethnic, religious and
racial disaffection, and (vi) changes in trading status, any one
of which could disrupt the principal financial markets in which
the Ivy China Region Fund invests and adversely affect the value
of its assets. In addition, several China Region countries have
had hostile relations with neighboring nations. For example,
China continues to claim sovereignty over Taiwan, and is
scheduled to assume sovereignty over Hong Kong in 1997.
China Region countries tend to be heavily dependent on
international trade, as a result of which their markets are
highly sensitive to protective trade barriers and the economic
conditions of their principal trading partners (i.e., the United
States, Japan and Western European countries). Protectionist
trade legislation, reduction of foreign investment in China
Region economies and general declines in the international
securities markets could have a significant adverse effect on the
China Region securities markets. In addition, certain China
Region countries have in the past failed to recognize private
property rights and have at times nationalized or expropriated
the assets of private companies. There is a heightened risk in
these countries that such adverse actions might be repeated.
To take advantage of potential growth opportunities, the Ivy
China Region Fund might have significant investments in
companies with relatively small market capitalization.
Securities of smaller companies may be subject to more abrupt or
erratic market movements than the securities of larger more
established companies, both because they tend to be traded in
lower volume and because the companies are subject to greater
business risk. In addition, to the extent that any China Region
country experiences rapid increases in its money supply or
investment in equity securities for speculative purposes, the
equity securities traded in such countries may trade at price-
earning multiples higher than those of comparable companies
trading on securities markets in the United States, which may not
be sustainable. Finally, restriction on foreign investment
exists to varying degrees in some China Region countries. Where
such restrictions apply, investments may be limited and may
increase the Fund's expenses. See also "Selected Economic and
Market Data for Asia Pacific and China Region Countries" in
Appendix B to this SAI.
PRECIOUS METALS AND OTHER PHYSICAL COMMODITIES
Commodities trading is generally considered a speculative
activity. For example, prices of precious metals are affected by
factors such as cyclical economic conditions, political events
and monetary policies of various countries. Accordingly, markets
for precious metals may at times be volatile and there may be
sharp price fluctuations even during periods when prices overall
are rising. Investments in physical commodities may also present
practical problems of delivery, storage and maintenance, possible
illiquidity, the unavailability of accurate market valuations and
increased expenses.
Under current U.S. tax law, the Ivy Global Natural Resources
Fund may not receive more than 10% of its yearly income from
gains resulting from selling precious metals or any other
physical commodity. Accordingly, the Fund may be required to
hold its precious metals or sell them at a loss, or to sell its
portfolio securities at a gain, when for investment reasons it
would not otherwise do so.
FORWARD FOREIGN CURRENCY CONTRACTS
A forward foreign currency contract (a "forward contract")
is an obligation to purchase or sell a specific currency for an
agreed price at a future date (usually less than a year), and
typically is individually negotiated and privately traded by
currency traders and their customers. A forward contract
generally has no deposit requirement, and no commissions are
charged at any stage for trades. Although foreign exchange
dealers do not charge a fee for commissions, they do realize a
profit based on the difference between the price at which they
are buying and selling various currencies. Although these
contracts are intended to minimize the risk of loss due to a
decline in the value of the hedged currencies, at the same time,
they tend to limit any potential gain which might result should
the value of such currencies increase.
While a Fund may enter into forward contracts to reduce
currency exchange risks, changes in currency exchange rates may
result in poorer overall performance for a Fund than if it had
not engaged in such transactions. Moreover, there may be an
imperfect correlation between a Fund's portfolio holdings of
securities denominated in a particular currency and forward
contracts entered into by that Fund. An imperfect correlation of
this type may prevent a Fund from achieving the intended hedge or
expose the Fund to the risk of currency exchange loss.
A Fund will not enter into or maintain a net exposure to a
forward contract where the consummation of the contract would
obligate the Fund to deliver an amount of currency that exceeds
the value of the Fund's portfolio securities or other assets
denominated in that currency. Further, a Fund generally will not
enter into a forward contract with a term greater than one year.
To the extent required by applicable law, a Fund will hold
cash or liquid securities in a segregated account with its
custodian in an amount equal (on a daily marked-to-market basis)
to the amount of the commitments under these contracts. At the
maturity of a forward contract, a Fund may either accept or make
delivery of the currency specified in the contract, or, prior to
maturity, enter into a closing purchase transaction involving the
purchase or sale of an offsetting position. Closing purchase
transactions with respect to forward contracts are usually
effected with the currency trader who is a party to the original
forward contract.
FOREIGN CURRENCIES
Investment in foreign securities will usually involve
currencies of foreign countries. In addition, a Fund may
temporarily hold foreign currency deposits during the completion
of investment programs and may purchase forward contracts.
Because of these factors, the value of the assets of a Fund as
measured in U.S. dollars may be affected favorably or unfavorably
by changes in foreign currency exchange rates and exchange
control regulations, and the Fund may incur costs in connection
with conversions between various currencies. Although a Fund
values the Fund's assets daily in terms of U.S. dollars, a Fund
does not intend to convert its holdings of foreign currencies
into U.S. dollars on a daily basis. A Fund may do so from time
to time, and investors should be aware of the costs of currency
conversion. Although foreign exchange dealers do not charge a
fee for conversion, they do realize a profit based on the
difference (the "spread") between the prices at which they are
buying and selling various currencies. Thus, a dealer may offer
to sell a foreign currency to a Fund at one rate, while offering
a lesser rate of exchange should the Fund desire to resell that
currency to the dealer. A Fund will conduct its foreign currency
exchange transactions either on a cash basis at the spot rate
prevailing in the foreign currency exchange market, or through
entering into forward contracts to purchase or sell foreign
currencies.
Because a Fund normally will be invested in both U.S. and
foreign securities markets, changes in the Fund's share price may
have a low correlation with movements in U.S. markets. A Fund's
share price will reflect movements of the stock and bond markets
in which it is invested (both U.S. and foreign), and of the
currencies in which its foreign investments are denominated.
Thus, the strength or weakness of the U.S. dollar against foreign
currencies accounts for part of a Fund's investment performance.
U.S. and foreign securities markets do not always move in step
with each other, and the total returns from different markets may
vary significantly.
REAL ESTATE INVESTMENT TRUSTS (REITs)
Ivy Global Fund may invest in equity real estate investment
trusts ("REITs"). A REIT is a corporation, trust or association
that invests in real estate mortgages or equities for the benefit
of its investors. REITs are dependent upon management skill, may
not be diversified and are subject to the risks of financing
projects. Such entities are also subject to heavy cash flow
dependency, defaults by borrowers, self-liquidation and the
possibility of failing to qualify for tax-free pass-through of
income under the Internal Revenue Code of 1986, as amended (the
"Code") and to maintain exemption from the 1940 Act. By
investing in REITs indirectly through a fund, a shareholder will
bear not only his or her proportionate share of the expenses of
the Fund, but also, indirectly, similar expenses of the REITs.
OPTIONS TRANSACTIONS
OPTIONS, IN GENERAL. A Fund may engage in transactions in
options on securities and stock indices in accordance with the
Fund's stated investment objective and policies. A Fund may also
purchase put options on securities and may purchase and sell
(write) put and call options on stock indices. Options on
securities and stock indices purchased or written by a Fund will
be limited to options traded on national securities exchanges,
boards of trade or similar entities, or in the OTC markets.
A call option is a short-term contract (having a duration of
less than one year) pursuant to which the purchaser, in return
for the premium paid, has the right to buy the security
underlying the option at the specified exercise price at any time
during the term of the option. The writer of the call option,
who receives the premium, has the obligation, upon exercise of
the option, to deliver the underlying security against payment of
the exercise price. A put option is a similar contract pursuant
to which the purchaser, in return for the premium paid, has the
right to sell the security underlying the option at the specified
exercise price at any time during the term of the option. The
writer of the put option, who receives the premium, has the
obligation, upon exercise of the option, to buy the underlying
security at the exercise price. The premium paid by the
purchaser of an option will reflect, among other things, the
relationship of the exercise price to the market price and
volatility of the underlying security, the time remaining to
expiration of the option, supply and demand, and interest rates.
If the writer of an option wishes to terminate the
obligation, the writer may effect a "closing purchase
transaction." This is accomplished by buying an option of the
same series as the option previously written. The effect of the
purchase is that the writer's position will be cancelled by the
Options Clearing Corporation. However, a writer may not effect a
closing purchase transaction after it has been notified of the
exercise of an option. Likewise, an investor who is the holder
of an option may liquidate his or her position by effecting a
"closing sale transaction." This is accomplished by selling an
option of the same series as the option previously purchased.
There is no guarantee that either a closing purchase or a closing
sale transaction can be effected at any particular time or at any
acceptable price. If any call or put option is not exercised or
sold, it will become worthless on its expiration date.
A Fund will realize a gain (or a loss) on a closing purchase
transaction with respect to a call or a put previously written by
the Fund if the premium, plus commission costs, paid by the Fund
to purchase the call or the put is less (or greater) than the
premium, less commission costs, received by the Fund on the sale
of the call or the put. A gain also will be realized if a call
or a put that a Fund has written lapses unexercised, because the
Fund would retain the premium. Any such gains (or losses) are
considered short-term capital gains (or losses) for Federal
income tax purposes. Net short-term capital gains, when
distributed by a Fund, are taxable as ordinary income. See
"Taxation."
A Fund will realize a gain (or a loss) on a closing sale
transaction with respect to a call or a put previously purchased
by the Fund if the premium, less commission costs, received by
the Fund on the sale of the call or the put is greater (or less)
than the premium, plus commission costs, paid by the Fund to
purchase the call or the put. If a put or a call expires
unexercised, it will become worthless on the expiration date, and
a Fund will realize a loss in the amount of the premium paid,
plus commission costs. Any such gain or loss will be long-term
or short-term gain or loss, depending upon a Fund's holding
period for the option.
Exchange-traded options generally have standardized terms
and are issued by a regulated clearing organization (such as the
Options Clearing Corporation), which, in effect, guarantees the
completion of every exchange-traded option transaction. In
contrast, the terms of OTC options are negotiated by a Fund and
its counterparty (usually a securities dealer or a financial
institution) with no clearing organization guarantee. When a
Fund purchases an OTC option, it relies on the party from whom it
has purchased the option (the "counterparty") to make delivery of
the instrument underlying the option. If the counterparty fails
to do so, a Fund will lose any premium paid for the option, as
well as any expected benefit of the transaction. Accordingly,
IMI will assess the creditworthiness of each counterparty to
determine the likelihood that the terms of the OTC option will be
satisfied.
WRITING OPTIONS ON INDIVIDUAL SECURITIES. A Fund may write
(sell) covered call options on the Fund's securities in an
attempt to realize a greater current return than would be
realized on the securities alone. A Fund may also write covered
call options to hedge a possible stock or bond market decline
(only to the extent of the premium paid to the Fund for the
options). In view of the investment objectives of a Fund, the
Fund generally would write call options only in circumstances
where the investment adviser to the Fund does not anticipate
significant appreciation of the underlying security in the near
future or has otherwise determined to dispose of the security.
A Fund may write covered call options as described in the
Fund's Prospectus. A "covered" call option means generally that
so long as the Fund is obligated as the writer of a call option,
the Fund will (i) own the underlying securities subject to the
option, or (ii) have the right to acquire the underlying
securities through immediate conversion or exchange of
convertible preferred stocks or convertible debt securities owned
by the Fund. Although a Fund receives premium income from these
activities, any appreciation realized on an underlying security
will be limited by the terms of the call option. A Fund may
purchase call options on individual securities only to effect a
"closing purchase transaction."
As the writer of a call option, a Fund receives a premium
for undertaking the obligation to sell the underlying security at
a fixed price during the option period, if the option is
exercised. So long as a Fund remains obligated as a writer of a
call option, it forgoes the opportunity to profit from increases
in the market price of the underlying security above the exercise
price of the option, except insofar as the premium represents
such a profit (and retains the risk of loss should the value of
the underlying security decline).
PURCHASING OPTIONS ON INDIVIDUAL SECURITIES. A Fund may
purchase a put option on an underlying security owned by the Fund
as a defensive technique in order to protect against an
anticipated decline in the value of the security. A Fund, as the
holder of the put option, may sell the underlying security at the
exercise price regardless of any decline in its market price. In
order for a put option to be profitable, the market price of the
underlying security must decline sufficiently below the exercise
price to cover the premium and transaction costs that a Fund must
pay. These costs will reduce any profit a Fund might have
realized had it sold the underlying security instead of buying
the put option. The premium paid for the put option would reduce
any capital gain otherwise available for distribution when the
security is eventually sold. The purchase of put options will
not be used by a Fund for leverage purposes.
A Fund may also purchase a put option on an underlying
security that it owns and at the same time write a call option on
the same security with the same exercise price and expiration
date. Depending on whether the underlying security appreciates
or depreciates in value, a Fund would sell the underlying
security for the exercise price either upon exercise of the call
option written by it or by exercising the put option held by it.
A Fund would enter into such transactions in order to profit from
the difference between the premium received by the Fund for the
writing of the call option and the premium paid by the Fund for
the purchase of the put option, thereby increasing the Fund's
current return. A Fund may write (sell) put options on
individual securities only to effect a "closing sale
transaction."
PURCHASING AND WRITING OPTIONS ON SECURITIES INDICES. A
Fund may purchase and sell (write) put and call options on
securities indices. An index assigns relative values to the
securities included in the index and the index fluctuates with
changes in the market values of the securities so included.
Options on indices are similar to options on individual
securities, except that, rather than giving the purchaser the
right to take delivery of an individual security at a specified
price, they give the purchaser the right to receive cash. The
amount of cash is equal to the difference between the closing
price of the index and the exercise price of the option,
expressed in dollars, times a specified multiple (the
"multiplier"). The writer of the option is obligated, in return
for the premium received, to make delivery of this amount.
The multiplier for an index option performs a function
similar to the unit of trading for a stock option. It determines
the total dollar value per contract of each point in the
difference between the exercise price of an option and the
current level of the underlying index. A multiplier of 100 means
that a one-point difference will yield $100. Options on
different indices have different multipliers.
When a Fund writes a call or put option on a stock index,
the option is "covered", in the case of a call, or "secured", in
the case of a put, if the Fund maintains in a segregated account
with the Custodian cash or liquid securities equal to the
contract value. A call option is also covered if a Fund holds a
call on the same index as the call written where the exercise
price of the call held is (i) equal to or less than the exercise
price of the call written or (ii) greater than the exercise price
of the call written, provided that the Fund maintains in a
segregated account with the Custodian the difference in cash or
liquid securities. A put option is also "secured" if a Fund
holds a put on the same index as the put written where the
exercise price of the put held is (i) equal to or greater than
the exercise price of the put written or (ii) less than the
exercise price of the put written, provided that the Fund
maintains in a segregated account with the Custodian the
difference in cash or liquid securities.
RISKS OF OPTIONS TRANSACTIONS. The purchase and writing of
options involves certain risks. During the option period, the
covered call writer has, in return for the premium on the option,
given up the opportunity to profit from a price increase in the
underlying securities above the exercise price, but, as long as
its obligation as a writer continues, has retained the risk of
loss should the price of the underlying security decline. The
writer of an option has no control over the time when it may be
required to fulfill its obligation as a writer of the option.
Once an option writer has received an exercise notice, it cannot
effect a closing purchase transaction in order to terminate its
obligation under the option and must deliver the underlying
securities (or cash in the case of an index option) at the
exercise price. If a put or call option purchased by a Fund is
not sold when it has remaining value, and if the market price of
the underlying security (or index), in the case of a put, remains
equal to or greater than the exercise price or, in the case of a
call, remains less than or equal to the exercise price, a Fund
will lose its entire investment in the option. Also, where a put
or call option on a particular security (or index) is purchased
to hedge against price movements in a related security (or
securities), the price of the put or call option may move more or
less than the price of the related security (or securities). In
this regard, there are differences between the securities and
options markets that could result in an imperfect correlation
between these markets, causing a given transaction not to achieve
its objective.
There can be no assurance that a liquid market will exist
when a Fund seeks to close out an option position. Furthermore,
if trading restrictions or suspensions are imposed on the options
markets, a Fund may be unable to close out a position. Finally,
trading could be interrupted, for example, because of supply and
demand imbalances arising from a lack of either buyers or
sellers, or the options exchange could suspend trading after the
price has risen or fallen more than the maximum amount specified
by the exchange. Closing transactions can be made for OTC
options only by negotiating directly with the counterparty or by
a transaction in the secondary market, if any such market exists.
There is no assurance that a Fund will be able to close out an
OTC option position at a favorable price prior to its expiration.
In the event of insolvency of the counterparty, a Fund might be
unable to close out an OTC option position at any time prior to
its expiration. Although a Fund may be able to offset to some
extent any adverse effects of being unable to liquidate an option
position, the Fund may experience losses in some cases as a
result of such inability.
A Fund's options activities also may have an impact upon the
level of its portfolio turnover and brokerage commissions. See
"Portfolio Turnover."
A Fund's success in using options techniques depends, among
other things, on IMI's ability to predict accurately the
direction and volatility of price movements in the options and
securities markets, and to select the proper type, time and
duration of options.
FUTURES CONTRACTS
FUTURES, IN GENERAL. A Fund may enter into futures
contracts for hedging purposes. A futures contract provides for
the future sale by one party and purchase by another party of a
specified quantity of a commodity at a specified price and time.
When a purchase or sale of a futures contract is made by a Fund,
the Fund is required to deposit with its custodian (or broker, if
legally permitted) a specified amount of cash or U.S. Government
securities ("initial margin"). The margin required for a futures
contract is set by the exchange on which the contract is traded
and may be modified during the term of the contract. The initial
margin is in the nature of a performance bond or good faith
deposit on the futures contract which is returned to the Fund
upon termination of the contract, assuming all contractual
obligations have been satisfied. A futures contract held by the
Fund is valued daily at the official settlement price of the
exchange on which it is traded. Each day the Fund pays or
receives cash, called "variation margin," equal to the daily
change in value of the futures contract. This process is known
as "marking to market." Variation margin does not represent a
borrowing or loan by a Fund but is instead a settlement between
the Fund and the broker of the amount one would owe the other if
the futures contract expired. In computing daily net asset
value, the Fund will mark-to-market its open futures position.
Although some futures contracts call for making or taking
delivery of the underlying securities, generally these
obligations are closed out prior to delivery of offsetting
purchases or sales of matching futures contracts (same exchange,
underlying security or index, and delivery month). If an
offsetting purchase price is less than the original sale price, a
Fund generally realizes a capital gain, or if it is more, the
Fund generally realizes a capital loss. Conversely, if an
offsetting sale price is more than the original purchase price,
the Fund generally realizes a capital gain, or if it is less, the
Fund generally realizes a capital loss. The transaction costs
must also be included in these calculations. When purchasing a
futures contract, a Fund will maintain with its Custodian (and
mark-to-market on a daily basis) cash or liquid securities that,
when added to the amounts deposited with a futures commission
merchant ("FCM") as margin, are equal to the market value of the
futures contract.
When selling a futures contact, a Fund will maintain with
its custodian in a segregated account (and mark-to-market on a
daily basis) cash or liquid securities that, when added to the
amounts deposited with an FCM as margin, are equal to the market
value of the instruments underlying the contract. Alternatively,
a Fund may "cover" its position by owning the instruments
underlying the contract.
A Fund will only enter into futures contracts which are
standardized and traded on a U.S. or foreign exchange, board of
trade, or similar entity or quoted on an automated quotation
system. A Fund will not enter into a futures contract if,
immediately thereafter, the aggregate initial margin deposits for
futures contracts held by the Fund plus premiums paid by it for
open futures option positions, less the amount by which any such
positions are "in-the-money," would exceed 5% of the liquidation
value of the Fund's portfolio (or the Fund's net asset value),
after taking into account unrealized profits and unrealized
losses on any such contracts the Fund has entered into.
FOREIGN CURRENCY FUTURES CONTRACTS. A Fund may engage in
foreign currency futures contracts for hedging purposes. A
foreign currency futures contract provides for the future sale by
one party and purchase by another party of a specified quantity
of a foreign currency at a specified price and time.
RISKS ASSOCIATED WITH FUTURES. There are several risks
associated with the use of futures contracts as hedging
techniques. A purchase or sale of a futures contract may result
in losses in excess of the amount invested in the futures
contract. There can be no guarantee that there will be a
correlation between price movements in the hedging vehicle and in
a Fund's portfolio securities being hedged. In addition, there
are significant differences between the securities and futures
markets that could result in an imperfect correlation between the
markets, causing a given hedge not to achieve its objectives.
The degree of imperfection of correlation depends on
circumstances such as variations in speculative market demand for
futures on securities, including technical influences in futures
trading, and differences between the financial instruments being
hedged and the instruments underlying the standard contracts
available for trading in such respects as interest rate levels,
maturities, and creditworthiness of issuers. A decision as to
whether, when and how to hedge involves the exercise of skill and
judgment, and even a well-conceived hedge may be unsuccessful to
some degree because of market behavior or unexpected interest
rate trends.
Futures exchanges may limit the amount of fluctuation
permitted in certain futures contract prices during a single
trading day. The daily limit establishes the maximum amount that
the price of a futures contract may vary either up or down from
the previous day's settlement price at the end of the current
trading session. Once the daily limit has been reached in a
futures contract subject to the limit, no more trades may be made
on that day at a price beyond that limit. The daily limit
governs only price movements during a particular trading day and
therefore does not limit potential losses because the limit may
work to prevent the liquidation of unfavorable positions. For
example, futures prices have occasionally moved to the daily
limit for several consecutive trading days with little or no
trading, thereby preventing prompt liquidation of positions and
subjecting some holders of futures contracts to substantial
losses.
There can be no assurance that a liquid market will exist at
a time when a Fund seeks to close out a futures position, and the
Fund would remain obligated to meet margin requirements until the
position is closed. In addition, there can be no assurance that
an active secondary market will continue to exist.
Currency futures contracts may be traded on foreign
exchanges. Such transactions may not be regulated as effectively
as similar transactions in the United States; may not involve a
clearing mechanism and related guarantees; and are subject to the
risk of governmental actions affecting trading in, or the prices
of, foreign securities. The value of such position also could be
adversely affected by (i) other complex foreign political, legal
and economic factors, (ii) lesser availability than in the United
States of data on which to make trading decisions, (iii) delays
in a Fund's ability to act upon economic events occurring in
foreign markets during non business hours in the United States,
(iv) the imposition of different exercise and settlement terms
and procedures and margin requirements than in the United States,
and (v) lesser trading volume.
SECURITIES INDEX FUTURES CONTRACTS
A Fund may enter into securities index futures contracts as
an efficient means of regulating the Fund's exposure to the
equity markets. A Fund will not engage in transactions in
futures contracts for speculation but only as a hedge against
changes resulting from market conditions in the values of
securities held in the Fund's portfolio or which it intends to
purchase.
An index futures contract is a contract to buy or sell units
of an index at a specified future date at a price agreed upon
when the contract is made. Entering into a contract to buy units
of an index is commonly referred to as purchasing a contract or
holding a long position in the index. Entering into a contract
to sell units of an index is commonly referred to as selling a
contract or holding a short position. The value of a unit is the
current value of the stock index. For example, the S&P 500 Index
is composed of 500 selected common stocks, most of which are
listed on the New York Stock Exchange (the "Exchange"). The S&P
500 Index assigns relative weightings to the 500 common stocks
included in the Index, and the Index fluctuates with changes in
the market values of the shares of those common stocks. In the
case of the S&P 500 Index, contracts are to buy or sell 500
units. Thus, if the value of the S&P 500 Index were $150, one
contract would be worth $75,000 (500 units x $150). The index
futures contract specifies that no delivery of the actual
securities making up the index will take place. Instead,
settlement in cash must occur upon the termination of the
contract, with the settlement being the difference between the
contract price and the actual level of the stock index at the
expiration of the contract. For example, if a Fund enters into a
futures contract to buy 500 units of the S&P 500 Index at a
specified future date at a contract price of $150 and the S&P 500
Index is at $154 on that future date, a Fund will gain $2,000
(500 units x gain of $4). If a Fund enters into a futures
contract to sell 500 units of the stock index at a specified
future date at a contract price of $150 and the S&P 500 Index is
at $154 on that future date, the Fund will lose $2,000 (500 units
x loss of $4).
RISKS OF SECURITIES INDEX FUTURES. A Fund's success in
using hedging techniques depends, among other things, on IMI's
ability to predict correctly the direction and volatility of
price movements in the futures and options markets as well as in
the securities markets and to select the proper type, time and
duration of hedges. The skills necessary for successful use of
hedges are different from those used in the selection of
individual stocks.
A Fund's ability to hedge effectively all or a portion of
its securities through transactions in index futures (and
therefore the extent of its gain or loss on such transactions)
depends on the degree to which price movements in the underlying
index correlate with price movements in the Fund's securities.
Insofar as such securities do not duplicate the components of an
index, the correlation probably will not be perfect.
Consequently, a Fund will bear the risk that the prices of the
securities being hedged will not move in the same amount as the
hedging instrument. This risk will increase as the composition
of a Fund's portfolio diverges from the composition of the
hedging instrument.
Although a Fund intends to establish positions in these
instruments only when there appears to be an active market, there
is no assurance that a liquid market will exist at a time when
the Fund seeks to close a particular option or futures position.
Trading could be interrupted, for example, because of supply and
demand imbalances arising from a lack of either buyers or
sellers. In addition, the futures exchanges may suspend trading
after the price has risen or fallen more than the maximum amount
specified by the exchange. In some cases, a Fund may experience
losses as a result of its inability to close out a position, and
it may have to liquidate other investments to meet its cash
needs.
Although some index futures contracts call for making or
taking delivery of the underlying securities, generally these
obligations are closed out prior to delivery by offsetting
purchases or sales of matching futures contracts (same exchange,
underlying security or index, and delivery month). If an
offsetting purchase price is less than the original sale price, a
Fund generally realizes a capital gain, or if it is more, the
Fund generally realizes a capital loss. Conversely, if an
offsetting sale price is more than the original purchase price, a
Fund generally realizes a capital gain, or if it is less, the
Fund generally realizes a capital loss. The transaction costs
must also be included in these calculations.
A Fund will only enter into index futures contracts or
futures options that are standardized and traded on a U.S. or
foreign exchange or board of trade, or similar entity, or quoted
on an automated quotation system. A Fund will use futures
contracts and related options only for "bona fide hedging"
purposes, as such term is defined in applicable regulations of
the CFTC.
When purchasing an index futures contract, a Fund will
maintain with its custodian in a segregated account (and mark-to-
market on a daily basis) cash or liquid securities that, when
added to the amounts deposited with a futures commission merchant
("FCM") as margin, are equal to the market value of the futures
contract. Alternatively, a Fund may "cover" its position by
purchasing a put option on the same futures contract with a
strike price as high as or higher than the price of the contract
held by a Fund.
When selling an index futures contract, a Fund will maintain
with its custodian in a segregated account (and mark-to-market on
a daily basis) cash or liquid securities that, when added to the
amounts deposited with an FCM as margin, are equal to the market
value of the instruments underlying the contract. Alternatively,
a Fund may "cover" its position by owning the instruments
underlying the contract (or, in the case of an index futures
contract, a portfolio with a volatility substantially similar to
that of the index on which the futures contract is based), or by
holding a call option permitting a Fund to purchase the same
futures contract at a price no higher than the price of the
contract written by the Fund (or at a higher price if the
difference is maintained in liquid assets with the Fund's
custodian).
COMBINED TRANSACTIONS. A Fund may enter into multiple
transactions, including multiple options transactions, multiple
futures transactions, multiple currency transactions (including
forward currency contracts) and multiple interest rate
transactions and some combination of futures, options, currency
and interest rate transactions ("component" transactions),
instead of a single transaction, as part of a single or combined
strategy when, in the opinion of IMI, it is in the best interests
of a Fund to do so. A combined transaction will usually contain
elements of risk that are present in each of its component
transactions. Although combined transactions are normally
entered into based on IMI's judgment that the combined strategies
will reduce risk or otherwise more effectively achieve the
desired portfolio management goal, it is possible that the
combination will instead increase such risks or hinder
achievement of the management objective.
FIRM COMMITMENT AGREEMENTS AND WHEN-ISSUED SECURITIES
New issues of certain debt securities are often offered on a
"when-issued basis," meaning the payment obligation and the
interest rate are fixed at the time the buyer enters into the
commitment, but delivery and payment for the securities normally
take place after the date of the commitment to purchase. Firm
commitment agreements call for the purchase of securities at an
agreed-upon price on a specified future date. A Fund uses such
investment techniques in order to secure what is considered to be
an advantageous price and yield to the Fund and not for purposes
of leveraging the Fund's assets. In either instance, a Fund will
maintain in a segregated account with its custodian cash or
liquid securities equal (on a daily marked-to-market basis) to
the amount of its commitment to purchase the underlying
securities.
RESTRICTED AND ILLIQUID SECURITIES
An "illiquid security" is an asset that may not be sold or
disposed of in the ordinary course of business within seven days
at approximately the value at which a Fund has valued the
security on its books. A "restricted security" is a security
that cannot be offered to the public for sale without first being
registered under the Securities Act of 1933, and is considered to
be illiquid until such filing takes place. Restricted securities
may be sold only in privately negotiated transactions or in a
public offering with respect to which a registration statement is
in effect under the Securities Act of 1933. Where a registration
statement is required, a Fund may be required to bear all or part
of the registration expenses. Issuers of restricted securities
may not be subject to the disclosure and other investor
protection requirements that would be applicable if their
securities were publicly traded. There may also be a lapse of
time between a Fund's decision to sell a restricted or illiquid
security and the point at which the Fund is permitted or able to
do so. If, during such a period, adverse market conditions were
to develop, a Fund might obtain a less favorable price than the
price that prevailed when it decided to sell. Since it is not
possible to predict with assurance that the market for securities
eligible for resale under Rule 144A will continue to be liquid, a
Fund will monitor each of its investments in these securities,
focusing on factors such as valuation, liquidity and availability
of information. This investment practice could have the effect
of increasing the level of illiquidity in a Fund to the extent
that qualified institutional buyers become, for a time,
uninterested in purchasing these restricted securities.
Securities whose proceeds are subject to limitations on
repatriation of principal or profits for more than seven days,
and those for which market quotations are not readily available,
may be deemed illiquid for these purposes.
BORROWING
Borrowing may exaggerate the effect on a Fund's net asset
value of any increase or decrease in the value of the Fund's
portfolio securities. Money borrowed will be subject to interest
costs (which may include commitment fees and/or the cost of
maintaining minimum average balances). Although the principal of
a Fund's borrowings will be fixed, the Fund's assets may change
in value during the time a borrowing is outstanding, thus
increasing exposure to capital risk. All borrowings will be
repaid before any additional investments are made.
INVESTMENT RESTRICTIONS
A Fund's investment objective, as set forth in the
Prospectus under "Investment Objectives and Policies," and the
investment restrictions set forth below are fundamental policies
of the Fund and may not be changed with respect to that Fund
without the approval of a majority (as defined in the 1940 Act)
of the outstanding voting shares of that Fund. Under these
restrictions, each of Ivy Asia Pacific Fund, Ivy China Region
Fund, Ivy Global Natural Resources Fund, Ivy Global Science &
Technology Fund, Ivy International Fund II, Ivy International
Small Companies Fund, Ivy Latin America Strategy Fund, Ivy New
Century Fund and Ivy Pan-Europe Fund may not:
(i) make an investment in securities of companies in any
one industry (except obligations of domestic banks or
the U.S. Government, its agencies, authorities, or
instrumentalities) if such investment would cause
investments in such industry to exceed 25% of the
market value of the Fund's total assets at the time of
such investment; or
(ii) issue senior securities, except as appropriate to
evidence indebtedness which it is permitted to incur,
and except to the extent that shares of the separate
classes or series of the Trust may be deemed to be
senior securities; provided that collateral
arrangements with respect to currency-related
contracts, futures contracts, options or other
permitted investments, including deposits of initial
and variation margin, are not considered to be the
issuance of senior securities for purposes of this
restriction.
Further, as a matter of fundamental policy, each of Ivy Asia
Pacific Fund, Ivy Canada Fund, Ivy China Region Fund, Ivy Global
Fund, Ivy Global Natural Resources Fund, Ivy Global Science &
Technology Fund, Ivy International Small Companies Fund, Ivy New
Century Fund and Ivy Pan-Europe Fund may not:
(i) purchase securities of any one issuer (except U.S.
Government securities) if as a result more than 5% of
the Fund's total assets would be invested in such
issuer or the Fund would own or hold more than 10% of
the outstanding voting securities of that issuer;
provided, however, that up to 25% of the value of the
Fund's total assets may be invested without regard to
these limitations.
Further, as a matter of fundamental policy, each of Ivy Asia
Pacific Fund, Ivy China Region Fund, Ivy International Fund II,
Ivy Latin America Strategy Fund and Ivy New Century Fund may not:
(i) participate in an underwriting or selling group in
connection with the public distribution of securities
except for its own capital stock.
Further, as a matter of fundamental policy, each of Ivy
China Region Fund, Ivy Global Science & Technology Fund, Ivy
Latin America Strategy Fund and Ivy New Century Fund may not:
(i) purchase securities on margin.
Further, as a matter of fundamental policy, each of Ivy
China Region Fund, Ivy Global Science & Technology Fund, Ivy
International Fund II, Ivy Latin America Strategy Fund and Ivy
New Century Fund may not:
(i) purchase from or sell to any of its officers or
trustees, or firms of which any of them are members or
which they control, any securities (other than capital
stock of the Fund), but such persons or firms may act
as brokers for the Fund for customary commissions to
the extent permitted by the Investment Company Act of
1940.
Further, as a matter of fundamental policy, Ivy Asia Pacific
Fund, Ivy Canada Fund, Ivy Global Fund, Ivy Global Natural
Resources Fund, Ivy International Fund II, Ivy International
Small Companies Fund and Ivy Pan-Europe Fund may not:
(i) Purchase securities on margin, except such short-term
credits as are necessary for the clearance of
transactions, but Ivy Asia Pacific Fund, Ivy Global
Fund, Ivy Global Natural Resources Fund, Ivy
International Fund II, Ivy International Small
Companies Fund and Ivy Pan-Europe Fund may make margin
deposits in connection with transactions in options,
futures and options on futures; or
(ii) Make loans, except this restriction shall not prohibit
(a) the purchase and holding of a portion of an issue
of publicly distributed debt securities, (b) the entry
into repurchase agreements with banks or broker-
dealers, or, with respect to Ivy Asia Pacific Fund, Ivy
Global Fund, Ivy Global Natural Resources Fund, Ivy
International Fund II, Ivy International Small
Companies Fund and Ivy Pan-Europe Fund, (c) the lending
of the Fund's portfolio securities in accordance with
applicable guidelines established by the Securities and
Exchange Commission (the "SEC") and any guidelines
established by the Trust's Trustees.
Further, as a matter of fundamental policy, Ivy Canada Fund, Ivy
Global Fund, Ivy Global Natural Resources Fund, Ivy International
Small Companies Fund and Ivy Pan-Europe Fund may not:
(i) Make investments in securities for the purpose of
exercising control over or management of the issuer; or
(ii) Act as an underwriter of securities, except to the
extent that, in connection with the sale of securities,
it may be deemed to be an underwriter under applicable
securities laws.
Further, as a matter of fundamental policy, each of Ivy Asia
Pacific Fund, Ivy Global Natural Resources Fund, Ivy Global
Science & Technology Fund, Ivy International Fund II, Ivy
International Small Companies Fund and Ivy Pan-Europe Fund may
not:
(i) borrow money, except as a temporary measure for
extraordinary or emergency purposes, and provided that
the Fund maintains asset coverage of 300% for all
borrowings.
Further, as a matter of fundamental policy, Ivy Asia Pacific
Fund, Ivy Global Fund, Ivy Global Natural Resources Fund, Ivy
International Small Companies Fund and Ivy Pan-Europe may not:
(i) Invest in real estate, real estate mortgage loans,
commodities or interests in oil, gas and/or mineral
exploration or development programs, although (a) the
Fund may purchase and sell marketable securities of
issuers which are secured by real estate, (b) the Fund
may purchase and sell securities of issuers which
invest or deal in real estate, (c) the Fund may enter
into forward foreign currency contracts as described in
the Fund's prospectus, and (d) the Fund may write or
buy puts, calls, straddles or spreads and may invest in
commodity futures contracts and options on futures
contracts.
Further, as a matter of fundamental policy, each of Ivy
China Region Fund, Ivy International Fund II, Ivy Latin America
Strategy Fund and Ivy New Century Fund may not:
(i) purchase or sell real estate or commodities and
commodity contracts.
Each of Ivy China Region Fund, Ivy International Fund II,
Ivy Latin America Strategy Fund and Ivy New Century Fund will
continue to interpret fundamental investment restriction (i)
above to prohibit investment in real estate limited partnership
interests; this restriction shall not, however, prohibit
investment in readily marketable securities of companies that
invest in real estate or interests therein, including real estate
investment trusts.
Further, as a matter of fundamental policy, each of Ivy
China Region Fund, Ivy Latin America Strategy Fund and Ivy New
Century Fund may not:
(i) sell securities short.
Further, as a matter of fundamental policy, each of Ivy Asia
Pacific Fund, Ivy China Region Fund, Ivy Global Natural Resources
Fund, Ivy Global Science & Technology Fund, Ivy International
Small Companies Fund, Ivy Latin America Strategy Fund and Ivy New
Century Fund may not:
(i) lend any funds or other assets, except that this
restriction shall not prohibit (a) the entry into
repurchase agreements, (b) the purchase of publicly
distributed bonds, debentures and other securities of a
similar type, or privately placed municipal or
corporate bonds, debentures and other securities of a
type customarily purchased by institutional investors
or publicly traded in the securities markets, or (c)
the lending of portfolio securities (provided that the
loan is secured continuously by collateral consisting
of U.S. Government securities or cash or cash
equivalents maintained on a daily marked-to-market
basis in an amount at least equal to the market value
of the securities loaned).
Further, as a matter of fundamental policy, each of Ivy Latin
America Strategy Fund and Ivy New Century Fund may not:
(i) borrow money, except for temporary or emergency
purposes; provided that the Fund maintains asset
coverage of 300% for all borrowings.
Further, as a matter of fundamental policy, Ivy China Region Fund
may not:
(i) borrow money, except for temporary purposes where
investment transactions might advantageously require
it. Any such loan may not be for a period in excess of
60 days, and the aggregate amount of all outstanding
loans may not at any time exceed 10% of the value of
the total assets of the Fund at the time any such loan
is made.
Further, as a matter of fundamental policy, Ivy Canada Fund and
Ivy Global Fund may not:
(i) Participate on a joint or a joint and several basis in
any trading account in securities. The "bunching" of
orders of the Fund and of other accounts under the
investment management of the Manager (in the case of
Ivy Global Fund) or the investment adviser, Mackenzie
Financial Corporation (the "Investment Adviser") (in
the case of Ivy Canada Fund) for the sale or purchase
of portfolio securities shall not be considered
participation in a joint securities trading account;
(ii) Borrow amounts in excess of 10% of its total assets,
taken at the lower of cost or market value, and then
only from banks as a temporary measure for
extraordinary or emergency purposes. All borrowings
will be repaid before any additional investments are
made;
(iii)Purchase the securities of issuers conducting their
principal business activities in the same industry if
immediately after such purchase the value of the Fund's
investments in such industry would exceed 25% of the
value of the total assets of the Fund;
(iv) Purchase any security if, as a result, the Fund would
then have more than 5% of its total assets (taken at
current value) invested in securities restricted as to
disposition under the Federal securities laws; or
(v) Issue senior securities, except insofar as the Fund may
be deemed to have issued a senior security in
connection with any repurchase agreement or any
permitted borrowing.
Further, as a matter of fundamental policy, Ivy Canada Fund may
not:
(i) Write or buy puts, calls, straddles or spreads; invest
in real estate, real estate mortgage loans,
commodities, commodity futures contracts or interests
in oil, gas and/or mineral exploration or development
programs, although (a) the Fund may purchase and sell
marketable securities of issuers which are secured by
real estate, (b) the Fund may purchase and sell
securities of issuers which invest or deal in real
estate, and (c) the Fund may enter into forward foreign
currency contracts as described in the Fund's
prospectus.
Further, as a matter of fundamental policy, Ivy Global Fund may
not:
(i) purchase securities of another investment company,
except in connection with a merger, consolidation,
reorganization or acquisition of assets, and except
that the Fund may invest in securities of other
investment companies subject to the restrictions in
Section 12(d)(1) of the Investment Company Act of 1940
(the "1940 Act").
Further, as a matter of fundamental policy, Ivy Global Science &
Technology Fund may not:
(i) participate in an underwriting or selling group in
connection with the public distribution of securities,
except for its own capital stock, and except to the
extent that, in connection with the disposition of
portfolio securities, it may be deemed to be an
underwriter under the Federal securities laws;
(ii) purchase or sell real estate or commodities and
commodity contracts; provided, however, that the Fund
may purchase securities secured by real estate or
interests therein, or securities issued by companies
that invest in real estate or interests therein, and
except that, subject to the policies and restrictions
set forth in the Prospectus and elsewhere in this SAI,
(i) the Fund may enter into futures contracts, and
options thereon, and (ii) the Fund may enter into
forward foreign currency contracts and currency futures
contracts, and options thereon; or
(iii)sell securities short, except for short sales "against
the box."
Further, as a matter of fundamental policy, Ivy International
Fund II may not:
(i) invest more than 5% of the value of its total assets in
the securities of any one issuer (except obligations of
domestic banks or the U.S. Government, its agencies,
authorities and instrumentalities); or
(ii)purchase the securities of any other open-end
investment company, except as part of a plan of merger
or consolidation.
Under the 1940 Act, a Fund is permitted, subject to each
Fund's investment restrictions, to borrow money only from banks.
The Trust has no current intention of borrowing amounts in excess
of 5% of each of the Fund's assets.
ADDITIONAL RESTRICTIONS
Unless otherwise indicated, each Fund has adopted the
following additional restrictions, which are not fundamental and
which may be changed without shareholder approval, to the extent
permitted by applicable law, regulation or regulatory policy.
Under these restrictions, each of Ivy Asia Pacific Fund, Ivy
China Region Fund, Ivy Global Natural Resources Fund, Ivy Global
Science & Technology Fund, Ivy International Small Companies
Fund, Ivy Latin America Strategy Fund, Ivy New Century Fund and
Ivy Pan-Europe Fund may not:
(i) invest more than 15% of its net assets taken at market
value at the time of investment in "illiquid
securities", provided, however, that the Fund (except
for Ivy Pan-Europe Fund) will not invest more than 10%
of its total assets in securities of issuers that are
restricted from selling to the public without
registration under the Securities act of 1933.
Illiquid securities may include securities subject to
legal or contractual restrictions on resale (including
private placements), repurchase agreements maturing in
more than seven days, certain options traded over the
counter that the Fund has purchased, securities being
used to cover certain options that a fund has written,
securities for which market quotations are not readily
available, or other securities which legally or in
IMI's opinion, subject to the Board's supervision, may
be deemed illiquid, but shall not include any
instrument that, due to the existence of a trading
market, to the Fund's compliance with certain
conditions intended to provide liquidity, or to other
factors, is liquid.
Further, as a matter of non-fundamental policy, each of Ivy Asia
Pacific Fund, Ivy China Region Fund, Ivy Global Science &
Technology Fund, Ivy International Fund II, Ivy Latin America
Strategy Fund and Ivy New Century Fund may not:
(i) invest in oil, gas or other mineral leases or
exploration or development programs.
Further, as a matter of non-fundamental policy, each of Ivy Asia
Pacific Fund, Ivy China Region Fund, Ivy Global Natural Resources
Fund, Ivy International Small Companies Fund, Ivy Latin America
Strategy Fund, Ivy New Century Fund and Ivy Pan-Europe Fund may
not:
(i) purchase securities of other investment companies,
except in connection with a merger, consolidation or
sale of assets, and except that it may purchase shares
of other investment companies subject to such
restrictions as may be imposed by the Investment
Company Act of 1940 and rules thereunder.
Further, as a matter of non-fundamental policy, each of Ivy China
Region Fund, Ivy Global Science & Technology Fund, Ivy
International Fund II, Ivy Latin America Strategy Fund and Ivy
New Century Fund may not:
(i) invest in companies for the purpose of exercising
control of management; or
(ii) invest more than 5% of its total assets in warrants,
valued at the lower of cost or market, or more than 2%
of its total assets in warrants, so valued, which are
not listed on either the New York or American Stock
Exchanges.
Further, as a matter of non-fundamental policy, each of Ivy
Canada Fund, Ivy Global Fund, Ivy Global Natural Resources Fund,
Ivy International Small Companies Fund and Ivy Pan-Europe Fund
may not:
(i) purchase or sell interests in oil, gas or mineral
leases (other than securities of companies that invest
in or sponsor such programs).
Further, as a matter of non-fundamental policy, each of Ivy
Canada Fund, Ivy Global Fund, Ivy International Small Companies
Fund and Ivy Pan-Europe Fund may not:
(i) purchase or sell real estate limited partnership
interests.
Further, as a matter of non-fundamental policy, each of Ivy
Asia Pacific Fund, Ivy Global Natural Resources Fund, Ivy
International Fund II, Ivy International Small Companies Fund and
Ivy Pan-Europe Fund may not:
(i) sell securities short, except for short sales "against
the box."
Further, as a matter of non-fundamental policy, each of Ivy
Asia Pacific Fund, Ivy Global Natural Resources Fund, Ivy
International Small Companies Fund and Ivy Pan-Europe Fund may
not:
(i) participate on a joint or a joint and several basis in
any trading account in securities. The "bunching" of
orders of the Fund and of other accounts under the
investment management of the Fund's investment adviser,
for the sale or purchase of portfolio securities shall
not be considered participation in a joint securities
trading account.
Further, as a matter of non-fundamental policy, Ivy Latin America
Strategy Fund may not:
(i) purchase or retain securities of an issuer if, with
respect to 75% of the Fund's total assets, such
purchase would result in more than 10% of the
outstanding voting securities of such issuer being held
by the Fund.
Whenever an investment objective, policy or restriction set
forth in the Prospectus or this SAI states a maximum percentage
of assets that may be invested in any security or other asset or
describes a policy regarding quality standards, such percentage
limitation or standard shall, unless otherwise indicated, apply
to the particular Fund only at the time a transaction is entered
into. Accordingly, if a percentage limitation is adhered to at
the time of investment, a later increase or decrease in the
percentage which results from circumstances not involving any
affirmative action by a Fund, such as a change in market
conditions or a change in the Fund's asset level or other
circumstances beyond the Fund's control, will not be considered a
violation.
ADDITIONAL RIGHTS AND PRIVILEGES
The Trust offers and (except as noted below) bears the cost
of providing to investors the following rights and privileges.
The Trust reserves the right to amend or terminate any one or
more of these rights and privileges. Notice of amendments to or
terminations of rights and privileges will be provided to
shareholders in accordance with applicable law.
Certain of the rights and privileges described below refer
to funds, other than the Funds, whose shares are also distributed
by Ivy Mackenzie Distributors, Inc. ("IMDI"). These funds are:
Ivy Growth Fund, Ivy Growth with Income Fund, Ivy Emerging Growth
Fund, Ivy International Fund II, Ivy Pan-Europe Fund, Ivy
International Bond Fund, Ivy Bond Fund and Ivy Money Market Fund
(the other eight series of the Trust). Shareholders should
obtain a current prospectus before exercising any right or
privilege that may relate to these funds.
Effective April 18, 1997, Ivy International Fund suspended
the offer of its shares to new investors. Accordingly, Advisor
Class shares of Ivy International Fund are not available for
purchase.
As of September 5, 1997, shares of the four funds that
comprised Mackenzie Series Trust (a separately registered
investment company formerly in the Ivy Mackenzie group of funds)
are no longer available for purchase or exchange.
AUTOMATIC INVESTMENT METHOD
The Automatic Investment Method, which enables a Fund
shareholder to have specified amounts automatically drawn each
month from his or her bank for investment in Fund shares, is
available for all classes of shares, except Class I. The minimum
initial and subsequent investment under this method is $250 per
month (except in the case of a tax qualified retirement plan for
which the minimum initial and subsequent investment is
$250 per month). A shareholder may terminate the
Automatic Investment Method at any time upon delivery to Ivy
Mackenzie Services Corp. ("IMSC") of telephone instructions or
written notice. See "Automatic Investment Method" in the
Prospectus. To begin the plan, complete Sections 6A and 7B of
the Account Application.
EXCHANGE OF SHARES
As described in the Prospectus, Advisor Class shareholders
of each Fund have an exchange privilege with other Ivy Funds
(except Ivy International Fund). Before effecting an exchange,
shareholders should obtain and read the currently effective
prospectus for the fund into which the exchange is to be made.
Advisor Class shareholders may exchange their outstanding
Advisor Class shares for Advisor Class shares of another Ivy fund
on the basis of the relative net asset value per Advisor
Class share. The minimum value of Advisor Class shares that may
be exchanged into an Ivy fund in which shares are not already
held is $10,000. No exchange out of a Fund (other than by a
complete exchange of all Fund shares) may be made if it would
reduce the shareholder's interest in the Advisor Class shares of
the Fund to less than $10,000. Exchanges are available only in
states where the exchange can legally be made.
Each exchange will be made on the basis of the relative net
asset values per share of the Ivy funds involved in the exchange
next computed following receipt by IMSC of telephone instructions
by IMSC or a properly executed request. Exchanges, whether
written or telephonic, must be received by IMSC by the close of
regular trading on the Exchange (normally 4:00 p.m., eastern
time) to receive the price computed on the day of receipt.
Exchange requests received after that time will receive the price
next determined following receipt of the request. The exchange
privilege may be modified or terminated at any time, upon at
least 60 days' notice to the extent required by applicable law.
See "Redemptions."
An exchange of shares between any of the Funds will result
in a taxable gain or loss. Generally, this will be a capital
gain or loss (long-term or short-term, depending on the holding
period of the shares) in the amount of the difference between the
net asset value of the shares surrendered and the shareholder's
tax basis for those shares. However, in certain circumstances,
shareholders will be ineligible to take sales charges into
account in computing taxable gain or loss on an exchange. See
"Taxation."
With limited exceptions, gain realized by a tax-deferred
retirement plan will not be taxable to the plan and will not be
taxed to the participant until distribution. Each investor
should consult his or her tax adviser regarding the tax
consequences of an exchange transaction.
RETIREMENT PLANS
Shares may be purchased in connection with several types of
tax-deferred retirement plans. Shares of more than one fund
distributed by IMDI may be purchased in a single application
establishing a single plan account, and shares held in such an
account may be exchanged among the Ivy funds in accordance with
the terms of the applicable plan and the exchange privilege
available to all shareholders. Initial and subsequent purchase
payments in connection with tax-deferred retirement plans must be
at least $25 per participant.
The following fees will be charged to individual shareholder
accounts as described in the retirement prototype plan document:
Retirement Plan New Account Fee no fee
Retirement Plan Annual Maintenance Fee $10.00 per account
For shareholders whose retirement accounts are diversified
across several Ivy funds, the annual maintenance fee will be
limited to not more than $20.
The following discussion describes the tax treatment of
certain tax-deferred retirement plans under current Federal
income tax law. State income tax consequences may vary. An
individual considering the establishment of a retirement plan
should consult with an attorney and/or an accountant with respect
to the terms and tax aspects of the plan.
INDIVIDUAL RETIREMENT ACCOUNTS: Shares of the Trust may be
used as a funding medium for an Individual Retirement Account
("IRA"). Eligible individuals may establish an IRA by adopting a
model custodial account available from IMSC, who may impose a
charge for establishing the account. Individuals should consult
their tax advisers before investing IRA assets in a Fund (which
primarily distributes exempt-interest dividends).
An individual who has not reached age 70-1/2 and who
receives compensation or earned income is eligible to contribute
to an IRA, whether or not he or she is an active participant in a
retirement plan. An individual who receives a distribution from
another IRA, a qualified retirement plan, a qualified annuity
plan or a tax-sheltered annuity or custodial account ("403(b)
plan") that qualifies for "rollover" treatment is also eligible
to establish an IRA by rolling over the distribution either
directly or within 60 days after its receipt. Tax advice should
be obtained in connection with planning a rollover contribution
to an IRA.
In general, an eligible individual may contribute up to the
lesser of $2,000 or 100% of his or her compensation or earned
income to an IRA each year. If a husband and wife are both
employed, and both are under age 70-1/2, each may set up his or
her own IRA within these limits. If both earn at least $2,000
per year, the maximum potential contribution is $4,000 per year
for both. For years after 1996, the result is similar even if
one spouse has no earned income; if the joint earned income of
the spouses is at least $4,000, a contribution of up to $2,000
may be made to each spouse's IRA. For years before 1997,
however, if one spouse has (or elects to be treated as having) no
earned income for IRA purposes for a year, the working spouse may
contribute up to the lesser of $2,250 or 100% of his or her
compensation or earned income for the year to IRAs for both
spouses, provided that no more than $2,000 is contributed to the
IRA of one spouse. Rollover contributions are not subject to
these limits.
An individual may deduct his or her annual contributions to
an IRA in computing his or her Federal income tax within the
limits described above, provided he or she (or his or her spouse,
if they file a joint Federal income tax return) is not an active
participant in a qualified retirement plan (such as a qualified
corporate, sole proprietorship, or partnership pension, profit
sharing, 401(k) or stock bonus plan), qualified annuity plan,
403(b) plan, simplified employee pension, or governmental plan.
If he or she (or his or her spouse) is an active participant, a
full deduction is only available if he or she has adjusted gross
income that is less than a specified level ($40,000 for married
couples filing a joint return, $25,000 for single individuals,
and $0 for a married individual filing a separate return). The
deduction is phased out ratably for active participants with
adjusted gross income between certain levels ($40,000 and $50,000
for married individuals filing a joint return, $25,000 and
$35,000 for single individuals, and $0 and $10,000 for married
individuals filing separate returns). Individuals who are active
participants with income above the specified phase-out level may
not deduct their IRA contributions. Rollover contributions are
not includible in income for Federal income tax purposes and
therefore are not deductible from it.
Generally, earnings on an IRA are not subject to current
Federal income tax until distributed. Distributions attributable
to tax-deductible contributions and to IRA earnings are taxed as
ordinary income. Distributions of non-deductible contributions
are not subject to Federal income tax. In general, distributions
from an IRA to an individual before he or she reaches age 59-1/2
are subject to a nondeductible penalty tax equal to 10% of the
taxable amount of the distribution. The 10% penalty tax does not
apply to amounts withdrawn from an IRA after the individual
reaches age 59-1/2, becomes disabled or dies, or if withdrawn in
the form of substantially equal payments over the life or life
expectancy of the individual and his or her designated benefi-
ciary, if any, or rolled over into another IRA, or, for years
after 1996, amounts withdrawn and used to pay for deductible
medical expenses and amounts withdrawn by certain unemployed
individuals not in excess of amounts paid for certain health
insurance premiums. Distributions must begin to be withdrawn not
later than April 1 of the calendar year following the calendar
year in which the individual reaches age 70-1/2. Failure to take
certain minimum required distributions will result in the
imposition of a 50% non-deductible penalty tax. Extremely large
distributions in any one year (other than 1997, 1998 or 1999)
from an IRA (or from an IRA and other retirement plans) may also
result in a penalty tax.
QUALIFIED PLANS: For those self-employed individuals who
wish to purchase shares of one or more Ivy funds through a
qualified retirement plan, a Custodial Agreement and a Retirement
Plan are available from IMSC. The Retirement Plan may be adopted
as a profit sharing plan or a money purchase pension plan. A
profit sharing plan permits an annual contribution to be made in
an amount determined each year by the self-employed individual
within certain limits prescribed by law. A money purchase
pension plan requires annual contributions at the level specified
in the Custodial Agreement. There is no set-up fee for qualified
plans and the annual maintenance fee is $20.00 per account.
In general, if a self-employed individual has any common law
employees, employees who have met certain minimum age and service
requirements must be covered by the Retirement Plan. A self-
employed individual generally must contribute the same percentage
of income for common law employees as for himself or herself.
A self-employed individual may contribute up to the lesser
of $30,000 or 25% of compensation or earned income to a money
purchase pension plan or to a combination profit sharing and
money purchase pension plan arrangement each year on behalf of
each participant. To be deductible, total contributions to a
profit sharing plan generally may not exceed 15% of the total
compensation or earned income of all participants in the plan,
and total contributions to a combination money purchase-profit
sharing arrangement generally may not exceed 25% of the total
compensation or earned income of all participants. The amount of
compensation or earned income of any one participant that may be
included in computing the deduction is limited (generally to
$150,000 for benefits accruing in plan years beginning after
1993, with annual inflation adjustments). A self-employed
individual's contributions to a retirement plan on his or her own
behalf must be deducted in computing his or her earned income.
Corporate employers may also adopt the Custodial Agreement
and Retirement Plan for the benefit of their eligible employees.
Similar contribution and deduction rules apply to corporate
employers.
Distributions from the Retirement Plan generally are made
after a participant's separation from service. A 10% penalty tax
generally applies to distributions to an individual before he or
she reaches age 59-1/2, unless the individual (1) has reached age
55 and separated from service; (2) dies; (3) becomes disabled;
(4) uses the withdrawal to pay tax-deductible medical expenses;
(5) takes the withdrawal as part of a series of substantially
equal payments over his or her life expectancy or the joint life
expectancy of himself or herself and a designated beneficiary; or
(6) rolls over the distribution.
The Transfer Agent will arrange for Investors Bank & Trust
to furnish custodial services to the employer and any
participating employees.
DEFERRED COMPENSATION FOR PUBLIC SCHOOLS AND CHARITABLE
ORGANIZATIONS ("403(B)(7) ACCOUNT"): Section 403(b)(7) of the
Internal Revenue Code of 1986, as amended (the "Code"), permits
public school systems and certain charitable organizations to use
mutual fund shares held in a custodial account to fund deferred
compensation arrangements with their employees. A custodial
account agreement is available for those employers whose
employees wish to purchase shares of the Trust in conjunction
with such an arrangement. The special application for a
403(b)(7) Account is available from IMSC.
Distributions from the 403(b)(7) Account may be made only
following death, disability, separation from service, attainment
of age 59-1/2, or incurring a financial hardship. A 10% penalty
tax generally applies to distributions to an individual before he
or she reaches age 59-1/2, unless the individual (1) has reached
age 55 and separated from service; (2) dies or becomes disabled;
(3) uses the withdrawal to pay tax-deductible medical expenses;
(4) takes the withdrawal as part of a series of substantially
equal payments over his or her life expectancy or the joint life
expectancy of himself or herself and a designated beneficiary; or
(5) rolls over the distribution. There is no set-up fee for
403(b)(7) Accounts and the annual maintenance fee is $20.00 per
account.
SIMPLIFIED EMPLOYEE PENSION ("SEP") IRAS: An employer may
deduct contributions to a SEP up to the lesser of $30,000 or 15%
of compensation. SEP accounts generally are subject to all rules
applicable to IRA accounts, except the deduction limits, and are
subject to certain employee participation requirements. No new
salary reduction SEPs ("SARSEPs") may be established after 1996,
but existing SARSEPs may continue to be maintained, and non-
salary reduction SEPs may continue to be established as well as
maintained after 1996.
SIMPLE PLANS: An employer may establish a SIMPLE IRA or a
SIMPLE 401(k) for years after 1996. An employee can make pre-tax
salary reduction contributions to a SIMPLE Plan, up to $6,000 a
year. Subject to certain limits, the employer will either match
a portion of employee contributions, or will make a contribution
equal to 2% of each employee's compensation without regard to the
amount the employee contributes. An employer cannot maintain a
SIMPLE Plan for its employees if any contributions or benefits
are credited to those employees under any other qualified
retirement plan maintained by the employer.
SYSTEMATIC WITHDRAWAL PLAN
A shareholder may establish a Systematic Withdrawal Plan (a
"Withdrawal Plan"), by telephone instructions or by delivery to
IMSC of a written election to have his or her shares withdrawn
periodically (minimum distribution amount -- $250 ),
accompanied by a surrender to IMSC of all share certificates then
outstanding in such shareholder's name, properly endorsed by the
shareholder. To be eligible to elect a Withdrawal Plan, a
shareholder must continually maintain an account balance of at
least $10,000 in his or her account. Additional investments made
by investors participating in a Withdrawal Plan must equal at
least $250 each while the Withdrawal Plan is in effect. A
Withdrawal Plan may not be established if the investor is
currently participating in the Automatic Investment Method. A
Withdrawal Plan may involve the depletion of a shareholder's
principal, depending on the amount withdrawn.
A redemption under a Withdrawal Plan is a taxable event.
Shareholders contemplating participating in a Withdrawal Plan
should consult their tax advisers.
An investor may terminate his or her participation in the
Withdrawal Plan at any time by delivering written notice to IMSC.
If all shares held by the investor are liquidated at any time,
participation in the Withdrawal Plan will terminate
automatically. The Trust or IMSC may terminate the Withdrawal
Plan option at any time after reasonable notice to shareholders.
GROUP SYSTEMATIC INVESTMENT PROGRAM
Shares may be purchased in connection with investment
programs established by employee or other groups using systematic
payroll deductions or other systematic payment arrangements. The
Trust does not itself organize, offer or administer any such
programs. However, it may, depending upon the size of the
program, waive the minimum initial and additional investment
requirements for purchases by individuals in conjunction with
programs organized and offered by others. Unless shares of a
Fund are purchased in conjunction with IRAs (see "How to Buy
Shares" in the Prospectus), such group systematic investment
programs are not entitled to special tax benefits under the Code.
The Trust reserves the right to refuse purchases at any time or
suspend the offering of shares in connection with group
systematic investment programs, and to restrict the offering of
shareholder privileges, such as check writing, simplified
redemptions and other optional privileges, as described in the
Prospectus, to shareholders using group systematic investment
programs.
With respect to each shareholder account established on or
after September 15, 1972 under a group systematic investment
program, the Trust and IMSC each currently charge a
maintenance fee of $6.00 (or portion thereof) that for
each twelve-month period (or portion thereof) that the account is
maintained. The Trust may collect such fee (and any fees due to
IMI) through a deduction from distributions to the shareholders
involved or by causing on the date the fee is assessed a
redemption in each such shareholder account sufficient to pay
such fee. The Trust reserves the right to change these fees from
time to time without advance notice.
BROKERAGE ALLOCATION
Subject to the overall supervision of the President and the
Board, IMI (or MFC with respect to Ivy Canada Fund and Ivy Global
Natural Resources Fund) places orders for the purchase and sale
of each Fund's portfolio securities. All portfolio transactions
are effected at the best price and execution obtainable.
Purchases and sales of debt securities are usually principal
transactions, and, therefore, brokerage commissions are usually
not required to be paid by the particular Fund for such purchases
and sales (although the price paid generally includes undisclosed
compensation to the dealer). The prices paid to underwriters of
newly-issued securities usually include a concession paid by the
issuer to the underwriter, and purchases of after-market
securities from dealers normally reflect the spread between the
bid and asked prices. In connection with OTC transactions, IMI
(or MFC for Ivy Canada Fund and Ivy Global Natural Resources
Fund) attempts to deal directly with the principal market makers,
except in those circumstances where IMI (or MFC for Ivy Canada
Fund and Ivy Global Natural Resources Fund) believes that a
better price and execution are available elsewhere.
Each Fund' investment manager (MFC, for Ivy Canada Fund and
Ivy Global Natural Resources Fund, and IMI for all of the other
Funds) selects broker-dealers to execute transactions and
evaluates the reasonableness of commissions on the basis of
quality, quantity, and the nature of the firms' professional
services. Commissions to be charged and the rendering of
investment services, including statistical, research, and
counseling services by brokerage firms, are factors to be
considered in the placing of brokerage business. The types of
research services provided by brokers may include general
economic and industry data, and information on securities of
specific companies. Research services furnished by brokers
through whom the Trust effects securities transactions may be
used by the investment manager in servicing all of its accounts.
In addition, not all of these services may be used by the
investment manager in connection with the services it provides to
a particular Fund or the Trust. A Fund's investment manager may
consider sales of shares of a Fund as a factor in the selection
of broker-dealers and may select broker-dealers who provide it
with research services. The investment manager will not,
however, execute brokerage transactions other than at the best
price and execution.
During the fiscal year ended June 30, 1994, during the six-
month period ended December 31, 1994 and during the fiscal years
ended December 31, 1995 and 1996, Ivy Canada Fund paid brokerage
commissions of $202,849, $98,390, $79,464 and $102,121,
respectively.
During the fiscal years ended December 31, 1994, 1995 and
1996, Ivy China Region Fund paid brokerage commissions of
$26,579, $70,459 and $62,812, respectively.
During the fiscal year ended June 30, 1994, during the six-
month period ended December 31, 1994, and during the fiscal years
ended December 31, 1995 and 1996, Ivy Global Fund paid brokerage
commissions of $58,828, $43,367, $96,124 and $90,904,
respectively.
During the period from November 1, 1994 (commencement of
operations) to December 31, 1994, Ivy Latin America Strategy Fund
and Ivy New Century Fund each paid brokerage commissions of
$5,491 and $2,611, respectively. During the fiscal year ended
December 31, 1995, Ivy Latin America Strategy Fund and Ivy New
Century Fund each paid brokerage commissions of $17,184 and
$15,236, respectively. During the fiscal year ended December 31,
1996, Ivy Latin America Strategy Fund and Ivy New Century Fund
each paid brokerage commissions of $15,756 and $95,606,
respectively.
During the period from July 22, 1996 (commencement of
operations to December 31, 1996) Ivy Global Science & Technology
Fund paid brokerage commissions of $37,065. Brokerage commission
information is not available for Ivy Asia Pacific Fund, Ivy
Global Natural Resources Fund and Ivy International Small
Companies Fund, which did not commence operations until January
1, 1997, or for Ivy International Fund II or Ivy Pan-Europe Fund,
which did not commence operations until May 13, 1997.
Each Fund may, under some circumstances, accept securities
in lieu of cash as payment for Fund shares. Each Fund will
accept securities only to increase its holdings in a portfolio
security or to take a new portfolio position in a security that
IMI (MFC, in the case of Ivy Canada Fund and Ivy Global Natural
Resources Fund) deems to be a desirable investment for the Fund.
While no minimum has been established, it is expected that each
the Fund will not accept securities having an aggregate value of
less than $1 million. The Trust may reject in whole or in part
any or all offers to pay for the Fund shares with securities and
may discontinue accepting securities as payment for the Fund
shares at any time without notice. The Trust will value accepted
securities in the manner and at the same time provided for
valuing portfolio securities of each the Fund, and the Fund
shares will be sold for net asset value determined at the same
time the accepted securities are valued. The Trust will only
accept securities delivered in proper form and will not accept
securities subject to legal restrictions on transfer. The
acceptance of securities by the Trust must comply with the
applicable laws of certain states.
TRUSTEES AND OFFICERS
The Trustees and Executive Officers of the Trust, their
business addresses and principal occupations during the past five
years are:
POSITION
WITH THE BUSINESS AFFILIATIONS
NAME, ADDRESS, AGE TRUST AND PRINCIPAL OCCUPATIONS
John S. Anderegg, Jr. Trustee Chairman, Dynamics Research
60 Concord Street Corp. (instruments and
Wilmington, MA 01887 controls); Director, Burr-
Age: 73 Brown Corp. (operational
amplifiers); Director,
Metritage Incorporated
(level measuring
instruments); Trustee of
Mackenzie Series Trust
(1992-1997).
Paul H. Broyhill Trustee Chairman, BMC Fund, Inc.
800 Hickory Blvd. (1983-present); Chairman,
Golfview Park-Box 500 Broyhill Family Foundation,
Lenoir, NC 28645 Inc. (1983-Present);
Age: 73 Chairman and President,
Broyhill Investments, Inc.
(1983-present); Chairman,
Broyhill Timber Resources
(1983-present); Management
of a personal portfolio of
fixed-income and equity
investments (1983-present);
Trustee of Mackenzie Series
Trust (1988-1997); Director
of The Mackenzie Funds Inc.
(1988-1995).
Stanley Channick Trustee President and Chief
11 Bala Avenue Executive Officer, The
Bala Cynwyd, PA 19004 Whitestone Corporation
Age: 73 (insurance agency);
Chairman, Scott Management
Company (administrative
services for insurance
companies); President, The
Channick Group (consultants
to insurance companies and
national trade
associations); Trustee of
Mackenzie Series Trust
(1994-1997); Director of
The Mackenzie Funds Inc.
(1994-1995).
Frank W. DeFriece, Jr. Trustee Director, Manager and Vice
The Landmark Centre President, Director and
113 Landmark Lane, Fund Manager, Massengill-
Suite B DeFriece Foundation
Bristol, TN 37620-2285 (charitable organization)
Age: 76 (1950-present); Trustee and
Vice Chairman, East
Tennessee Public
Communications Corp. (WSJK-
TV) (1984-present); Trustee
of Mackenzie Series Trust
(1985-1997); Director of
The Mackenzie Funds Inc.
(1987-1995).
Roy J. Glauber Trustee Mallinckrodt Professor of
Lyman Laboratory Physics, Harvard
of Physics University (1974-present);
Harvard University Trustee of Mackenzie Series
Cambridge, MA 02138 Trust (1994-1997).
Age: 71
Michael G. Landry Trustee President, Chief Executive
700 South Federal Hwy. and Officer and Director of
Suite 300 Chairman Mackenzie Investment
Raton, FL 33432 Management Inc. (1987-
Age: 50 present); President,
[*Deemed to be an Director and Chairman of
"interested person" Ivy Management Inc. (1992-
of the Trust, as present); Chairman and
defined under the Director of Ivy Mackenzie
1940 Act.] Services Corp.(1993-
present); Chairman and
Director of Ivy Mackenzie
Distributors, Inc. (1994-
present); Director and
President of Ivy Mackenzie
Distributors, Inc. (1993-
1994); Director and
President of The Mackenzie
Funds Inc. (1987-1995);
Trustee of Mackenzie Series
Trust (1987-1997);
President of Mackenzie
Series Trust (1987-1996);
Chairman of Mackenzie
Series Trust (1996-
present).
Joseph G. Rosenthal Trustee Chartered Accountant
110 Jardin Drive (1958-present); Trustee of
Unit #12 Mackenzie Series Trust
Concord, Ontario Canada (1985-1997); Director of
L4K 2T7 The Mackenzie Funds Inc.
Age: 62 (1987-1995).
Richard N. Silverman Trustee Director, Newton-Wellesley
18 Bonnybrook Road Hospital; Director, Beth
Waban, MA 02168 Israel Hospital; Director,
Age: 73 Boston Ballet; Director,
Boston Children's Museum;
Director, Brimmer and May
School.
J. Brendan Swan Trustee President, Airspray
4701 North Federal Hwy. International, Inc.;
Suite 465 Joint Managing Director,
Pompano Beach, FL 33064 Airspray International
Age: 67 B.V. (an environmentally
sensitive packaging
company); Director of
Polyglass LTD.; Director,
The Mackenzie Funds Inc.
(1992-1995); Trustee of
Mackenzie Series Trust
(1992-1997).
Keith J. Carlson Trustee Senior Vice President of
700 South Federal Hwy. and Mackenzie Investment
Suite 300 President Management, Inc. (1996
Boca Raton, FL 33432 -present); Senior Vice
Age: 40 President and Director of
[*Deemed to be an Mackenzie Investment
"interested person" Management, Inc. (1994
of the Trust, as -1996); Senior Vice
defined under the President and Treasurer of
1940 Act.] Mackenzie Investment
Management, Inc. (1989-
1994); Senior Vice
President and Director of
Ivy Management Inc. (1994-
present); Senior Vice
President, Treasurer and
Director of Ivy Management
Inc. (1992-1994); Vice
President of The Mackenzie
Funds Inc. (1987-1995);
Senior Vice President and
Director, Ivy Mackenzie
Services Corp. (1996-
present); President and
Director of Ivy Mackenzie
Services Corp. (1993-1996);
Trustee and President of
Mackenzie Series Trust
(1996-1997); Vice President
of Mackenzie Series Trust
(1994-1996); Treasurer of
Mackenzie Series Trust
(1985-1994); President,
Chief Executive Officer and
Director of Ivy Mackenzie
Distributors, Inc. (1994-
present); Executive Vice
President and Director of
Ivy Mackenzie Distributors,
Inc. (1993-1994).
C. William Ferris Secretary/ Senior Vice President,
700 South Federal Hwy. Treasurer Chief Financial Officer
Suite 300 and Secretary/Treasurer
Boca Raton, FL 33432 of Mackenzie Investment
Age: 52 Management Inc. (1995-
present); Senior Vice
President, Finance and
Administration/Compliance
Officer of Mackenzie
Investment Management Inc.
(1989-1994); Senior Vice
President, Secretary/
Treasurer and Clerk of Ivy
Management Inc. (1994-
present); Vice President,
Finance/Administration and
Compliance Officer of Ivy
Management Inc. (1992-
1994); Senior Vice
President, Secretary/
Treasurer and Director of
Ivy Mackenzie Distributors,
Inc. (1994-present);
Secretary/Treasurer and
Director of Ivy Mackenzie
Distributors, Inc. (1993-
1994); President and
Director of Ivy Mackenzie
Services Corp. (1996-
present); Secretary/
Treasurer and Director of
Ivy Mackenzie Services
Corp. (1993-1996);
Secretary/Treasurer of The
Mackenzie Funds Inc. (1993-
1995); Secretary/Treasurer
of Mackenzie Series Trust
(1994-1997).
James W. Broadfoot Vice Executive Vice President,
700 South Federal Hwy. President Ivy Management Inc. (1996-
Suite 300 present); Senior Vice
Boca Raton, FL 33432 President, Ivy Management,
Age: 54 Inc. (1992-1996); Director
and Senior Vice President,
Mackenzie Investment
Management Inc. (1995-
present); Senior Vice
President, Mackenzie
Investment Management Inc.
(1990-1995).
PERSONAL INVESTMENTS BY EMPLOYEES OF IMI
Employees of IMI are permitted to make personal securities
transactions, subject to the requirements and restrictions set
forth in IMI's Code of Ethics. The Code of Ethics is designed to
identify and address certain conflicts of interest between
personal investment activities and the interests of investment
advisory clients such as the Fund. Among other things, the Code
of Ethics, which generally complies with standards recommended by
the Investment Company Institute's Advisory Group on Personal
Investing, prohibits certain types of transactions absent prior
approval, applies to portfolio managers, traders, research
analysts and others involved in the investment advisory process,
and imposes time periods during which personal transactions may
not be made in certain securities, and requires the submission of
duplicate broker confirmations and monthly reporting of
securities transactions. Exceptions to these and other
provisions of the Code of Ethics may be granted in particular
circumstances after review by appropriate personnel.
COMPENSATION TABLE
IVY FUND
(FISCAL YEAR ENDED DECEMBER 31, 1996)
TOTAL
PENSION OR COMPENSA-
RETIREMENT TION FROM
BENEFITS ESTIMATED TRUST AND
AGGREGATE ACCRUED AS ANNUAL FUND COM-
COMPENSA- PART OF BENEFITS PLEX PAID
NAME, TION FUND UPON TO
POSITION FROM TRUST EXPENSES RETIREMENT TRUSTEES
John S. $7,419 N/A N/A $10,000
Anderegg, Jr.
(Trustee)
Paul H. $7,419 N/A N/A $10,000
Broyhill
(Trustee)
Keith J. $0 N/A N/A $0
Carlson[**]
(Trustee and
President)
Stanley $4,949 N/A N/A $10,000
Channick[*]
(Trustee)
Frank W. $7,419 N/A N/A $10,000
DeFriece, Jr.
(Trustee)
Roy J. $7,419 N/A N/A $10,000
Glauber[*]
(Trustee)
Michael G. $0 N/A N/A $0
Landry
(Trustee and
Chairman of
the Board)
Joseph G. $7,419 N/A N/A $10,000
Rosenthal
(Trustee)
Richard N. $10,000 N/A N/A $10,000
Silverman
(Trustee)
J. Brendan $7,419 N/A N/A $10,000
Swan
(Trustee)
C. William $0 N/A N/A $0
Ferris
(Secretary/Treasurer)
[*] Appointed as a Trustee of the Trust at a meeting of the
Board held on February 10, 1996.
[**] Appointed as a Trustee of the Trust at a meeting of the
Board held on December 7, 1996.
As of October 20, 1997, the Officers and Trustees of the
Trust as a group owned beneficially less than 1% of the
outstanding Class A, Class B, Class C and Class I shares of the
Funds. No Advisor Class shares had been issued as of that date.
INVESTMENT ADVISORY AND OTHER SERVICES
BUSINESS MANAGEMENT AND INVESTMENT ADVISORY SERVICES
IMI provides business management and investment advisory
services to each Fund (other than Ivy Canada Fund and Ivy Global
Natural Resources Fund) pursuant to a Business Management and
Investment Advisory Agreement (the "Agreement"). IMI provides
business management services to Ivy Canada Fund and Ivy Global
Natural Resources Fund pursuant to a Business Management
Agreement (the "Management Agreement"). The Agreement (or the
Management Agreement, in the case of Ivy Canada Fund and Ivy
Global Natural Resources Fund) was approved (i) by the sole
shareholder of Ivy China Region Fund on October 23, 1993, (ii) by
the sole shareholder of each of Ivy Latin America Strategy Fund
and Ivy New Century Fund on October 28, 1994, (iii) by the sole
shareholder of each of Ivy Global Fund and Ivy Canada Fund on
January 27, 1995, (iv) by the sole shareholder of Ivy Global
Science & Technology Fund on July 16, 1996, (v) by the sole
shareholder of each of Ivy Asia Pacific Fund, Ivy Global Natural
Resources Fund and Ivy International Small Companies Fund on
December 13, 1996, and (vi) by the sole shareholder of each of
Ivy International Fund II and Ivy Pan-Europe Fund on April 30,
1997. Prior to shareholder approval, the Agreement (or the
Management Agreement, in the case of Ivy Canada Fund and Ivy
Global Natural Resources Fund) was approved by the Board
(including a majority of the Trustees who are neither "interested
persons," as defined in the 1940 Act, of the Trust nor have any
direct or indirect financial interest in the operation of the
distribution plan or in any related agreement (the "Independent
Trustees")) (i) on August 23, 1993 with respect to Ivy China
Region Fund, (ii) on September 17, 1994 with respect to Ivy Latin
America Strategy Fund and Ivy New Century Fund, (iii) on
September 29, 1994 with respect to each of Ivy Canada Fund and
Ivy Global Natural Resources Fund, (iv) on June 8, 1996 with
respect to Ivy Global Science & Technology Fund, (v) on December
7, 1996 with respect to each of Ivy Asia Pacific Fund, Ivy Global
Natural Resources Fund and Ivy International Small Companies
Fund, (vi) on February 8, 1997 with respect to Ivy Pan-Europe
Fund, and (vii) on April 29, 1997 with respect to Ivy
International Fund II.
Until January 31, 1995 MIMI served as the manager and
investment adviser to Ivy Global Fund and as manager to Ivy
Canada Fund, which were then series of The Mackenzie Funds Inc.
(the "Company"). On January 31, 1995, MIMI's interest in the
Agreement (in the case of Ivy Global Fund) and in the Management
Agreement (in the case of Ivy Canada Fund) was assigned by MIMI
to IMI, which is a wholly owned subsidiary of MIMI. The
provisions of the Agreement and the Management Agreement remain
unchanged by IMI's succession to MIMI thereunder. MIMI, a
Delaware corporation, has approximately 10% of its outstanding
common stock listed for trading on the TSE. MIMI is a subsidiary
of MFC, 150 Bloor Street West, Toronto, Ontario, Canada, a public
corporation organized under the laws of Ontario and registered in
Ontario as a mutual fund dealer whose shares are listed for
trading on the TSE. MFC provides investment advisory services to
Ivy Canada Fund and Ivy Global Natural Resources Fund pursuant to
an Investment Advisory Agreement (the "MFC Agreement"). The MFC
Agreement was approved (i) by the sole shareholder of Ivy Canada
Fund on January 27, 1995 and (ii) by the sole shareholder of Ivy
Global Natural Resources Fund on December 13, 1996. Prior to
shareholder approval, the MFC Agreement was approved by the Board
(including a majority of Independent Trustees) (i) on September
29, 1994 with respect to Ivy Canada Fund and (ii) on December 7,
1996 with respect to Ivy Global Natural Resources Fund.
IMI currently acts as manager and investment adviser to the
following additional investment companies registered under the
1940 Act: Ivy Growth Fund, Ivy Emerging Growth Fund, Ivy Growth
with Income Fund, Ivy Bond Fund, Ivy International Bond Fund and
Ivy Money Market Fund.
The Agreement obligates IMI to make investments for the
accounts of each Fund (except Ivy Canada Fund and Ivy Global
Natural Resources Fund) in accordance with its best judgment and
within the investment objectives and restrictions set forth in
the Prospectus, the 1940 Act and the provisions of the Code
relating to regulated investment companies, subject to policy
decisions adopted by the Board. IMI also determines the
securities to be purchased or sold by these Funds and places
orders with brokers or dealers who deal in such securities. The
Advisory Agreement obligates MFC to make investments for the
account of each of Ivy Canada Fund and Ivy Global Natural
Resources Fund, in accordance with its best judgment and within
the investment objectives and restrictions set forth in the
Prospectus with respect to each of Ivy Canada Fund and Ivy Global
Natural Resources Fund, the 1940 Act and the provisions of the
Code, relating to regulated investment companies, subject to
policy decisions adopted by the Board. MFC also determines the
securities to be purchased or sold by each of Ivy Canada Fund and
Ivy Global Natural Resources Fund and places orders with brokers
or dealers who deal in such securities.
Under the Agreement (the Management Agreement with respect
to Ivy Canada Fund and Ivy Global Natural Resources Fund), IMI
also provides certain business management services. IMI is
obligated to (1) coordinate with each Fund's Custodian and
monitor the services it provides to that Fund; (2) coordinate
with and monitor any other third parties furnishing services to
each Fund; (3) provide each Fund with necessary office space,
telephones and other communications facilities as are adequate
for the particular Fund's needs; (4) provide the services of
individuals competent to perform administrative and clerical
functions that are not performed by employees or other agents
engaged by the particular Fund or by IMI acting in some other
capacity pursuant to a separate agreement or arrangements with
the Fund; (5) maintain or supervise the maintenance by third
parties of such books and records of the Trust as may be required
by applicable Federal or state law; (6) authorize and permit
IMI's directors, officers and employees who may be elected or
appointed as trustees or officers of the Trust to serve in such
capacities; and (7) take such other action with respect to the
Trust, after approval by the Trust as may be required by
applicable law, including without limitation the rules and
regulations of the SEC and of state securities commissions and
other regulatory agencies. Pursuant to the Management Agreement,
IMI is also responsible for reviewing the activities of MFC to
insure that each of Ivy Canada Fund and Ivy Global Natural
Resources Fund is operated in compliance with each such Fund's
investment objectives and policies and with the 1940 Act.
Ivy Global Fund pays IMI a monthly fee for providing
business management and investment advisory services at an annual
rate of 1.00% of the first $500 million of its average net
assets, reduced to 0.75% on average net assets over $500 million.
Each of the other Funds (except Ivy Canada Fund and Ivy Global
Natural Resources Fund) pays IMI a monthly fee for providing
business management and investment advisory serves at an annual
rate of 1.00% of each of the Fund's average net assets. Ivy
Canada Fund and Ivy Global Natural Resources Fund each pays IMI a
monthly fee for providing business management services at an
annual rate of 0.50% of each such Fund's average net assets.
For advisory services, Ivy Canada Fund and Ivy Global
Natural Resources Fund each pays MFC a monthly fee at an annual
rate of 0.35% and 0.50%, respectively, of the average net assets
of each such Fund. For the fiscal year ended June 30, 1994, for
the six-month period ended December 31, 1994 and for the fiscal
years ended December 31, 1995 and 1996, Ivy Canada Fund paid MFC
fees of $120,495, $54,763, $67,229 and $65,289, respectively.
During the fiscal years ended December 31, 1994, 1995 and
1996, Ivy China Region Fund paid IMI $193,875, $200,605 and
$233,804 respectively (of which IMI reimbursed $1,036, $0 and $0,
respectively, pursuant to required expense limitations and of
which IMI reimbursed $106,631, $106,085 and $65,675,
respectively, pursuant to voluntary expense limitations).
During the fiscal year ended June 30, 1994 and during the
six-month period ended December 31, 1994, MIMI, as investment
manager to Ivy Canada Fund and as investment adviser to Ivy
Global Fund, when each was a series of the Company, received fees
of $172,136 and $78,234, respectively, from Ivy Canada Fund and
$155,540 and $107,966, respectively, (of which MIMI reimbursed
$34,779 and $15,264, respectively, pursuant to voluntary expense
limitations) from Ivy Global Fund. During the fiscal years ended
December 31, 1995 and 1996, IMI received fees of $96,041 and
$93,270, respectively, from Ivy Canada Fund (of which IMI
reimbursed $63,466 and $0, respectively, pursuant to required
expense limitations) and $239,963 and $301,433, respectively,
from Ivy Global Fund (of which IMI reimbursed $62,242 and $0
pursuant to voluntary expense limitations).
During the period from November 1, 1994 (commencement of
operations) to December 31, 1994 and during the fiscal years
ended December 31, 1995 and 1996, Ivy Latin America Strategy Fund
paid IMI fees of $1,006, $95,380 and $42,550, respectively (of
which IMI reimbursed $13,333, $93,340 and $0, respectively,
pursuant to required expense limitations and of which IMI
reimbursed $523 and $2,040 and $99,630, respectively, pursuant to
voluntary expense limitations) and Ivy New Century Fund paid IMI
fees of $912, $91,226 and $109,125, respectively (of which IMI
reimbursed $16,415, $87,348 and $0, respectively, pursuant to
required expense limitations and of which IMI reimbursed $512,
$3,878 and $67,600, respectively, pursuant to voluntary expense
limitations).
During the period from July 22, 1996 (commencement of
operations) to December 31, 1996, Ivy Global Science & Technology
Fund paid IMI fees of $20,965 (of which IMI reimbursed $14,813
pursuant to voluntary expense limitations).
Advisory fee information is not yet available for Ivy Asia
Pacific Fund, Ivy Global Natural Resources Fund and Ivy
International Small Companies Fund, which commenced operations on
January 1, 1997, or for Ivy International Fund II or Ivy Pan-
Europe Fund, which commenced operations on May 13, 1997.
Under the Agreement (or the Management Agreement and the
Advisory Agreement with respect to Ivy Canada Fund and Ivy Global
Natural Resources Fund), the Trust pays the following expenses:
(1) the fees and expenses of the Trust's Independent Trustees;
(2) the salaries and expenses of any of the Trust's officers or
employees who are not affiliated with IMI; (3) interest expenses;
(4) taxes and governmental fees, including any original issue
taxes or transfer taxes applicable to the sale or delivery of
shares or certificates therefor; (5) brokerage commissions and
other expenses incurred in acquiring or disposing of portfolio
securities; (6) the expenses of registering and qualifying shares
for sale with the SEC and with various state securities
commissions; (7) accounting and legal costs; (8) insurance
premiums; (9) fees and expenses of the Trust's Custodian and
Transfer Agent and any related services; (10) expenses of
obtaining quotations of portfolio securities and of pricing
shares; (11) expenses of maintaining the Trust's legal existence
and of shareholders' meetings; (12) expenses of preparation and
distribution to existing shareholders of periodic reports, proxy
materials and prospectuses; and (13) fees and expenses of
membership in industry organizations.
IMI currently limits each Fund's (with the exception of Ivy
Canada Fund) total operating expenses (excluding Rule 12b-1 fees,
interest, taxes, brokerage commissions, litigation and
indemnification expenses, and other extraordinary expenses) to an
annual rate of 1.95% (1.50% in the case of Ivy International Fund
II) of the Fund's average net assets, which may lower that Fund's
expenses and increase its yield. Each Fund's expense limitation
may be terminated or revised at any time, at which time its
expenses may increase and its yield may be reduced.
On September 12-13, 1997, the Board (including a majority of
the Independent Trustees) (i) approved the continuance of the
Agreement with respect to Ivy China Region Fund, Ivy Global Fund,
Ivy Latin America Strategy Fund and Ivy New Century Fund and (ii)
approved the continuance of the Management Agreement for Ivy
Canada Fund. The initial term of the Agreement (or the
Management Agreement with respect to Ivy Global Natural Resources
Fund) between IMI and each of Ivy Asia Pacific Fund, Ivy Global
Natural Resources Fund and Ivy International Small Companies
Fund, which commenced on January 1, 1997, will run for a period
of two years from the date of commencement. The initial term of
the Agreement between IMI and each of Ivy International Fund II
and Ivy Pan-Europe Fund, which commenced on May 13, 1997, will
run for a period of two years from the date of commencement.
Each Agreement (or Management Agreement, with respect to Ivy
Canada Fund and Ivy Global Natural Resources Fund) will continue
in effect with respect to each Fund from year to year, or for
more than the initial period, as the case may be, only so long as
the continuance is specifically approved at least annually (i) by
the vote of a majority of the Independent Trustees and (ii)
either (a) by the vote of a majority of the outstanding voting
securities (as defined in the 1940 Act) of the particular Fund or
(b) by the vote of a majority of the entire Board. If the
question of continuance of the Agreements (or adoption of any new
agreement) is presented to shareholders, continuance (or
adoption) shall be effected only if approved by the affirmative
vote of a majority of the outstanding voting securities of the
particular Fund. See "Capitalization and Voting Rights."
Each Agreement (or Management Agreement with respect to Ivy
Canada Fund and Ivy Global Natural Resources Fund) may be
terminated with respect to a particular Fund at any time, without
payment of any penalty, by the vote of a majority of the Board,
or by a vote of a majority of the outstanding voting securities
of that Fund, on 60 days' written notice to IMI, or by IMI on 60
days' written notice to the Trust. The Agreement shall terminate
automatically in the event of its assignment.
DISTRIBUTION SERVICES
IMDI, a wholly owned subsidiary of MIMI, serves as the
exclusive distributor of the Funds' shares pursuant to an Amended
and Restated Distribution Agreement with the Trust dated October
23, 1991, as amended from time to time (the "Distribution
Agreement"). The Distribution Agreement was last approved by the
Board on August 25, 1996. At a meeting held on February 8, 1997,
the Board approved the Distribution Agreement on behalf of Ivy
Pan-Europe Fund. At a meeting held on April 29, 1997, the Board
approved the Distribution Agreement on behalf of Ivy
International Fund II. IMDI distributes shares of the Funds
through broker-dealers who are members of the National
Association of Securities Dealers, Inc. and who have executed
dealer agreements with IMDI. IMDI distributes shares of the
Funds on a continuous basis, but reserves the right to suspend or
discontinue distribution on that basis. IMDI is not obligated to
sell any specific amount of Fund shares.
Under the Distribution Agreement, each Fund bears, among
other expenses, the expenses of registering and qualifying its
shares for sale under federal and state securities laws and
preparing and distributing to existing shareholders periodic
reports, proxy materials and prospectuses.
Each Distribution Agreement will continue in effect for
successive one-year periods, provided that such continuance is
specifically approved at least annually by the vote of a majority
of the Independent Trustees, cast in person at a meeting called
for that purpose and by the vote of either a majority of the
entire Board or a majority of the outstanding voting securities
of each Fund. Each Distribution Agreement may be terminated with
respect to a particular Fund at any time, without payment of any
penalty, by IMDI on 60 days' written notice to the particular
Fund or by a Fund by vote of either a majority of the outstanding
voting securities of the Fund or a majority of the Independent
Trustees on 60 days' written notice to IMDI. Each Distribution
Agreement shall terminate automatically in the event of its
assignment.
IMDI may make payments for distribution assistance and
for administrative and accounting services from resources that
may include the management fees paid by a Fund. IMDI also may
make payments to unaffiliated broker-dealers for services
rendered in the distribution of each Fund's shares. To qualify
for such payments, shares may be subject to a minimum holding
period. However, no such payments will be made to any dealer or
broker if at the end of each year the amount of shares held does
not exceed a minimum amount. The minimum holding period and
minimum level of holdings will be determined from time to time by
IMDI.
If a Distribution Agreement is terminated (or not renewed)
with respect to any of the Ivy funds (or class of shares
thereof), each may continue in effect with respect to any other
fund (or Class of shares thereof) as to which it has not been
terminated (or have been renewed).
RULE 18F-3 PLAN. On February 23, 1995, the SEC adopted Rule
18f-3 under the 1940 Act, which permits a registered open-end
investment company to issue multiple classes of shares in
accordance with a written plan approved by the investment
company's board of directors/trustees and filed with the SEC. At
a meeting held on December 1-2, 1995, the Board adopted a multi-
class plan (the "Rule 18f-3 plan") on behalf of each Fund. At a
meeting held on December 7, 1996, the Board last approved the
Rule 18f-3 plan on behalf of each Fund. At a meeting held on
February 8, 1997, the Board adopted the Rule 18f-3 plan on behalf
of Ivy Pan-Europe Fund. At a meeting held on April 29, 1997, the
Board adopted the Rule 18f-3 plan on behalf of Ivy International
Fund II. The key features of the Rule 18f-3 plan are as follows:
(i) shares of each class of a Fund represent an equal pro rata
interest in that 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 Prospectus,
shares of a particular class of a Fund may be exchanged for
shares of the same class of another Ivy fund; and (iii) a Fund's
Class B shares will convert automatically into Class A shares of
that Fund after a period of eight years, based on the relative
net asset value of such shares at the time of conversion.
CUSTODIAN
Pursuant to a Custodian Agreement with the Trust, Brown
Brothers Harriman & Co. (the "Custodian"), a private bank and
member of the principal securities exchanges, located at 40 Water
Street, Boston, Massachusetts 02109, maintains custody of the
assets of each Fund held in the United States. Rules adopted
under the 1940 Act permit the Trust to maintain its foreign
securities (Canadian securities, with respect to Ivy Canada Fund
and Ivy Global Natural Resources Fund) and cash in the custody of
certain eligible foreign banks and securities depositories (and
certain eligible Canadian banks and securities depositories, with
respect to Ivy Canada Fund and Ivy Global Natural Resources
Fund). Pursuant to those rules, Brown Brothers has entered into
subcustodial agreements for the holding of each Fund's foreign
securities (and for the holding of Ivy Canada Fund's and Ivy
Global Natural Resources Fund's non-Canadian foreign securities).
Similarly, pursuant to those rules, Ivy Canada Fund's and Ivy
Global Natural Resources Fund's portfolio securities and cash,
when invested in Canadian securities, will be held by its Sub-
custodian, The Bank of Nova Scotia. With respect to each Fund,
except for Ivy Canada Fund and Ivy Global Natural Resources Fund,
Brown Brothers may receive, as partial payment for its services,
a portion of the Trust's brokerage business, subject to its
ability to provide best price and execution.
FUND ACCOUNTING SERVICES
Pursuant to a Fund Accounting Services Agreement, MIMI
provides certain accounting and pricing services for the Funds.
As compensation for those services, each Fund pays MIMI a monthly
fee plus out-of-pocket expenses as incurred. The monthly fee is
based upon the net assets of a Fund at the preceding month end at
the following rates: $1,250 when net assets are $10 million and
under; $2,500 when net assets are over $10 million to $40
million; $5,000 when net assets are over $40 million to $75
million; and $6,500 when net assets are over $75 million.
For the fiscal year ended June 30, 1994, for the six-month
period ended December 31, 1994 and for the fiscal years ended
December 31, 1995 and 1996, Ivy Canada Fund paid MIMI $32,492,
$16,442, $32,399 and 33,091, respectively, under the agreement.
During the fiscal years ended December 31, 1994, 1995 and 1996,
Ivy China Region Fund paid MIMI $32,137, $32,653 and $35,038,
respectively, under the agreement. For the fiscal year ended
June 30, 1994, for the six-month period ended December 31, 1994
and for the fiscal years ended December 31, 1995 and 1996, Ivy
Global Fund paid MIMI $31,448, $15,957, $32,982 and 34,802,
respectively, under the agreement. During the period from July
22, 1996 (commencement of operations) to December 31, 1996, Ivy
Global Science & Technology Fund paid MIMI $9,171 under the
agreement. Prior to April 1, 1994, the Fund utilized an
unrelated entity for fund accounting and pricing services. Such
fees and expenses for the fiscal year ended December 31, 1994
totalled $88,790. During the period from November 1, 1994
(commencement of operations) to December 31, 1994 and during the
fiscal years ended December 31, 1995 and 1996, Ivy Latin America
Strategy Fund paid MIMI $2,505, $15,094 and $16,731,
respectively, under the agreement. During the period from
November 1, 1994 (commencement of operations) to December 31,
1994 and during the fiscal years ended December 31, 1995 and
1996, Ivy New Century Fund paid MIMI $2,505, $15,112 and $25,951,
respectively, under the agreement.
No payments were made by Ivy Asia Pacific Fund, Ivy Global
Natural Resources Fund and Ivy International Small Companies
Fund, which commenced operations on January 1, 1997, or Ivy
International Fund II and Ivy Pan-Europe Fund, which commenced
operations on May 13, 1997.
TRANSFER AGENT AND DIVIDEND PAYING AGENT
Pursuant to a Transfer Agency and Shareholder Service
Agreement, IMSC, a wholly owned subsidiary of MIMI, is the
transfer agent for each Fund. Under the Agreement, each Fund
pays a monthly fee at an annual rate of $20.00 per open Advisor
Class account. In addition, each Fund pays a monthly fee at an
annual rate of $4.58 per account that is closed plus
certain out-of-pocket expenses. Certain broker-dealers that
maintain shareholder accounts with a Fund through an omnibus
account provide transfer agent and other shareholder-related
services that would otherwise be provided by IMSC if the
individual accounts that comprise the omnibus account were opened
by their beneficial owners directly. IMSC pays such broker-
dealers a per account fee for each open account within the
omnibus account, or a fixed rate (e.g., .10%) fee, based on the
average daily net asset value of the omnibus account (or a
combination thereof).
ADMINISTRATOR
Pursuant to an Administrative Services Agreement, MIMI
provides certain administrative services to each Fund. As
compensation for these services, each Fund pays MIMI a monthly
fee at the annual rate of .10% of the average daily net asset
value of its Advisor Class shares.
AUDITORS
Coopers & Lybrand L.L.P., independent certified public
accountants, 200 East Las Olas Boulevard, Suite 1700, Ft.
Lauderdale, Florida 33301, has been selected as auditors for the
Trust. The audit services performed by Coopers & Lybrand L.L.P.,
include audits of the annual financial statements of each of the
funds of the Trust. Other services provided principally relate
to filings with the SEC and the preparation of the Funds' tax
returns.
CAPITALIZATION AND VOTING RIGHTS
The capitalization of the Trust consists of an unlimited
number of shares of beneficial interest (no par value per share).
When issued, shares of each class of each Fund are fully paid,
non-assessable, redeemable and fully transferable. No class of
shares of a Fund has preemptive rights or subscription rights.
The Amended and Restated Declaration of Trust permits the
Trustees to create separate series or portfolios and to divide
any series or portfolio into one or more classes. The Trustees
have authorized eighteen series, each of which represents a fund.
The Trustees have further authorized the issuance of Classes A,
B, C, and the Advisor Class for Ivy Asia Pacific Fund, Ivy Bond
Fund, Ivy Canada Fund, Ivy China Region Fund, Ivy Emerging Growth
Fund, Ivy Global Fund, Ivy Global Natural Resources Fund, Ivy
Global Science & Technology Fund, Ivy Growth Fund, Ivy Growth
with Income Fund, Ivy International Fund, Ivy International Fund
II, Ivy International Bond Fund, Ivy Latin America Strategy Fund,
Ivy Money Market Fund, Ivy New Century Fund and Ivy Pan-Europe
Fund, as well as Class I shares for Ivy Bond Fund, Ivy Global
Science & Technology Fund, Ivy International Fund II, Ivy
International Fund and Ivy International Small Companies Fund,
and Class D for Ivy Growth with Income Fund. [FN][The Class D
shares of Ivy Growth with Income Fund were initially issued as
"Ivy Growth with Income Fund -- Class C" to shareholders of
Mackenzie Growth & Income Fund, a former series of the Company,
in connection with the reorganization between that fund and Ivy
Growth with Income Fund and not offered for sale to the public.
On February 29, 1996, the Trustees of the Trust resolved by
written consent to establish a new class of shares designated as
"Class C" for all Ivy Fund portfolios and to redesignate the
shares of beneficial interest of "Ivy Growth with Income Fund--
Class C" as shares of beneficial interest of "Ivy Growth with
Income Fund--Class D," which establishment and redesignation,
respectively, became effective on April 30, 1996. The voting,
dividend, liquidation and other rights, preferences, powers,
restrictions, limitations, qualifications, terms and conditions
of the Class D shares of Ivy Growth with Income Fund, as set
forth in Ivy Fund's Declaration of Trust, as amended from time to
time, will not be changed by this redesignation.]
Shareholders have the right to vote for the election of
Trustees of the Trust and on any and all matters on which they
may be entitled to vote by law or by the provisions of the
Trust's By-Laws. The Trust is not required to hold a regular
annual meeting of shareholders, and it does not intend to do so.
Shares of each class of each Fund entitle their holders to one
vote per share (with proportionate voting for fractional shares).
Shareholders of a Fund are entitled to vote alone on matters that
only affect that Fund. All classes of shares of a Fund will vote
together, except with respect to the distribution plan applicable
to the Fund's Class A, Class B or Class C shares or when a class
vote is required by the 1940 Act. On matters relating to all
funds of the Trust, but affecting the funds differently, separate
votes by the shareholders of each fund are required. Approval of
an investment advisory agreement and a change in fundamental
policies would be regarded as matters requiring separate voting
by the shareholders of each fund of the Trust. If the Trustees
determine that a matter does not affect the interests of a Fund,
then the shareholders of that Fund will not be entitled to vote
on that matter. Matters that affect the Trust in general, such
as ratification of the selection of independent public
accountants, will be voted upon collectively by the shareholders
of all funds of the Trust.
As used in this SAI and the Prospectus, the phrase "majority
vote of the outstanding shares" of a Fund means the vote of the
lesser of: (1) 67% of the shares of that Fund (or of the Trust)
present at a meeting if the holders of more than 50% of the
outstanding shares are present in person or by proxy; or (2) more
than 50% of the outstanding shares of that Fund (or of the
Trust).
With respect to the submission to shareholder vote of a
matter requiring separate voting by a Fund, the matter shall have
been effectively acted upon with respect to that Fund if a
majority of the outstanding voting securities of that Fund votes
for the approval of the matter, notwithstanding that: (1) the
matter has not been approved by a majority of the outstanding
voting securities of any other fund of the Trust; or (2) the
matter has not been approved by a majority of the outstanding
voting securities of the Trust.
The Amended and Restated Declaration of Trust provides that
the holders of not less than two-thirds of the outstanding shares
of the Trust may remove a person serving as trustee either by
declaration in writing or at a meeting called for such purpose.
The Trustees are required to call a meeting for the purpose of
considering the removal of a person serving as Trustee if
requested in writing to do so by the holders of not less than 10%
of the outstanding shares of the Trust. Shareholders will be
assisted in communicating with other shareholders in connection
with the removal of a Trustee as if Section 26(c) of the Act were
applicable.
The Trust's shares do not have cumulative voting rights and
accordingly the holders of more than 50% of the outstanding
shares could elect the entire Board, in which case the holders of
the remaining shares would not be able to elect any Trustees.
To the knowledge of the Trust, as of September 30, 1997, no
shareholder owned beneficially or of record 5% or more of any
Fund's outstanding Class A shares, except that of the outstanding
Class A shares of Ivy Asia Pacific Fund, Mackenzie Investment
Management Inc., 700 S. Federal Hwy., Suite 300, Boca Raton, FL
33432, owned of record 12,933.551 shares (28.28%), Merill Lynch
Pierce Fenner & Smith, 4800 Deer Lake Drive East, 3rd Floor,
Jacksonville, FL 32246, owned of record 3,172.000 shares (6.93%),
and Wedbush Morgan Securities, 1000 Wilshire Blvd., Los Angeles,
CA 91208, owned of record 2,673.000 shares (5.84%); and except
that of the outstanding Class A shares of Ivy China Region Fund,
Resources Trust Company, P.O. Box 3865, Englewood, CO 80155-3865,
owned of record 231,878.862 shares (12.98%); and except that of
the outstanding Class A shares of Ivy Global Science & Technology
Fund, Donaldson Lufkin Jenrette Securities Corporation, Inc.,
P.O. Box 2052, Jersey City, NJ 07303-9998, owned of record
148,724.187 shares (20.74%); and except that at the outstanding
Class A shares of Ivy International Fund, Charles Schwab & Co.,
Inc., 101 Montgomery Street, San Francisco, CA 94104, owned of
record 15,854,513.288 shares (37.05%), and Merrill Lynch Pierce
Fenner & Smith, 4800 Deer Lake Drive East, 3rd Floor,
Jacksonville, FL 32246, owned of record 2,152,658.000 shares
(5.03%);and except that of the outstanding Class A shares of Ivy
International Fund II, Merrill Lynch Pierce Fenner & Smith, 4800
Deer Lake Drive East, 3rd Floor, Jacksonville, FL 32246, owned of
record 386,950.000 shares (27.84%), and Charles Schwab & Co.
Inc., 101 Montgomery Street, San Francisco, CA 94104, owned of
record 177,531.815 shares (12.77%); and except that of the
outstanding Class A shares of Ivy International Small Companies
Fund, Donaldson Lufkin Jenrette Securities Corporation, Inc.,
P.O. Box 2052, Jersey City, NJ 07303-9998, owned of record
26,599.450 shares (22.27%), Mackenzie Investment Management Inc.,
700 S. Federal Hwy., Suite 300, Boca Raton, FL,33432,owned of
record 10,001.000 shares (8.37%), and Merrill Lynch Pierce Fenner
& Smith, 4800 Deer Lake Drive East, 3rd Floor, Jacksonville, FL
32246, owned of record 6,484.000 shares (5.43%); and except that
of the outstanding Class A shares of Ivy Latin America Strategy
Fund, Donaldson Lufkin Jenrette Securities Corporation, Inc.,
P.O. Box 2052, Jersey City, NJ 07303-9998, owned of record
87,948.203 shares (15.25%), and Merrill Lynch Pierce Fenner &
Smith, 4800 Deer Lake Drive East, 3rd Floor, Jacksonville, FL
32246, owned of record 58,401.000 shares (10.13%); and except
that of the outstanding Class A shares of Ivy New Century Fund,
Charles Schwab & Co. Inc., 101 Montgomery Street, San Francisco,
CA 94104, owned of record 94,236.910 shares (6.28%); and except
that of the outstanding Class A shares of Ivy Pan-Europe Fund,
Mackenzie Investment Management Inc., 700 S. Federal Hwy. Suite
300, Boca Raton, FL 33432, owned of record 15,001.000 shares
(73.47%), and Resources Trust Company, P.O. Box 5900, Denver, CO
80217, owned of record 4,428.698 shares (21.69%).
To the knowledge of the Trust, as of September 30, 1997, no
shareholder owned beneficially or of record 5% or more of any
Fund's outstanding Class B shares, except that of the outstanding
Class B shares of Ivy Asia Pacific Fund, Merrill Lynch Pierce
Fenner & Smith, 4800 Deer Lake Drive East, 3rd Floor,
Jacksonville, FL 32246, owned of record 44,345.000 shares
(69.58%), and Edward M. Kern & Gayla D. Kern TTEES, 2290 Montagne
Drive, Florissant, MO 63033, owned of record 3,803.298 shares
(5.96%); and except that of the outstanding Class B shares of Ivy
Bond Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer Lake
Drive East, 3rd Floor, Jacksonville, FL 32246, owned of record
179,994.520 shares (17.47%); and except that of the outstanding
Class B shares of Ivy Canada Fund, Merrill Lynch Pierce Fenner &
Smith, 4800 Deer Lake Drive East, 3rd Floor, Jacksonville, FL
32246, owned of record 31,340.000 shares (14.39%), and JW Charles
Clearing Corp. FBO Joseph Zerger IRA, 1550 E. Oakland Park Blvd.,
Fort Lauderdale, FL 33334-4425, owned of record 14,588.638 shares
(6.70%); and except that of the outstanding Class B shares of Ivy
China Region Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive East, 3rd Floor, Jacksonville, FL 32246, owned of
record 113,303.000 shares (11.01%); and except that of the
outstanding Class B shares of Ivy Emerging Growth Fund, Merrill
Lynch Pierce Fenner & Smith, 4800 Deer Lake Drive East, 3rd
Floor, Jacksonville, FL 32246, owned of record 315,393.000 shares
(17.72%); and except that of the outstanding Class B shares of
Ivy Global Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive East, 3rd Floor, Jacksonville, FL 32246, owned of
record 79,574.000 shares (8.65%); and except that of the
outstanding Class B shares of Ivy Global Natural Resources Fund,
Merrill Lynch Pierce Fenner & Smith, 4800 Deer Lake Drive East,
3rd Floor, Jacksonville, FL 32246, owned of record 97,278.000
shares (38.06%); and except that of the outstanding Class B
shares of Ivy Growth Fund, IBT CUST IRA FBO Glenn E. Pattyson,
P.O. Box 11, Terrace Bay, Ontario, Canada, POT 2W0, owned of
record 16,058.530 shares (7.17%); and except that of the
outstanding Class B shares of Ivy International Fund, Merrill
Lynch Pierce Fenner & Smith, 4800 Deer Lake Drive East, 3rd
Floor, Jacksonville, FL 32246, owned of record 6,824,811.000
shares (46.42%); and except that of the outstanding Class B
shares of Ivy International Fund II, Merrill Lynch Pierce Fenner
& Smith, 4800 Deer Lake Drive East, 3rd Floor, Jacksonville, FL
32246, owned of record 2,978,451.050 shares (65.23%); and except
that of the outstanding Class B shares of Ivy International Small
Companies Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive East, 3rd Floor, Jacksonville, FL 32246, owned of
record 27,529.000 shares (28.18%), and Painewebber FBO Rockingham
Newspapers, Inc., 1050 Wildcrest Drive, Houston, TX 77042, owned
of record 11,451.000 shares (11.72%); and except that of the
outstanding Class B shares of Ivy Latin America Strategy Fund,
Merrill Lynch Pierce Fenner & Smith, 4800 Deer Lake Drive East,
3rd Floor, Jacksonville, FL 32246, owned of record 122,615.000
shares (33.98%), and Donaldson Lufkin Jenrette Securities
Corporation Inc., P.O. Box 2052, Jersey City, NJ 07303, owned of
record 24,270.747 shares (6.72%); and except that of the
outstanding Class B shares of Ivy Money Market Fund, Molly
Kaufman, TTEE, 19987 Moran Lane, Saratoga, CA 95070, owned of
record 278,684.220 shares (12.89%), Painewebber, 2030 Fransworth
Drive, Nashville, TN 37205, owned of record 126,516.230 shares
(5.85%), and Smith Barney, Inc., 388 Greenwich Street, New York,
NY 10013, owned of record 121,470.440 shares (5.62%); and except
that of the outstanding Class B shares of Ivy New Century Fund,
Merrill Lynch Pierce Fenner & Smith, 4800 Deer Lake Drive East,
3rd Floor, Jacksonville, FL 32246, owned of record 442,486.000
shares (34.38%); and except that of the outstanding Class B
shares of Ivy Pan-Europe Fund, Charles Kraft & Florence Kraft
TTEES, 11605 NE 36th Court, Vancouver, WA 98686, owned of record
616.740 shares (69.78%), and Rose M. Novak & Martin T Novak, 2009
Ardin Drive, Jeffersonville, PA 19403, owned of record 267.058
shares (30.21%).
To the knowledge of the Trust, as of September 30, 1997, no
shareholder owned beneficially or of record 5% or more of any
Fund's outstanding Class C shares, except that of the outstanding
Class C shares of Ivy Asia Pacific Fund, The Ohio Company FBO
Mansbach, G., 155 East Broad Street, Columbus, KY 41105, owned of
record 24,390.244 shares (80.02%), and Merrill Lynch Pierce
Fenner & Smith, 4800 Deer Lake Drive East, 3rd Floor,
Jacksonville, FL 32246, owned of record 2,479.000 shares (8.19%);
and except that of the outstanding Class C shares of Ivy Bond
Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer Lake Drive
East, 3rd Floor, Jacksonville, FL 32246, owned of record
131,013.000 shares (47.60%), and CTY Carbonic Sales and SVC,
Inc., Louis Morgan, P.O. Box 25842, Oklahoma City, OK 73125,
owned of record 18,618.307 shares (6.76%); and except that of the
outstanding Class C shares of Ivy Canada Fund, Francisco
Rodriguez Carreras & Louis Rodriguez Aguilar, c/o Zarlene
Imports, 1550 E. Oakland Park Blvd., Fort Lauderdale, FL 33334-
4425, owned of record 30,731.72 shares (54.11%), Merrill Lynch
Pierce Fenner & Smith, 4800 Deer Lake Drive East, 3rd Floor,
Jacksonville, FL 32246, owned of record 12,181.000 shares
(21.45%), and JW Charles Clearing Corp. FBO Giancarlo Dimizio
IRA, 4900 N. Ocean Blvd, #1107, Fort Lauderdale, FL 33308, owned
of record 3,737.544 shares (6.58%); and except that of the
outstanding Class C shares of Ivy China Region Fund, Merrill
Lynch Pierce Fenner & Smith, 4800 Deer Lake Drive East, 3rd
Floor, Jacksonville, FL 32246, owned of record 33,344.000 shares
(28.77%), and The Ohio Company FBO Gerald Mansbach, 155 E. Broad
Street, Columbus, OH 43215, owned of record 26,790.606 shares
(23.12%); and except that of the outstanding Class C shares of
Ivy Emerging Growth Fund, Merrill Lynch Pierce Fenner & Smith,
4800 Deer Lake Drive East, 3rd Floor, Jacksonville, FL 32246,
owned of record 113,748.000 shares (31.38%); and except that of
the outstanding Class C shares of Ivy Global Fund, The Ohio
Company FBO, Mansbach G, 155 E. Broad Street, Columbus, OH 43215,
owned of record 19,409.938 shares (29.78%), and Merrill Lynch
Pierce Fenner & Smith, 4800 Deer Lake Drive East, 3rd Floor,
Jacksonville, FL 32246, owned of record 12,345.000 shares
(18.94%), Painewebber, FBO Regina J. Nolan, 1021 St. Gregory
Street, Cincinnati, OH 45202, owned of record 4,629.630 shares
(7.10%), Linda Powers Kunze and Tod John Kunze, 10214 Old
Orchard, Brecksville, OH 44141, owned of record 3,742.515 shares
(5.74%), and Smith Barney,Inc., 388 Greenwich Street, New York,
NY 10013, owned of record 3,371.185 shares (5.17%); and except
that of the outstanding Class C shares of Ivy Global Natural
Resources Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive East, 3rd Floor, Jacksonville, FL 32246, owned of
record 4,504.000 shares (46.08%), Painewebber FBO John L.
Hammons, P.O. Box 3321, Weehawken, NJ 07087-8154, owned of record
1,014.370 shares (10.37%), and Anthony L. Bassano & Marie E.
Bassano, 8934 Bari Court, Port Richey, FL 34668, owned of record
922.509 shares (9.43%), and The Ohio Company, FBO H.M. Miller,
155 E. Broad Street, Columbus, OH 45429, owned of record 516.796
shares (5.28%); and except that of the outstanding Class C shares
of Ivy Global Science & Technology Fund, Merrill Lynch Pierce
Fenner & Smith, 4800 Deer Lake Drive East, 3rd Floor,
Jacksonville, FL 32246, owned of record 30,407.000 shares
(8.45%); and except that of the outstanding Class C shares of Ivy
Growth Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer Lake
Drive East, 3rd Floor, Jacksonville, FL 32246, owned of record
2,484.000 shares (36.29%), Rafter L. Cattle Co., HCR 77 #441,
Uvalde, TX 78801, owned of record 2,460.130 shares (35.94%),
Martin S. Sawyer & Ruth C. Sawyer TTEE, 2301 Fremont Drive,
Sarasota, FL 34238-3016, owned of record 506.023 shares (7.39%),
and Painewebber FBO William G. Thomas, P.O. Box 3321, Weehawken,
NJ 07087-8154, owned of record 389.000 shares (5.68%); and except
that of the outstanding Class C shares of Ivy Growth With Income
Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer Lake Drive
East, 3rd Floor, Jacksonville, FL 32246, owned of record
3,389.000 shares (16.38%), Anthony L. Bassano & Marie E. Bassano,
8934 Bari Court, Port Richie, FL 34668, owned of record 2,842.845
shares (13.74%), IBT CUST IRA FBO Vytautas Snieckus, 1250 E.
276th Street, Euclid, OH 44132, owned of record 2,349.000 shares
(11.35%), IBT CUST 403(B) FBO Carol E. Greivell, 8629 N. Servite
#109, Milwaukee, WI 53223, owned of record 1,872.713 shares
(9.05%), Donaldson Lufkin Jenrette Securities Corporation Inc.,
P.O. Box 2052, Jersey City, NJ 07303-9998, owned of record
1,476.436 shares (7.13%), IBT CUST 403(B) FBO Helen Jankowski,
41993 VIA Renate, Temecula, CA 92591, owned of record 1,253.543
shares (6.05%), and Marsha L. Yarbrough, RT 2 Box 548, West
Blocton, AL 36184, owned of record 1,238.917 shares (5.98%); and
except that of the outstanding Class C shares of Ivy
International Fund, Merrill Lynch Pierce Fenner & Smith, 4800
Deer Lake Drive East, 3rd Floor, Jacksonville, FL 32246, owned of
record 2,961,991.000 shares (65.74%); and except that of the
outstanding Class C shares of Ivy International Fund II, Merrill
Lynch Pierce Fenner & Smith, 4800 Deer Lake Drive East, 3rd
Floor, Jacksonville, FL 32246, owned of record 1,906,033.000
shares (69.71%); and except that of the outstanding Class C
shares of Ivy International Small Companies Fund, Merrill Lynch
Pierce Fenner & Smith, 4800 Deer Lake Drive East, 3rd Floor,
Jacksonville, FL 32246, owned of record 130,453.000 shares
(71.53%), and The Ohio Company, FBO Gerald Mansbach, 155 E. Broad
Street, Columbus, OH 43215, owned of record 24,727.992 shares
(13.55%); and except that of the outstanding Class C shares of
Ivy Latin America Strategy Fund, Merrill Lynch Pierce Fenner &
Smith, 4800 Deer Lake Drive East, 3rd Floor, Jacksonville, FL
32246, owned of record 35,640.000 shares (67.86%), and Donaldson
Lufkin Jenrette Securities Corporation Inc., P.O. Box 2052,
Jersey City, NJ 07303, owned of record 2,956.167 shares (5.62%);
and except that of the outstanding Class C shares of Ivy Money
Market Fund, IBT CUST IRA FBO Randall Schlagel, 3619 Pauly Lane,
St. Bonifacious, MN 55375, owned of record 15,238.030 shares
(33.95%), IBT CUST IRA FBO David J. Esler, 160 Arrowhead #3,
Mukwonago, WI 53149, owned of record 8,015.010 shares (17.85%),
Lori K. Murphy, 2340 A. North 70th Street, Wauwatosa, WI 53213,
owned of record 6,331.460 shares (14.10%), Stanley M. Collum &
Linda F. Collum, 4817 Wolf Lane, Yukon, OK 73099, owned of record
3,737.310 shares (8.32%), Louisa Z. Bradley, 2500 N. Glade Suite
102, Bethany, OK 73009-4921, owned of record 3,028.920 shares
(6.74%), and Varghese Pallath & Susamma Pallath, 431 Wildrose
Avenue, Bergenfield, NJ 07621-3411, owned of record 2,585.900
shares (5.76%); and except that of the outstanding Class C shares
of Ivy New Century Fund, Merrill Lynch Pierce Fenner & Smith,
4800 Deer Lake Drive East, 3rd Floor, Jacksonville, FL 32246,
owned of record 114,395.000 shares (29.95%).
To the knowledge of the Trust, as of September 30, 1997, no
shareholder owned beneficially or of record 5% or more of any
Fund's outstanding Class I shares, except that of the outstanding
Class I shares of Ivy International Fund, The John E. Fetzer
Institute, Inc., 9292 W. KL Ave, Kalamazoo, MI 49009, owned of
record 446,603.062 shares (16.15%), Lynspen and Company, 420
North 20th Street, Birmingham, AL 35203, owned of record
324,765.135 shares (11.74%), State Street Bank TTEE FBO Allison
Engines, 200 Newport Ave, 7th Floor, North Quincy, MA 02171,
owned of record 283,870.900 shares (10.26%), Enele Co. FBO
Washington State Power Co., 1211 SW 5th Avenue, Suite 1900,
Portland, OR 97204, owned of record 226,137.319 shares (8.17%),
Vernat Company, P.O. Box 669, Rutland, VT 05702, owned of record
223,837.824 shares (8.09%), David & Co., P.O. Box 188,
Murfreesboro, TN 37133-0188, owned of record 172,479.335 shares
(6.23%), and S. Mark Taper Foundation, 12011 San Vicente Blvd.,
Suite 400, Los Angeles, CA 90049, owned of record 153,271.003
shares (5.54%).
Under Massachusetts law, the Trust's shareholders could,
under certain circumstances, be held personally liable for the
obligations of the Trust. However, the Amended and Restated
Declaration of Trust disclaims liability of the shareholders,
Trustees or officers of the Trust for acts or obligations of the
Trust, which are binding only on the assets and property of the
Trust, and requires that notice of the disclaimer be given in
each contract or obligation entered into or executed by the Trust
or its Trustees. The Amended and Restated Declaration of Trust
provides for indemnification out of Fund property for all loss
and expense of any shareholder of a Fund held personally liable
for the obligations of that Fund. The risk of a shareholder of
the Trust incurring financial loss on account of shareholder
liability is limited to circumstances in which the Trust itself
would be unable to meet its obligations and, thus, should be
considered remote. No series of the Trust is liable for the
obligations of any other series of the Trust. However, because
the Prospectus pertains to more than one Fund, it is possible
that one of the Funds to which the Prospectus pertains might
become liable for any misstatement, inaccuracy, or incomplete
disclosure in the Prospectus concerning any other Fund to which
the Prospectus pertains.
NET ASSET VALUE
The share price, or value, for the separate Classes of
shares of a Fund is called the net asset value per share. The
net asset value per share of a Fund is computed by dividing the
value of the assets of that Fund, less its liabilities, by the
number of shares of the particular Fund outstanding. For
purposes of determining the aggregate net assets of a Fund, cash
and receivables will be valued at their realizable amounts. A
security listed or traded on a recognized stock exchange or
NASDAQ is valued at its last sale price on the principal exchange
on which the security is traded. The value of a foreign security
is determined in its national currency as of the normal close of
trading on the foreign exchange on which it is traded or as of
the close of regular trading on the Exchange, if that is earlier,
and that value is then converted into its U.S. dollar equivalent
at the foreign exchange rate in effect at noon, eastern time, on
the day the value of the foreign security is determined. If no
sale is reported at that time, the average between the current
bid and asked price is used. All other securities for which OTC
market quotations are readily available are valued at the average
between the current bid and asked price. Interest will be
recorded as accrued. Securities and other assets for which
market prices are not readily available are valued at fair value
as determined by IMI and approved in good faith by the Board.
Money market instruments of the Fund are valued at amortized
cost, which approximates money market value.
A Fund's liabilities are allocated between its Classes. The
total of such liabilities allocated to a Class plus that Class's
distribution fee and any other expenses specially allocated to
that Class are then deducted from the Class's proportionate
interest in that Fund's assets, and the resulting amount for each
Class is divided by the number of shares of that Class
outstanding to produce the net asset value per share.
Portfolio securities are valued and net asset value per
share is determined as of the close of regular trading on the
Exchange (normally 4:00 p.m., eastern time), every Monday through
Friday (exclusive of national business holidays). The Trust's
offices will be closed, and net asset value will not be
calculated, on the following national business holidays: New
Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
On those days when either or both of the Funds' Custodian or the
Exchange close early as a result of such day being a partial
holiday or otherwise, the Trust reserves the right to advance the
time on that day by which purchase and redemption requests must
be received.
When a Fund writes an option, an amount equal to the premium
received by that Fund is included in that Fund's Statement of
Assets and Liabilities as an asset and as an equivalent
liability. The amount of the liability will be subsequently
marked-to-market daily to reflect the current market value of the
option written. The current market value of a written option is
the last sale on the principal exchange on which such option is
traded or, in the absence of a sale, the last offering price.
The premium paid by a Fund for the purchase of a call or a
put option will be deducted from its assets and an equal amount
will be included in the asset section of that Fund's Statement of
Assets and Liabilities as an investment and subsequently adjusted
to the current market value of the option. For example, if the
current market value of the option exceeds the premium paid, the
excess would be unrealized appreciation and, conversely, if the
premium exceeds the current market value, such excess would be
unrealized depreciation. The current market value of a purchased
option will be the last sale price on the principal exchange on
which the option is traded or, in the absence of a sale, the last
bid price. If a Fund exercises a call option which it has
purchased, the cost of the security which that Fund purchased
upon exercise will be increased by the premium originally paid.
The sale of shares of a Fund will be suspended during any
period when the determination of its net asset value is suspended
pursuant to rules or orders of the SEC and may be suspended by
the Board whenever in its judgment it is in the best interest of
the particular Fund to do so.
PORTFOLIO TURNOVER
Each Fund purchases securities that are believed to have
above average potential for capital appreciation. Common stocks
are disposed of in situations where it is believed that potential
for such appreciation has lessened or that other common stocks
have a greater potential. Therefore, a Fund may purchase and
sell securities without regard to the length of time the security
is to be, or has been, held. A change in securities held by a
Fund is known as "portfolio turnover" and may involve the payment
by that Fund of dealer markup or underwriting commission and
other transaction costs on the sale of securities, as well as on
the reinvestment of the proceeds in other securities. A Fund's
portfolio turnover rate is calculated by dividing the lesser of
purchases or sales of portfolio securities for the most recently
completed fiscal year by the monthly average of the value of the
portfolio securities owned by the Fund during that year. For
purposes of determining a Fund's portfolio turnover rate, all
securities whose maturities at the time of acquisition were one
year or less are excluded. The annual portfolio turnover rates
for the Funds are provided in the Prospectus under "The Funds'
Financial Highlights."
REDEMPTIONS
Shares of each Fund are redeemed at their net asset value
next determined after a proper redemption request has been
received by IMSC.
Unless a shareholder requests that the proceeds of any
redemption be wired to his or her bank account, payment for
shares tendered for redemption is made by check within seven days
after tender in proper form, except that the Trust reserves the
right to suspend the right of redemption or to postpone the date
of payment upon redemption beyond seven days, (i) for any period
during which the Exchange is closed (other than customary weekend
and holiday closings) or during which trading on the Exchange is
restricted, (ii) for any period during which an emergency exists
as determined by the SEC as a result of which disposal of
securities owned by a Fund is not reasonably practicable or it is
not reasonably practicable for the Fund to fairly determine the
value of its net assets, or (iii) for such other periods as the
SEC may by order permit for the protection of shareholders of a
Fund.
Under unusual circumstances, when the Board deems it in the
best interest of a Fund's shareholders, the Fund may make payment
for shares repurchased or redeemed in whole or in part in
securities of that Fund taken at current values. If any such
redemption in kind is to be made, each Fund intends to make an
election pursuant to Rule 18f-1 under the 1940 Act. This will
require the particular Fund to redeem with cash at a
shareholder's election in any case where the redemption involves
less than $250,000 (or 1% of that Fund's net asset value at the
beginning of each 90-day period during which such redemptions are
in effect, if that amount is less than $250,000). Should payment
be made in securities, the redeeming shareholder may incur
brokerage costs in converting such securities to cash.
The Trust may redeem those Advisor Class accounts of
shareholders who have maintained an investment of less than
$10,000 in a Fund for a period of more than 12 months. All
Advisor Class accounts below that minimum will be redeemed
simultaneously when MIMI deems it advisable. The $10,000 balance
will be determined by actual dollar amounts invested by the
shareholder, unaffected by market fluctuations. The Trust will
notify any such shareholder by certified mail of its intention to
redeem such account, and the shareholder shall have 60 days from
the date of such letter to invest such additional sums as shall
raise the value of such account above that minimum. Should the
shareholder fail to forward such sum within 60 days of the date
of the Trust's letter of notification, the Trust will redeem the
shares held in such account and transmit the redemption in value
thereof to the shareholder. However, those shareholders who are
investing pursuant to the Automatic Investment Method will not be
redeemed automatically unless they have ceased making payments
pursuant to the plan for a period of at least six consecutive
months, and these shareholders will be given six-months' notice
by the Trust before such redemption. Shareholders in a qualified
retirement, pension or profit sharing plan who wish to avoid tax
consequences must "rollover" any sum so redeemed into another
qualified plan within 60 days. The Trustees of the Trust may
change the minimum account size.
If a shareholder has given authorization for telephonic
redemption privilege, shares can be redeemed and proceeds sent by
Federal wire to a single previously designated bank account.
Delivery of the proceeds of a wire redemption request of $250,000
or more may be delayed by a Fund for up to seven days if deemed
appropriate under then-current market conditions. The Trust
reserves the right to change this minimum or to terminate the
telephonic redemption privilege without prior notice. The Trust
cannot be responsible for the efficiency of the Federal wire
system of the shareholder's dealer of record or bank. The
shareholder is responsible for any charges by the shareholder's
bank.
Each Fund employs reasonable procedures that require
personal identification prior to acting on redemption or exchange
instructions communicated by telephone to confirm that such
instructions are genuine. In the absence of such instructions, a
Fund may be liable for any losses due to unauthorized or
fraudulent telephone instructions.
TAXATION
The following is a general discussion of certain tax rules
thought to be applicable with respect to the Funds. It is merely
a summary and is not an exhaustive discussion of all possible
situations or of all potentially applicable taxes. Accordingly,
shareholders and prospective shareholders should consult a
competent tax advisor about the tax consequences to them of
investing in the Funds.
Each Fund intends to be taxed as a regulated investment
company under Subchapter M of the Code. Accordingly, each Fund
must, among other things, (a) derive in each taxable year at
least 90% of its gross income from dividends, interest, payments
with respect to certain securities loans, and gains from the sale
or other disposition of stock, securities or foreign currencies,
or other income derived with respect to its business of investing
in such stock, securities or currencies; (b) for taxable years
beginning before 1998, derive in each taxable year less than 30%
of its gross income from the sale or other disposition of certain
assets held less than three months, namely: (i) stock or
securities; (ii) options, futures, or forward contracts (other
than those on foreign currencies); or (iii) foreign currencies
(or options, futures, or forward contracts on foreign currencies)
that are not directly related to the particular Fund's principal
business of investing in stock or securities (or options and
futures with respect to stock or securities) (the "30%
Limitation"); and (c) diversify its holdings so that, at the end
of each fiscal quarter, (i) at least 50% of the market value of
the particular Fund's assets is represented by cash, U.S.
Government securities, the securities of other regulated
investment companies and other securities, with such other
securities limited, in respect of any one issuer, to an amount
not greater than 5% of the value of the particular Fund's total
assets and 10% of the outstanding voting securities of such
issuer, and (ii) not more than 25% of the value of its total
assets is invested in the securities of any one issuer (other
than U.S. Government securities and the securities of other
regulated investment companies).
As a regulated investment company, each Fund generally will
not be subject to U.S. Federal income tax on its income and gains
that it distributes to shareholders, if at least 90% of its
investment company taxable income (which includes, among other
items, dividends, interest and the excess of any short-term
capital gains over long-term capital losses) for the taxable year
is distributed. Each Fund intends to distribute all such income.
Amounts not distributed on a timely basis in accordance with
a calendar year distribution requirement are subject to a
nondeductible 4% excise tax at the Fund level. To avoid the tax,
each Fund must distribute during each calendar year, (1) at least
98% of its ordinary income (not taking into account any capital
gains or losses) for the calendar year, (2) at least 98% of its
capital gains in excess of its capital losses (adjusted for
certain ordinary losses) for a one-year period generally ending
on October 31 of the calendar year, and (3) all ordinary income
and capital gains for previous years that were not distributed
during such years. To avoid application of the excise tax, each
Fund intends to make distributions in accordance with the
calendar year distribution requirements. A distribution will be
treated as paid on December 31 of the current calendar year if it
is declared by the particular Fund in October, November or
December of the year with a record date in such a month and paid
by that Fund during January of the following year. Such
distributions will be taxable to shareholders in the calendar
year the distributions are declared, rather than the calendar
year in which the distributions are received.
OPTIONS, FUTURES AND FOREIGN CURRENCY FORWARD CONTRACTS
The taxation of equity options and OTC options on debt
securities is governed by Code section 1234. Pursuant to Code
section 1234, the premium received by a Fund for selling a put or
call option is not included in income at the time of receipt. If
the option expires, the premium is short-term capital gain to the
Fund. If the Fund enters into a closing transaction, the
difference between the amount paid to close out its position and
the premium received is short-term capital gain or loss. If a
call option written by a Fund is exercised, thereby requiring the
Fund to sell the underlying security, the premium will increase
the amount realized upon the sale of such security and any
resulting gain or loss will be a capital gain or loss, and will
be long-term or short-term depending upon the holding period of
the security. With respect to a put or call option that is
purchased by a Fund, if the option is sold, any resulting gain or
loss will be a capital gain or loss, and will be long-term or
short-term, depending upon the holding period of the option. If
the option expires, the resulting loss is a capital loss and is
long-term or short-term, depending upon the holding period of the
option. If the option is exercised, the cost of the option, in
the case of a call option, is added to the basis of the purchased
security and, in the case of a put option, reduces the amount
realized on the underlying security in determining gain or loss.
Some of the options, futures and foreign currency forward
contracts in which a Fund may invest may be "section 1256
contracts." Gains (or losses) on these contracts generally are
considered to be 60% long-term and 40% short-term capital gains
or losses; however, as described below, foreign currency gains or
losses arising from certain section 1256 contracts are ordinary
in character. Also, section 1256 contracts held by a Fund at the
end of each taxable year (and on certain other dates prescribed
in the Code) are "marked-to-market" with the result that
unrealized gains or losses are treated as though they were
realized.
The transactions in options, futures and forward contracts
undertaken by a Fund may result in "straddles" for Federal income
tax purposes. The straddle rules may affect the character of
gains or losses realized by a Fund. In addition, losses realized
by a Fund on positions that are part of a straddle may be
deferred under the straddle rules, rather than being taken into
account in calculating the taxable income for the taxable year in
which such losses are realized. Because only a few regulations
implementing the straddle rules have been promulgated, the
consequences of such transactions to a Fund are not entirely
clear. The straddle rules may increase the amount of short-term
capital gain realized by a Fund, which is taxed as ordinary
income when distributed to shareholders.
A Fund may make one or more of the elections available under
the Code which are applicable to straddles. If a Fund makes any
of the elections, the amount, character and timing of the
recognition of gains or losses from the affected straddle
positions will be determined under rules that vary according to
the election(s) made. The rules applicable under certain of the
elections may operate to accelerate the recognition of gains or
losses from the affected straddle positions.
Because application of the straddle rules may affect the
character of gains or losses, defer losses and/or accelerate the
recognition of gains or losses from the affected straddle
positions, the amount which must be distributed to shareholders
as ordinary income or long-term capital gain may be increased or
decreased substantially as compared to a fund that did not engage
in such transactions.
Notwithstanding any of the foregoing, a Fund may recognize
gain (but not loss) from a constructive sale of certain
"appreciated financial positions" if the Fund enters into a short
sale, offsetting notional principal contract, futures or forward
contract transaction with respect to the appreciated position or
substantially identical property. Appreciated financial
positions subject to this constructive sale treatment are
interests (including options, futures and forward contracts and
short sales) in stock, partnership interests, certain actively
traded trust instruments and certain debt instruments.
Constructive sale treatment of appreciated financial positions
does not apply to certain transactions closed in the 90-day
period ending with the 30th day after the close of a Fund's
taxable year, if certain conditions are met.
The 30% Limitation and the diversification requirements
applicable to a Fund's assets may limit the extent to which a
Fund will be able to engage in transactions in options, futures
and forward contracts.
CURRENCY FLUCTUATIONS -- "SECTION 988" GAINS OR LOSSES
Gains or losses attributable to fluctuations in exchange
rates which occur between the time a Fund accrues receivables or
liabilities denominated in a foreign currency and the time the
Fund actually collects such receivables or pays such liabilities
generally are treated as ordinary income or ordinary loss.
Similarly, on disposition of some investments, including debt
securities denominated in a foreign currency and certain options,
futures and forward contracts, gains or losses attributable to
fluctuations in the value of the foreign currency between the
date of acquisition of the security or contract and the date of
disposition also are treated as ordinary gain or loss. These
gains and losses, referred to under the Code as "section 988"
gains or losses, increase or decrease the amount of a Fund's
investment company taxable income available to be distributed to
its shareholders as ordinary income.
INVESTMENT IN PASSIVE FOREIGN INVESTMENT COMPANIES
A Fund may invest in shares of foreign corporations which
may be classified under the Code as passive foreign investment
companies ("PFICs"). In general, a foreign corporation is
classified as a PFIC if at least one-half of its assets
constitute investment-type assets, or 75% or more of its gross
income is investment-type income. If a Fund receives a so-called
"excess distribution" with respect to PFIC stock, the Fund itself
may be subject to a tax on a portion of the excess distribution,
whether or not the corresponding income is distributed by the
Fund to shareholders. In general, under the PFIC rules, an
excess distribution is treated as having been realized ratably
over the period during which a Fund held the PFIC shares. A Fund
itself will be subject to tax on the portion, if any, of an
excess distribution that is so allocated to prior Fund taxable
years and an interest factor will be added to the tax, as if the
tax had been payable in such prior taxable years. Certain
distributions from a PFIC as well as gain from the sale of PFIC
shares are treated as excess distributions. Excess distributions
are characterized as ordinary income even though, absent
application of the PFIC rules, certain excess distributions might
have been classified as capital gain.
A Fund may be eligible to elect alternative tax treatment
with respect to PFIC shares. A Fund may elect to mark to market
its PFIC shares, resulting in the shares being treated as sold at
fair market value on the last business day of each taxable year.
Any resulting gain would be reported as ordinary income; any
resulting loss and any loss from an actual disposition of the
shares would be reported as ordinary loss to the extent of any
net gains reported in prior years. Under another election that
currently is available in some circumstances, a Fund generally
would be required to include in its gross income its share of the
earnings of a PFIC on a current basis, regardless of whether
distributions are received from the PFIC in a given year.
DEBT SECURITIES ACQUIRED AT A DISCOUNT
Some of the debt securities (with a fixed maturity date of
more than one year from the date of issuance) that may be
acquired by a Fund may be treated as debt securities that are
issued originally at a discount. Generally, the amount of the
original issue discount ("OID") is treated as interest income and
is included in income over the term of the debt security, even
though payment of that amount is not received until a later time,
usually when the debt security matures.
If a Fund invests in certain high yield original issue
discount obligations issued by corporations, a portion of the
original issue discount accruing on the obligation may be
eligible for the deduction for dividends received by
corporations. In such event, dividends of investment company
taxable income received from the Fund by its corporate
shareholders, to the extent attributable to such portion of
accrued original issue discount, may be eligible for this
deduction for dividends received by corporations if so designated
by the Fund in a written notice to shareholders.
Some of the debt securities (with a fixed maturity date of
more than one year from the date of issuance) that may be
acquired by a Fund in the secondary market may be treated as
having market discount. Generally, gain recognized on the
disposition of, and any partial payment of principal on, a debt
security having market discount is treated as ordinary income to
the extent the gain, or principal payment, does not exceed the
"accrued market discount" on such debt security. In addition,
the deduction of any interest expenses attributable to debt
securities having market discount may be deferred. Market
discount generally accrues in equal daily installments. A Fund
may make one or more of the elections applicable to debt
securities having market discount, which could affect the
character and timing of recognition of income.
Some debt securities (with a fixed maturity date of one year
or less from the date of issuance) that may be acquired by a Fund
may be treated as having acquisition discount, or OID in the case
of certain types of debt securities. Generally, a Fund will be
required to include the acquisition discount, or OID, in income
over the term of the debt security, even though payment of that
amount is not received until a later time, usually when the debt
security matures. A Fund may make one or more of the elections
applicable to debt securities having acquisition discount, or
OID, which could affect the character and timing of recognition
of income.
A Fund generally will be required to distribute dividends to
shareholders representing discount on debt securities that is
currently includible in income, even though cash representing
such income may not have been received by a Fund. Cash to pay
such dividends may be obtained from sales proceeds of securities
held by a Fund.
DISTRIBUTIONS
Distributions of investment company taxable income are
taxable to a U.S. shareholder as ordinary income, whether paid in
cash or shares. Dividends paid by a Fund to a corporate
shareholder, to the extent such dividends are attributable to
dividends received from U.S. corporations by the Fund, may
qualify for the dividends received deduction. However, the
revised alternative minimum tax applicable to corporations may
reduce the value of the dividends received deduction.
Distributions of net capital gains (the excess of net long-term
capital gains over net short-term capital losses), if any,
designated by a Fund as capital gain dividends, are taxable as
long-term capital gains, whether paid in cash or in shares,
regardless of how long the shareholder has held a Fund's shares
and are not eligible for the dividends received deduction.
Shareholders receiving distributions in the form of newly issued
shares will have a cost basis in each share received equal to the
net asset value of a share of a Fund on the distribution date. A
distribution of an amount in excess of a Fund's current and
accumulated earnings and profits will be treated by a shareholder
as a return of capital which is applied against and reduces the
shareholder's basis in his or her shares. To the extent that the
amount of any such distribution exceeds the shareholder's basis
in his or her shares, the excess will be treated by the
shareholder as gain from a sale or exchange of the shares.
Shareholders will be notified annually as to the U.S. Federal tax
status of distributions and shareholders receiving distributions
in the form of newly issued shares will receive a report as to
the net asset value of the shares received.
If the net asset value of shares is reduced below a
shareholder's cost as a result of a distribution by a Fund, such
distribution generally will be taxable even though it represents
a return of invested capital. Shareholders should be careful to
consider the tax implications of buying shares just prior to a
distribution. The price of shares purchased at this time may
reflect the amount of the forthcoming distribution. Those
purchasing just prior to a distribution will receive a
distribution which generally will be taxable to them.
DISPOSITION OF SHARES
Upon a redemption, sale or exchange of his or her shares, a
shareholder will realize a taxable gain or loss depending upon
his or her basis in the shares. Such gain or loss will be
treated as capital gain or loss if the shares are capital assets
in the shareholder's hands and, if so, may be eligible for
reduced federal tax rates, depending upon the shareholder's
holding period for the shares. Any loss realized on a redemption
sale or exchange will be disallowed to the extent the shares
disposed of are replaced (including through reinvestment of
dividends) within a period of 61 days beginning 30 days before
and ending 30 days after the shares are disposed of. In such a
case, the basis of the shares acquired will be adjusted to
reflect the disallowed loss. Any loss realized by a shareholder
on the sale of Fund shares held by the shareholder for six-months
or less will be treated for tax purposes as a long-term capital
loss to the extent of any distributions of capital gain dividends
received or treated as having been received by the shareholder
with respect to such shares.
In some cases, shareholders will not be permitted to take
all or portion of their sales loads into account for purposes of
determining the amount of gain or loss realized on the
disposition of their shares. This prohibition generally applies
where (1) the shareholder incurs a sales load in acquiring the
shares of a Fund, (2) the shares are disposed of before the 91st
day after the date on which they were acquired, and (3) the
shareholder subsequently acquires shares in a Fund or another
regulated investment company and the otherwise applicable sales
charge is reduced under a "reinvestment right" received upon the
initial purchase of Fund shares. The term "reinvestment right"
means any right to acquire shares of one or more regulated
investment companies without the payment of a sales load or with
the payment of a reduced sales charge. Sales charges affected by
this rule are treated as if they were incurred with respect to
the shares acquired under the reinvestment right. This provision
may be applied to successive acquisitions of fund shares.
FOREIGN WITHHOLDING TAXES
Income received by a Fund from sources within a foreign
country may be subject to withholding and other taxes imposed by
that country.
If more than 50% of the value of a Fund's total assets at
the close of its taxable year consists of securities of foreign
corporations, the Fund will be eligible and may elect to "pass-
through" to that Fund's shareholders the amount of foreign income
and similar taxes paid by that Fund. Pursuant to this election,
a shareholder will be required to include in gross income (in
addition to taxable dividends actually received) his or her pro
rata share of the foreign income and similar taxes paid by a
Fund, and will be entitled either to deduct his or her pro rata
share of foreign income and similar taxes in computing his or her
taxable income or to use it as a foreign tax credit against his
or her U.S. Federal income taxes, subject to limitations. No
deduction for foreign taxes may be claimed by a shareholder who
does not itemize deductions. Foreign taxes generally may not be
deducted by a shareholder that is an individual in computing the
alternative minimum tax. Each shareholder will be notified
within 60 days after the close of a Fund's taxable year whether
the foreign taxes paid by the Fund will "pass-through" for that
year and, if so, such notification will designate (1) the
shareholder's portion of the foreign taxes paid to each such
country and (2) the portion of the dividend which represents
income derived from sources within each such country.
Generally, except in the case of certain electing individual
taxpayers who have limited creditable foreign taxes and no
foreign source income other than passive investment-type income,
a credit for foreign taxes is subject to the limitation that it
may not exceed the shareholder's U.S. tax attributable to his or
her total foreign source taxable income. For this purpose, if a
Fund makes the election described in the preceding paragraph, the
source of that Fund's income flows through to its shareholders.
With respect to a Fund, gains from the sale of securities
generally will be treated as derived from U.S. sources and
section 988 gains will be treated as ordinary income derived from
U.S. sources. The limitation on the foreign tax credit is
applied separately to foreign source passive income, including
foreign source passive income received from a Fund. In addition,
the foreign tax credit may offset only 90% of the revised
alternative minimum tax imposed on corporations and individuals.
Furthermore, the foreign tax credit is eliminated with respect to
foreign taxes withheld on dividends if the dividend-paying shares
of the shares of the Fund are held by the Fund or the
shareholder, as the case may be, for less than 16 days (46 days
in the case of preferred shares) during the 30-day period (90-day
period for preferred shares) beginning 15 days (45 days for
preferred shares) before the shares become ex-dividend.
The foregoing is only a general description of the foreign
tax credit under current law. Because application of the credit
depends on the particular circumstances of each shareholder,
shareholders are advised to consult their own tax advisers.
BACKUP WITHHOLDING
Each Fund will be required to report to the Internal Revenue
Service ("IRS") all taxable distributions as well as gross
proceeds from the redemption of the particular Fund's shares,
except in the case of certain exempt shareholders. All such
distributions and proceeds will be subject to withholding of
Federal income tax at a rate of 31% ("backup withholding") in the
case of non-exempt shareholders if (1) the shareholder fails to
furnish a Fund with and to certify the shareholder's correct
taxpayer identification number or social security number, (2) the
IRS notifies the shareholder or the particular Fund that the
shareholder has failed to report properly certain interest and
dividend income to the IRS and to respond to notices to that
effect, or (3) when required to do so, the shareholder fails to
certify that he or she is not subject to backup withholding. If
the withholding provisions are applicable, any such distributions
or proceeds, whether reinvested in additional shares or taken in
cash, will be reduced by the amounts required to be withheld.
Distributions may also be subject to additional state, local
and foreign taxes depending on each shareholder's particular
situation. Non-U.S. shareholders may be subject to U.S. tax
rules that differ significantly from those summarized above.
This discussion does not purport to deal with all of the tax
consequences applicable to a Fund or shareholders. Shareholders
are advised to consult their own tax advisers with respect to the
particular tax consequences to them of an investment in a Fund.
PERFORMANCE INFORMATION
Comparisons of a Fund's performance may be made with respect
to various unmanaged indices (including the TSE 300, S&P 100, S&P
500, Dow Jones Industrial Average and Major Market Index) which
assume reinvestment of dividends, but do not reflect deductions
for administrative and management costs. A Fund also may be
compared to Lipper's Analytical Reports, reports produced by a
widely used independent research firm that ranks mutual funds by
overall performance, investment objectives and assets, or to
Wiesenberger Reports. Lipper Analytical Services does not
include sales charges in computing performance. Further
information on comparisons is contained in the Prospectus.
Performance rankings will be based on historical information and
are not intended to indicate future performance.
In addition, the Trust may, from time to time, include the
average annual total return and the cumulative total return of
shares of a Fund in advertisements, promotional literature or
reports to shareholders or prospective investors.
AVERAGE ANNUAL TOTAL RETURN. Quotations of standardized
average annual total return ("Standardized Return") for a
specific Class of shares of a Fund will be expressed in terms of
the average annual compounded rate of return that would cause a
hypothetical investment in that Class of a Fund made on the first
day of a designated period to equal the ending redeemable value
("ERV") of such hypothetical investment on the last day of the
designated period, according to the following formula:
P(1 + T){superscript n} = ERV
Where: P = a hypothetical initial payment of $1,000 to
purchase shares of a specific Class
T = the average annual total return of shares of
that Class
n = the number of years
ERV = the ending redeemable value of a hypothetical
$1,000 payment made at the beginning of the
period.
For purposes of the above computation for a Fund, it is
assumed that all dividends and capital gains distributions made
by a Fund are reinvested at net asset value in additional Advisor
Class shares during the designated period. Standardized Return
quotations for the Funds do not take into account any required
payments for federal or state income taxes. Standardized Return
quotations are determined to the nearest 1/100 of 1%.
A Fund may, from time to time, include in advertisements,
promotional literature or reports to shareholders or prospective
investors total return data that are not calculated according to
the formula set forth above ("Non-Standardized Return").
CUMULATIVE TOTAL RETURN. Cumulative total return is the
cumulative rate of return on a hypothetical initial investment of
$1,000 in a specific Class of shares of a Fund for a specified
period. Cumulative total return quotations reflect changes in
the price of a Fund's shares and assume that all dividends and
capital gains distributions during the period were reinvested in
the Fund shares. Cumulative total return is calculated by
computing the cumulative rates of return of a hypothetical
investment in a specific Class of shares of a Fund over such
periods, according to the following formula (cumulative total
return is then expressed as a percentage):
C = (ERV/P) - 1
Where: C = cumulative total return
P = a hypothetical initial investment of $1,000
to purchase shares of a specific Class
ERV = ending redeemable value: ERV is the value,
at the end of the applicable period, of a
hypothetical $1,000 investment made at the
beginning of the applicable period.
OTHER QUOTATIONS, COMPARISONS AND GENERAL INFORMATION. The
foregoing computation methods are prescribed for advertising and
other communications subject to SEC Rule 482. Communications not
subject to this rule may contain a number of different measures
of performance, computation methods and assumptions, including
but not limited to: historical total returns; results of actual
or hypothetical investments; changes in dividends, distributions
or share values; or any graphic illustration of such data. These
data may cover any period of the Trust's existence and may or may
not include the impact of sales charges, taxes or other factors.
Performance quotations for a Fund will vary from time to
time depending on market conditions, the composition of the
Fund's portfolio and operating expenses of that Fund. These
factors and possible differences in the methods used in
calculating performance quotations should be considered when
comparing performance information regarding a Fund's shares with
information published for other investment companies and other
investment vehicles. Performance quotations should also be
considered relative to changes in the value of a Fund's shares
and the risks associated with a Fund's investment objectives and
policies. At any time in the future, performance quotations may
be higher or lower than past performance quotations and there can
be no assurance that any historical performance quotation will
continue in the future.
The Funds may also cite endorsements or use for comparison
their performance rankings and listings reported in such
newspapers or business or consumer publications as, among others:
AAII Journal, Barron's, Boston Business Journal, Boston Globe,
Boston Herald, Business Week, Consumer's Digest, Consumer Guide
Publications, Changing Times, Financial Planning, Financial
World, Forbes, Fortune, Growth Fund Guide, Houston Post,
Institutional Investor, International Fund Monitor, Investor's
Daily, Los Angeles Times, Medical Economics, Miami Herald, Money
Mutual Fund Forecaster, Mutual Fund Letter, Mutual Fund Source
Book, Mutual Fund Values, National Underwriter, Nelson's
Directory of Investment Managers, New York Times, Newsweek, No
Load Fund Investor, No Load Fund* X, Oakland Tribune, Pension
World, Pensions and Investment Age, Personal Investor, Rugg and
Steele, Time, U.S. News and World Report, USA Today, The Wall
Street Journal, and Washington Post.
FINANCIAL STATEMENTS
The following financial information is incorporated by
reference into this SAI: (1) each Fund's Portfolio of
Investments as of December 31, 1996, Statement of Assets and
Liabilities as of December 31, 1996, Statement of Operations for
the fiscal year ended December 31, 1996 (for the period from July
22, 1996 (commencement of operations) to December 31, 1996 for
Ivy Global Science & Technology Fund), Statement of Changes in
Net Assets for the fiscal years ended December 31, 1996 and
December 31, 1995 (for the period from July 22, 1996
(commencement of operations) to December 31, 1996 for Ivy Global
Science & Technology Fund), Financial Highlights, Notes to
Financial Statements, and Report of Independent Accountants,
which are included in the Fund's December 31, 1996 Annual Report
to shareholders; (2) each Fund's Portfolio of Investments as of
June 30, 1997, Statement of Assets and Liabilities as of June 30,
1997, Statement of Operations for the six months ended June 30,
1997 (for the period from May 13, 1997 (commencement of
operations) through June 30, 1997 for both Ivy International Fund
II and Ivy Pan-Europe Fund), Financial Highlights and Notes to
Financial Statements, which are included in the Fund's June 30,
1997 Semi-Annual Reports to shareholders; (3) the Statement of
Assets and Liabilities for each of Ivy Asia Pacific Fund, Ivy
Global Natural Resources Fund and Ivy International Small
Companies Fund as of December 10, 1996 (and the Notes thereto);
(4) the Statement of Assets and Liabilities for each of Ivy
International Fund II and Ivy Pan-Europe Fund as of April 28,
1997 (and the Notes thereto); and (5) the Statements of Assets
and Liabilities as of September 30, 1997, the Statements of
Operations for the Period from May 13, 1997 (commencement of
operations) to September 30, 1997, the Statements of Changes in
Net Assets for the Period from May 13, 1997 (commencement of
operations) to September 30, 1997 for each of Ivy International
Fund II and Ivy Pan-Europe Fund (and the Notes thereto).
APPENDIX A
DESCRIPTION OF STANDARD & POOR'S CORPORATION ("S&P") AND
MOODY'S INVESTORS SERVICE, INC. ("MOODY'S") CORPORATE BOND AND
COMMERCIAL PAPER RATINGS
[From "Moody's Bond Record," November 1994 Issue (Moody's
Investors Service, New York, 1994), and "Standard & Poor's
Municipal Ratings Handbook," October 1994 Issue (McGraw Hill, New
York, 1994).]
MOODY'S:
(a) CORPORATE BONDS. Bonds rated Aaa by Moody's are judged
by Moody's to be of the best quality, carrying the smallest
degree of investment risk. Interest payments are protected by a
large or exceptionally stable margin and principal is secure.
Bonds rated Aa are judged by Moody's to be of high quality by all
standards. Aa bonds are rated lower than Aaa bonds because
margins of protection may not be as large as those of Aaa bonds,
or fluctuations of protective elements may be of greater
amplitude, or there may be other elements present which make the
long-term risks appear somewhat larger than those applicable to
Aaa securities. Bonds which are rated A by Moody's possess many
favorable investment attributes and are considered as upper
medium-grade obligations. Factors giving security to principal
and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the
future.
Bonds rated Baa by Moody's are considered medium-grade
obligations, i.e., they are neither highly protected nor poorly
secured. Interest payments and principal security appear
adequate for the present, but certain protective elements may be
lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as
well. Bonds which are rated Ba are judged to have speculative
elements; their future cannot be considered well-assured. Often
the protection of interest and principal payments may be very
moderate and thereby not well safeguarded during both good and
bad times over the future. Uncertainty of position characterizes
bonds in this class. Bonds which are rated B generally lack
characteristics of the desirable investment. Assurance of
interest and principal payments of or maintenance of other terms
of the contract over any long period of time may be small.
Bonds which are rated Caa are of poor standing. Such
issues may be in default or there may be present elements of
danger with respect to principal or interest. Bonds which are
rated Ca represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked
shortcomings. Bonds which are rated C are the lowest rated class
of bonds and issues so rated can be regarded as having extremely
poor prospects of ever attaining any real investment standing.
(b) COMMERCIAL PAPER. The Prime rating is the highest
commercial paper rating assigned by Moody's. Among the factors
considered by Moody's in assigning ratings are the following:
(1) evaluation of the management of the issuer; (2) economic
evaluation of the issuer's industry or industries and an
appraisal of speculative-type risks which may be inherent in
certain areas; (3) evaluation of the issuer's products in
relation to competition and customer acceptance; (4) liquidity;
(5) amount and quality of long-term debt; (6) trend of earnings
over a period of ten years; (7) financial strength of a parent
company and the relationships which exist with the issuer; and
(8) recognition by management of obligations which may be present
or may arise as a result of public interest questions and
preparations to meet such obligations. Issuers within this Prime
category may be given ratings 1, 2 or 3, depending on the
relative strengths of these factors. The designation of Prime-1
indicates the highest quality repayment capacity of the rated
issue.
S&P:
(a) CORPORATE BONDS. An S&P corporate debt rating is a
current assessment of the creditworthiness of an obligor with
respect to a specific obligation. The ratings are based on
current information furnished by the issuer or obtained by S&P
from other sources it considers reliable. The ratings described
below may be modified by the addition of a plus or minus sign to
show relative standing within the major rating categories.
Debt rated AAA by S&P is considered by S&P to be the highest
grade obligation. Capacity to pay interest and repay principal
is extremely strong. Debt rated AA is judged by S&P to have a
very strong capacity to pay interest and repay principal and
differs from the highest rated issues only in small degree. Debt
rated A by S&P has a strong capacity to pay interest and repay
principal, although it is somewhat more susceptible to the
adverse effects of changes in circumstances and economic
conditions than debt in higher rated categories.
Debt rated BBB by S&P is regarded by S&P as having an
adequate capacity to pay interest and repay principal. Although
such bonds normally exhibit adequate protection parameters,
adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay
principal than debt in higher rated categories.
Debt rated BB, B, CCC, CC and C is regarded as having
predominately speculative characteristics with respect to
capacity to pay interest and repay principal. BB indicates the
least degree of speculation and C the highest. While such debt
will likely have some quality and protective characteristics,
these are outweighed by large uncertainties or exposures to
adverse conditions. Debt rated BB has less near-term
vulnerability to default than other speculative issues. However,
it faces major ongoing uncertainties or exposure to adverse
business, financial or economic conditions which could lead to
inadequate capacity to meet timely interest and principal
payments. The BB rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied
BBB- rating. Debt rated B has a greater vulnerability to default
but currently has the capacity to meet interest payments and
principal repayments. Adverse business, financial, or economic
conditions will likely impair capacity or willingness to pay
interest and repay principal. The B rating category is also used
for debt subordinated to senior debt that is assigned an actual
or implied BB or BB- rating. Debt rated CCC has a currently
identifiable vulnerability to default, and is dependent upon
favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the
event of adverse business, financial or economic conditions, it
is not likely to have the capacity to pay interest and repay
principal. The CCC rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied
B or B- rating. The rating CC typically is applied to debt
subordinated to senior debt which is assigned an actual or
implied CCC debt rating. The rating C typically is applied to
debt subordinated to senior debt which is assigned an actual or
implied CCC- debt rating. The C rating may be used to cover a
situation where a bankruptcy petition has been filed, but debt
service payments are continued.
(b) COMMERCIAL PAPER. An S&P commercial paper rating is a
current assessment of the likelihood of timely payment of debt
having an original maturity of no more than 365 days.
Commercial paper rated A by S&P has the following
characteristics: (i) liquidity ratios are adequate to meet cash
requirements; (ii) long-term senior debt rating should be A or
better, although in some cases BBB credits may be allowed if
other factors outweigh the BBB; (iii) the issuer should have
access to at least one additional channel of borrowing; (iv)
basic earnings and cash flow should have an upward trend with
allowances made for unusual circumstances; and (v) typically the
issuer's industry should be well established and the issuer
should have a strong position within its industry and the
reliability and quality of management should be unquestioned.
Issues rated A are further referred to by use of numbers 1, 2 and
3 to denote relative strength within this highest classification.
For example, the A-1 designation indicates that the degree of
safety regarding timely payment of debt is strong.
Issues rated B are regarded as having only speculative
capacity for timely payment. The C rating is assigned to short-
term debt obligations with a doubtful capacity for payment.
APPENDIX B
SELECTED ECONOMIC AND MARKET DATA FOR
ASIA PACIFIC AND CHINA REGION COUNTRIES
The information set forth in this Appendix has been
extracted from various government and private publications. Ivy
China Region Fund and the Trust's Board of Trustees make no
representation as to the accuracy of such information, nor has
the Fund or the Trust's Board of Trustees attempted to verify it.
The China Region, one of the fastest growing areas of the
world, is diverse, dynamic and evolving. In terms of population,
this region is almost six times the size of the United States.
Countries in this region are at various stages of economic
development. Hong Kong and Singapore are at a more advanced stage
of economic growth while countries such as Indonesia and China
are at the early stages of economic development. GDP per capita
data presented below illustrates this point. The following table
shows the GDP, population and per capita GDP of the China Region
countries and, for comparison purposes, the United States.
1996
GDP ($US POPULATION PER CAPITA
BILLIONS) (MILLIONS) GDP ($US)
--------- --------- ---------
Hong Kong 144.1 5.7 25,281
Korea 455.6 43.4 10,498
Singapore 81.5 2.7 30,185
Taiwan 237.7 20.6 11,539
Thailand 166.5 54.5 30,055
Malaysia 84.1 17.6 4,778
Indonesia 170.7 179.4 952
Philippines 74.1 60.6 1,223
China 672.4 1,160.04 580
China Region 2,086.7 1,544.54 1,351
USA 7,080.0 248.7 28,468
Source: International Marketing Data and Statistics, 21st Ed.
(Euromonitor 1997).
Total GDP for the China Region was about $2.1 billion in
1995, approximately twenty nine percent of the GDP of the United
States. Year over year growth in GDP for the China Region is
significant, averaging 14.13% for the five-year period 1991-1995
compared with only 5.10% for the United States for the same
period. The following tables show the annual change in GDP and
inflation, as measured by the Consumer Price Indexes (CPI), in
1991-1995 and the average for the five-year period 1991-1995.
CHANGE IN GROSS DOMESTIC PRODUCT
AVERAGE
1991 1992 1993 1994 1995 1991-95
----- ----- ----- ----- ------ -------
Hong Kong 14.76% 16.58% 15.17% 13.55% 9.33% 13.88%
Korea 20.16% 11.43% 11.13% 14.17% 15.18% 14.41%
Singapore 11.88% 7.12% 14.52% 14.04% 9.63% 11.44%
Taiwan 11.69% 10.95% 10.06% 3.14% 3.91% 7.95%
Thailand 14.97% 12.47% 11.89% 13.60% 15.21% 13.63%
Malaysia 11.85% 14.07% 10.32% 13.68% 13.83% 12.75%
Indonesia 16.29% 14.26% 26.89% 14.99% 1.01% 14.69%
Philippines 15.86% 8.30% 9.13% 14.84% 12.48% 12.12%
China 14.20% 18.97% 30.64% 39.58% 28.29% 26.34%
United States 3.63% 5.19% 5.37% 6.23% 5.07% 5.10%
Sources: International Marketing Data and Statistics, 21ST Ed.
(Euromonitor 1997).
CHANGE IN CONSUMER PRICE INDEXES
AVERAGE
1991 1992 1993 1994 1995 1991-95
----- ----- ----- ----- ----- -------
Hong Kong 11.6% 9.3% 8.6% 8.1% 8.7% 9.26%
Korea 9.7% 6.2% 4.8% 6.3% 4.5% 6.30%
Singapore 3.5% 2.3% 2.4% 3.0% 1.7% 2.58%
Taiwan 3.6% 4.5% 2.9% 4.5% 3.7% 3.84%
Thailand 5.7% 4.1% 3.6% 5.1% 7.3% 5.16%
Malaysia 4.4% 4.8% 3.4% 3.7% 5.3% 4.32%
Indonesia 9.2% 7.5% 9.7% 8.5% 9.4% 8.86%
Philippines 18.7% 8.9% 7.6% 9.1% 11.2% 11.10%
China 5.1% 6.7% 9.1% 24.2% 16.9% 12.40%
United States 4.2% 3.0% 3.0% 2.6% 2.8% 3.12%
Sources: OECD Economic Outlook, June 1996, Vol. 59; Key
Indicators and Developing Asian & Pacific Countries, 1994, Volume
XXV; Emerging Stock Market Factbook 1996.
As the economic in the China Region have experienced
different levels of growth, so too have their stock markets. The
following tables show the capitalization of the stock markets,
and the changes in stock prices as measured by the local stock
indexes.
STOCK MARKET CAPITALIZATION ($US MILLIONS)
1991 1992 1993 1994 1995
------- ------- ------- ------- -------
China 2,028 18,255 40,567 43,521 42,055
Hong Kong 121,689 170,793 381,459 267,331 301,065
Korea 96,373 107,448 139,420 191,778 181,955
Singapore 58,520 61,180 147,810 177,670 203,230
Taiwan 124,864 101,124 195,198 247,325 187,206
Thailand 35,815 58,259 130,510 131,479 141,507
Malaysia 58,627 94,004 220,328 199,276 222,729
Indonesia 6,823 12,038 32,953 47,241 66,585
Philippines 10,197 13,794 40,327 55,519 58,859
Sources: World Stock Exchange Factbook, 1997; Emerging Stock
Markets Factbook, 1996; Hong Kong Stock Exchange Market.
ANNUAL PERCENTAGE CHANGES IN LOCAL
STOCK MARKET INDEXES
1991 1992 1993 1994 1995
------ ------ ------ ------ ------
China 192.8% -12.9% 6.8% -22.30% -14.3%
Hong Kong -42.0% -28.3% -115.7% 31.1 -23.0%
Korea -12.2% 11.0% 27.7% 18.6% -14.1%
Singapore 25.1% -2.4% 59.2% -15.1% 4.09%
Taiwan 1.6% -26.6% 79.8% 17.4% -27.4%
Thailand 16.1% 25.6% 88.4% -19.2% -5.8%
Malaysia 9.9% 15.8% 98.0% -23.8% 2.5%
Indonesia -40.8% 10.9% 114.6% -20.2% 9.4%
Philippines 76.7% 9.1% 154.4% -12.8% -6.9%
Sources: Emerging Stock Market Factbook, 1996; Hong Kong Stock
Exchange.
Equity valuations in the China Region, as measured by
price/earnings ratios, also vary from country to country
according to economic growth forecasts, corporate earnings growth
forecasts, the outlook for inflation, exchange rates and overall
investor sentiment.
PRICE/EARNINGS RATIOS
1991 1992 1993 1994 1995
----- ----- ----- ----- -----
Hong Kong 13.8 12.9 16.7 13.1 13.7
Korea 21.3 21.4 25.1 34.5 19.8
Singapore 19.5 19.2 24.7 30.4 23.3
Taiwan 22.3 16.6 34.7 36.8 21.4
Thailand 12.0 13.9 27.5 21.2 21.7
Malaysia 21.3 21.8 43.5 29.0 25.1
Indonesia 11.6 12.2 28.9 20.2 19.8
Philippines 11.3 14.1 38.8 30.8 19.0
Sources: World Stock Exchange Factbook, 1996; Emerging Stock
Market Factbook, 1996.
The following table shows changes in the exchange rate of
the currency of each China Region country relative to the U.S.
dollar for the years ended December 31, 1991-1995.
CURRENCY MOVEMENTS VERSUS US DOLLAR (% CHANGE)
YEAR ENDED DECEMBER 31,
--------------------------------------------------------
1991 1992 1993 1994 1995
------ ----- ------ ------ -----
Hong Kong 0.23% 0.39% 0.06% 0.13% 0.13%
Korea -6.19% -3.91% -2.50% 2.43% 0.16%
Singapore 6.53% -0.88% 2.24% 9.16% 3.18%
Taiwan 4.24% 1.29% -4.73% 0.27% -3.8%
Thailand 0.99% -1.76% 0.04% 1.47% -0.34%
Malaysia -0.82% 3.88% 2.98% 5.18% 0.57%
Indonesia -5.03% -4.00% -1.92% -4.52% -4.03%
Philippines 3.86% 2.10% -5.47% 9.63% -7.5%
China (Official) -4.06% -5.84% -0.84% -45.6% 1.53%
Sources: International Financial Statistics, Volume L, Number 4,
April 1997; Emerging Stock Market Factbook, 1996.
[DECHERT PRICE & RHOADS]
Ten Post Office Square, South
Boston, Massachusetts 02109
PH: (617)728-7100
FAX: (617)426-6567
December 31, 1997
VIA ELECTRONIC TRANSMISSION
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: IVY FUND, FILE NOS. 2-17613, 811-1028
Dear Sir or Madam:
Pursuant to Rule 497(j) under the Securities Act of 1933, as
amended, I hereby certify on behalf of the above-named Registrant
that the Prospectus and Statement of Additional Information dated
January 1, 1998 for Ivy International Bond Fund (the "Fund") that
would have been filed under Rule 497(c) under the Securities Act
would not have differed from those contained in the most recent
Post-Effective Amendment to the Trust's Registration Statement on
Form N-1A ("PEA 96"). PEA 96 was filed electronically on October
31, 1997.
No fees are required in connection with this filing. Please
call me at (617) 728-7178 or Joseph R. Fleming at (617) 728-7161
if you have any questions.
Very truly yours,
Kate T. Alen
Enclosure
cc: Joseph R. Fleming, Esq.
Deborah P. Mason, Mackenzie Investment Management Inc.
