As filed electronically with the Securities and Exchange
Commission on
November 18, 1998
(File No. 2-17613)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 102 [ X ]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. [ X ]
IVY FUND
(Exact Name of Registrant as Specified in Charter)
Via Mizner Financial Plaza
700 South Federal Highway - Suite 300
Boca Raton, Florida 33432
(Address of Principal Executive Offices)
Registrant's Telephone Number: (800) 777-6472
C. William Ferris
Mackenzie Investment Management Inc.
Via Mizner Financial Plaza
700 South Federal Highway - Suite 300
Boca Raton, Florida 33432
(Name and Address of Agent for Service)
Copies to:
Joseph R. Fleming, Esq.
Dechert Price & Rhoads
Ten Post Office Square, South - Suite 1230
Boston, MA 02109
[X] It is proposed that this Post-Effective Amendment will
become effective on November 18, 1998 pursuant to paragraph
(b) of Rule 485.
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THIS POST-EFFECTIVE AMENDMENT NO. 102 IS BEING FILED SOLELY IN ORDER TO FILE
ELECTRONICALLY ALL EXHIBITS WHICH PREVIOUSLY HAVE NOT BEEN FILED VIA EDGAR.
THEREFORE, THE PROSPECTUSES AND STATEMENTS OF ADDITIONAL INFORMATION FOR THE
EIGHTEEN SERIES OFFERED BY THE REGISTRANT ARE NOT INCLUDED IN, BUT INCORPORATED
BY REFERENCE TO, THIS FILING.
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<PAGE>
IVY FUND
CROSS REFERENCE SHEET
Post-Effective Amendment No. 102 incorporates by reference
the prospectuses and statements of additional information for the
eighteen series of the Registrant as described in four separate
prospectuses and statements of additional information.
ITEMS REQUIRED BY FORM N-1A
CLASS A, B, C, AND I SHARES:
PART A:
1 COVER PAGE: Cover Page
2 SYNOPSIS: Expense Information
3 CONDENSED FINANCIAL INFORMATION: Not Applicable
4 GENERAL DESCRIPTION OF REGISTRANT: Investment Objectives
and Policies; Risk Factors and Investment Techniques;
Appendix A
5 MANAGEMENT OF THE FUND: Organization and Management of the
Fund; Investment Manager; Transfer Agent; Fund
Administration and Accounting
6 CAPITAL STOCK AND OTHER SECURITIES: Performance Data;
Dividends and Taxes; Choosing a Distribution Option;
Shareholder Inquiries; Signature Guarantees; Consolidated
Account Statements
7 PURCHASE OF SECURITIES BEING OFFERED: How to Buy Shares;
How Your Purchase Price is Determined; How the Fund Values
its Shares; Initial Sales Charge Alternative--Class A
Shares; Contingent Deferred Sales Charge Alternative--Class
A Shares; Qualifying for a Reduced Sales Charge; Contingent
Deferred Sales Charge Alternative--Class B and Class C
Shares; Automatic Investment Method; Retirement Plans
8 REDEMPTION OR REPURCHASE: How to Redeem Shares; Minimum
Account Balance Requirements; Tax Identification Number;
Certificates; Exchange Privilege; Systematic Withdrawal Plan
9 PENDING LEGAL PROCEEDINGS: Not Applicable
PART B:
10 COVER PAGE: Cover Page
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11 TABLE OF CONTENTS: Table of Contents
12 GENERAL INFORMATION AND HISTORY: Investment Objectives and
Policies
13 INVESTMENT OBJECTIVES AND POLICIES: Investment Objectives
and Policies; Investment Restrictions; Additional
Restrictions; Appendix A
14 MANAGEMENT OF THE FUND: Trustees and Officers; Investment
Advisory and Other Services
15 CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES:
Trustees and Officers; Capitalization and Voting Rights
16 INVESTMENT ADVISORY AND OTHER SERVICES: Investment Advisory
and Other Services
17 BROKERAGE ALLOCATION AND OTHER PRACTICES: Brokerage
Allocation; Portfolio Turnover
18 CAPITAL STOCK AND OTHER SECURITIES: Capitalization and
Voting Rights; Conversion of Class B Shares
19 PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING
OFFERED: Net Asset Value; Redemptions
20 TAX STATUS: Taxation
21 UNDERWRITERS: Investment Advisory and Other Services
22 CALCULATION OF PERFORMANCE DATA: Performance Information
23 FINANCIAL STATEMENTS: Financial Statements
ADVISOR CLASS SHARES:
PART A:
1 COVER PAGE: Cover Page
2 SYNOPSIS: Expense Information
3 CONDENSED FINANCIAL INFORMATION: Not Applicable
4 GENERAL DESCRIPTION OF REGISTRANT: Investment Objectives
and Policies; Risk Factors and Investment Techniques;
Appendix A
5 MANAGEMENT OF THE FUND: Organization and Management of the
Fund; Investment Manager; Transfer Agent; Fund
Administration and Accounting
<PAGE>
6 CAPITAL STOCK AND OTHER SECURITIES: Performance Data;
Dividends and Taxes; Choosing a Distribution Option;
Shareholder Inquiries; Signature Guarantees; Consolidated
Account Statements
7 PURCHASE OF SECURITIES BEING OFFERED: How to Buy Shares;
How Your Purchase Price is Determined; How the Fund Values
its Shares; Automatic Investment Method; Retirement Plans
8 REDEMPTION OR REPURCHASE: How to Redeem Shares; Minimum
Account Balance Requirements; Tax Identification Number;
Certificates; Exchange Privilege; Systematic Withdrawal Plan
9 PENDING LEGAL PROCEEDINGS: Not Applicable
PART B:
10 COVER PAGE: Cover Page
11 TABLE OF CONTENTS: Table of Contents
12 GENERAL INFORMATION AND HISTORY: Investment Objectives and
Policies
13 INVESTMENT OBJECTIVES AND POLICIES: Investment Objectives
and Policies; Investment Restrictions; Additional
Restrictions; Appendix A
14 MANAGEMENT OF THE FUND: Trustees and Officers; Investment
Advisory and Other Services
15 CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES:
Trustees and Officers; Capitalization and Voting Rights
16 INVESTMENT ADVISORY AND OTHER SERVICES: Investment Advisory
and Other Services
17 BROKERAGE ALLOCATION AND OTHER PRACTICES: Brokerage
Allocation; Portfolio Turnover
18 CAPITAL STOCK AND OTHER SECURITIES: Capitalization and
Voting Rights
19 PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING
OFFERED: Net Asset Value; Redemptions
20 TAX STATUS: Taxation
21 UNDERWRITERS: Investment Advisory and Other Services
22 CALCULATION OF PERFORMANCE DATA: Performance Information
23 FINANCIAL STATEMENTS: Financial Statements
<PAGE>
<PAGE>
Part A
Part A of this Post-Effective Amendment No. 102 to the
Registration Statement is incorporated by reference in its
entirety to Ivy Fund's current Post-Effective Amendment No. 99
filed on April 30, 1998.
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Part B
Part B of this Post-Effective Amendment No. 102 to the
Registration Statement is incorporated by reference in its
entirety to Ivy Fund's current Post-Effective Amendment No. 99
filed on April 30, 1998.
<PAGE>
<PAGE>
PART C. OTHER INFORMATION
Item 24: Financial Statements and Exhibits
(a) Financial Statements:
Included in Part A:
Financial Highlights (Incorporated by reference to Post
Effective Amendment No. 99 to Registration Statement
No. 2-17613)
Included in Part B:
December 31, 1997 Annual Report to Shareholders of
Ivy Asia Pacific Fund:
- Portfolio of Investments at December 31, 1997
- Statement of Assets and Liabilities as of
December 31, 1997
- Statement of Operations for the Year ended
December 31, 1997
- Statement of Changes in Net Assets for the
Year ended December 31, 1997
- Financial Highlights
- Notes to Financial Statements
- Report of Independent Accountants
December 31, 1997 Annual Report to Shareholders of
Ivy Bond Fund:
- Portfolio of Investments at December 31, 1997
- Statement of Assets and Liabilities as of
December 31, 1997
- Statement of Operations for the Year ended
December 31, 1997
- Statement of Changes in Net Assets for the
Year ended December 31, 1997 and 1996
- Financial Highlights
- Notes to Financial Statements
- Report of Independent Accountants
December 31, 1997 Annual Report to Shareholders of
Ivy Canada Fund:
- Portfolio of Investments at December 31, 1997
- Statement of Assets and Liabilities as of
December 31, 1997
- Statement of Operations for the Year ended
December 31, 1997
- Statement of Changes in Net Assets for the
Year ended December 31, 1997 and 1996
- Financial Highlights
- Notes to Financial Statements
- Report of Independent Accountants
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December 31, 1997 Annual Report to Shareholders of
Ivy China Region Fund:
- Portfolio of Investments at December 31, 1997
- Statement of Assets and Liabilities as of
December 31, 1997
- Statement of Operations for the Year ended
December 31, 1997
- Statement of Changes in Net Assets for the
Year ended December 31, 1997 and 1996
- Financial Highlights
- Notes to Financial Statements
- Report of Independent Accountants
December 31, 1997 Annual Report to Shareholders of
Ivy Developing Nations Fund (formerly Ivy New
Century Fund):
- Portfolio of Investments at December 31, 1997
- Statement of Assets and Liabilities as of
December 31, 1997
- Statement of Operations for the Year ended
December 31, 1997
- Statement of Changes in Net Assets for the
Year ended December 31, 1997 and 1996
- Financial Highlights
- Notes to Financial Statements
- Report of Independent Accountants
December 31, 1997 Annual Report to Shareholders of
Ivy Global Fund:
- Portfolio of Investments at December 31, 1997
- Statement of Assets and Liabilities as of
December 31, 1997
- Statement of Operations for the Year ended
December 31, 1997
- Statement of Changes in Net Assets for the
Year ended December 31, 1997 and 1996
- Financial Highlights
- Notes to Financial Statements
- Report of Independent Accountants
December 31, 1997 Annual Report to Shareholders of
Ivy Global Natural Resources Fund:
- Portfolio of Investments at December 31, 1997
- Statement of Assets and Liabilities as of
December 31, 1997
- Statement of Operations for the Year ended
December 31, 1997
- Statement of Changes in Net Assets for the
Year ended December 31, 1997
- Financial Highlights
- Notes to Financial Statements
- Report of Independent Accountants
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December 31, 1997 Annual Report to Shareholders of
Ivy Global Science & Technology Fund:
- Portfolio of Investments at December 31, 1997
- Statement of Assets and Liabilities as of
December 31, 1997
- Statement of Operations for the Year Ended
December 31, 1997
- Statement of Changes in Net Assets for the
Year Ended December 31, 1997 and the period
from July 22, 1996 (commencement of
operations) to December 31, 1996
- Financial Highlights
- Notes to Financial Statements
- Report of Independent Accountants
December 31, 1997 Annual Report to Shareholders of
Ivy Growth Fund:
- Portfolio of Investments at December 31, 1997
- Statement of Assets and Liabilities as of
December 31, 1997
- Statement of Operations for the Year ended
December 31, 1997
- Statement of Changes in Net Assets for the
Year ended December 31, 1997 and 1996
- Financial Highlights
- Notes to Financial Statements
- Report of Independent Accountants
December 31, 1997 Annual Report to Shareholders of
Ivy Growth with Income Fund:
- Portfolio of Investments at December 31, 1997
- Statement of Assets and Liabilities as of
December 31, 1997
- Statement of Operations for the Year ended
December 31, 1997
- Statement of Changes in Net Assets for the
Year ended December 31, 1997 and 1996
- Financial Highlights
- Notes to Financial Statements
- Report of Independent Accountants
December 31, 1997 Annual Report to Shareholders of
Ivy International Fund:
- Portfolio of Investments at December 31, 1997
- Statement of Assets and Liabilities as of
December 31, 1997
- Statement of Operations for the Year ended
December 31, 1997
- Statement of Changes in Net Assets for the
Year ended December 31, 1997 and 1996
- Financial Highlights
- Notes to Financial Statements
- Report of Independent Accountants
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December 31, 1997 Annual Report to Shareholders of
Ivy International Fund II:
- Portfolio of Investments at December 31, 1997
- Statement of Assets and Liabilities as of
December 31, 1997
- Statement of Operations for the Period May
13, 1997 (commencement of operations) to
December 31, 1997
- Statement of Changes in Net Assets for the
Period May 13, 1997 to December 31, 1997
- Financial Highlights
- Notes to Financial Statements
- Report of Independent Accountants
December 31, 1997 Annual Report to Shareholders of
Ivy International Small Companies Fund:
- Portfolio of Investments at December 31, 1997
- Statement of Assets and Liabilities as of
December 31, 1997
- Statement of Operations for the Year ended
December 31, 1997
- Statement of Changes in Net Assets for the
Year ended December 31, 1997 and 1996
- Financial Highlights
- Notes to Financial Statements
- Report of Independent Accountants
December 31, 1997 Annual Report to Shareholders of
Ivy Money Market Fund:
- Portfolio of Investments at December 31, 1997
- Statement of Assets and Liabilities as of
December 31, 1997
- Statement of Operations for the Year ended
December 31, 1997
- Statement of Changes in Net Assets for the
Year ended December 31, 1997 and 1996
- Financial Highlights
- Notes to Financial Statements
- Report of Independent Accountants
December 31, 1997 Annual Report to Shareholders of
Ivy Pan-Europe Fund:
- Portfolio of Investments at December 31, 1997
- Statement of Assets and Liabilities as of
December 31, 1997
- Statement of Operations for the Period May
13, 1997 (commencement of operations) to
December 31, 1997
- Statement of Changes in Net Assets for the
Period May 13, 1997 (commencement of
operations) to December 31, 1997
- Financial Highlights
- Notes to Financial Statements
- Report of Independent Accountants
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December 31, 1997 Annual Report to Shareholders of
Ivy South America Fund (formerly Ivy Latin America
Strategy Fund):
- Portfolio of Investments at December 31, 1997
- Statement of Assets and Liabilities as of
December 31, 1997
- Statement of Operations for the Year ended
December 31, 1997
- Statement of Changes in Net Assets for the
Year ended December 31, 1997 and 1996
- Financial Highlights
- Notes to Financial Statements
- Report of Independent Accountants
December 31, 1997 Annual Report to Shareholders of
Ivy US Emerging Growth Fund (formerly Ivy Emerging
Growth Fund):
- Portfolio of Investments at December 31, 1997
- Statement of Assets and Liabilities as of
December 31, 1997
- Statement of Operations for the Year ended
December 31, 1997
- Statement of Changes in Net Assets for the
Year ended December 31, 1997 and 1996
- Financial Highlights
- Notes to Financial Statements
- Report of Independent Accountants
(Incorporated by reference to Post Effective
Amendment No. 99 to Registration Statement No. 2-
17613)
(b) Exhibits:
1. (a) Amended and Restated Declaration of Trust
dated December 10, 1992, previously filed
with Post-Effective Amendment No. 71 to
Registration Statement No. 2-17613 is filed
herein.
(a)(1) Redesignation of Shares of Beneficial
Interest and Establishment and Designation of
Additional Series and Classes of Shares of
Beneficial Interest (No Par Value) is filed
herein (never filed previously).
(b) Amendment to Amended and Restated Declaration
of Trust, previously filed with Post-
Effective Amendment No. 73 to Registration
Statement No. 2-17613 is filed herein.
(c) Amendment to Amended and Restated Declaration
of Trust, previously filed with Post-
Effective Amendment No. 74 to Registration
Statement No. 2-17613 is filed herein.
<PAGE>
(d) Establishment and Designation of Additional
Series (Ivy Emerging Growth Fund), previously
filed with Post-Effective Amendment No. 73 to
Registration Statement No. 2-17613 is filed
herein.
(e) Redesignation of Shares (Ivy Growth with
Income Fund--Class A) and Establishment and
Designation of Additional Class (Ivy Growth
with Income Fund--Class C), previously filed
with Post-Effective Amendment No. 73 to
Registration Statement No. 2-17613 is filed
herein.
(f) Redesignation of Shares (Ivy Emerging Growth
Fund--Class A, Ivy Growth Fund--Class A and
Ivy International Fund--Class A), previously
filed with Post-Effective Amendment No. 74 to
Registration Statement No. 2-17613 is filed
herein.
(g) Establishment and Designation of Additional
Series (Ivy China Region Fund), previously
filed with Post-Effective Amendment No. 74 to
Registration Statement No. 2-17613 is filed
herein.
(h) Establishment and Designation of Additional
Class (Ivy China Region Fund--Class B, Ivy
Emerging Growth Fund--Class B, Ivy Growth
Fund--Class B, Ivy Growth with Income Fund--
Class B and Ivy International Fund--Class B),
previously filed with Post-Effective
Amendment No. 74 for Registration Statement
No. 2-17613 is filed herein.
(i) Establishment and Designation of Additional
Class (Ivy International Fund--Class I),
previously filed with Post-Effective
Amendment No. 74 to Registration Statement
No. 2-17613 is filed herein.
(j) Establishment and Designation of Series and
Classes (Ivy Latin American Strategy Fund--
Class A and Class B, Ivy New Century Fund--
Class A and Class B), previously filed with
Post-Effective Amendment No. 75 to
Registration Statement No. 2-17613 is filed herein.
(k) Establishment and Designation of Series and
Classes (Ivy International Bond Fund--Class A
and Class B), previously filed with Post-
Effective Amendment No. 76 to Registration
<PAGE>
Statement No. 2-17613 is filed herein.
(l) Establishment and Designation of Series and
Classes (Ivy Bond Fund, Ivy Canada Fund, Ivy
Global Fund, Ivy Short-Term US Government
Securities Fund (now known as Ivy Short-Term
Bond Fund) -- Class A and Class B),
previously filed with Post-Effective
Amendment No. 77 to Registration Statement
No. 2-17613 is filed herein.
(m) Redesignation of Ivy Short-Term U.S.
Government Securities Fund as Ivy Short-Term
Bond Fund, previously filed with Post-
Effective Amendment No. 81 to Registration
Statement No. 2-17613 is filed herein.
(n) Redesignation of Shares (Ivy Money Market
Fund--Class A and Ivy Money Market Fund--
Class B), filed with Post-Effective Amendment
No. 84 to Registration Statement No. 2-17613
and incorporated by reference herein.
(o) Form of Establishment and Designation of
Additional Class (Ivy Bond Fund--Class C; Ivy
Canada Fund--Class C; Ivy China Region Fund--
Class C; Ivy Emerging Growth Fund--Class C;
Ivy Global Fund--Class C; Ivy Growth Fund--
Class C; Ivy Growth with Income Fund--Class
C; Ivy International Fund--Class C; Ivy
Latin America Strategy Fund--Class C; Ivy
International Bond Fund--Class C; Ivy Money
Market Fund--Class C; Ivy New Century Fund--
Class C), filed with Post-Effective
Amendment No. 84 to Registration Statement
No. 2-17613 and incorporated by reference
herein.
(p) Establishment and Designation of Series and
Classes (Ivy Global Science & Technology
Fund--Class A, Class B, Class C and Class I),
filed with Post-Effective Amendment No. 86 to
Registration Statement No. 2-17613 and
incorporated by reference herein.
(q) Establishment and designation of Series and
Classes (Ivy Global Natural Resources Fund--
Class A, Class B and Class C; Ivy Asia
Pacific Fund--Class A, Class B and Class C;
Ivy International Small Companies
Fund--Class A, Class B, Class C and Class
I), filed with Post-Effective Amendment No.
89 to Registration Statement No. 2-17613 and
incorporated by reference herein.
<PAGE>
(r) Establishment and designation of Series and
Classes (Ivy Pan-Europe Fund--Class A, Class
B and Class C), filed with Post-Effective
Amendment No. 92 to Registration Statement
No. 2-17613 and incorporated by reference
herein.
(s) Establishment and designation of Series and
Classes (Ivy International Fund II--Class A,
Class B, Class C and Class I), filed with
Post-Effective Amendment No. 94 to
Registration Statement No. 2-17613 and
incorporated by reference herein.
(t) Form of Establishment and Designation of
Additional Class (Ivy Asia Pacific Fund--
Advisor Class; Ivy Bond Fund--Advisor Class;
Ivy Canada Fund--Advisor Class; Ivy China
Region Fund--Advisor Class; Ivy Emerging
Growth Fund--Advisor Class; Ivy Global Fund--
Advisor Class; Ivy Global Natural Resources
Fund--Advisor Class; Ivy Global Science &
Technology Fund--Advisor Class; Ivy Growth
Fund--Advisor Class; Ivy Growth with Income
Fund--Advisor Class; Ivy International Bond
Fund--Advisor Class; Ivy International Fund
II--Advisor Class; Ivy International Small
Companies Fund--Advisor Class; Ivy Latin
America Strategy Fund--Advisor Class; Ivy New
Century Fund--Advisor Class; Ivy Pan-Europe
Fund--Advisor Class), filed with Post-
Effective Amendment No. 96 to Registration
Statement No. 2-17613 and incorporated by
reference herein.
(u) Redesignations of Series and Classes (Ivy
Emerging Growth Fund redesignated as Ivy US
Emerging Growth Fund; Ivy New Century Fund
redesignated as Ivy Developing Nations Fund;
and, Ivy Latin America Strategy Fund
redesignated as Ivy South America Fund),
filed with Post-Effective Amendment No. 97
to Registration Statement 2-17613 and
incorporated by reference herein.
(v) Redesignation of Series and Classes and
Establishment and Designation of Additional
Class (Ivy International Bond Fund
redesignated as Ivy High Yield Fund; Class I
shares of Ivy High Yield Fund established),
filed with Post-Effective Amendment No. 98
to Registration Statement 2-17613 and
incorporated by reference herein.
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(w) Establishment and designation of Series and
Classes (Ivy US Blue Chip Fund--Class A,
Class B, Class C, Class I and Advisor Class),
filed with Post-Effective Amendment No. 101
to Registration Statement 2-17613 and
incorporated by reference herein.
2. By-Laws, as amended, previously filed with Post-
Effective Amendment No. 48 to Registration
Statement No. 2-17613 is filed herein.
3. Not Applicable
4. (a) Specimen Securities for Ivy Growth Fund, Ivy
Growth with Income Fund, Ivy International
Fund and Ivy Money Market Fund, filed with
Post-Effective Amendment No. 49 to
Registration Statement No. 2-17613 and
incorporated by reference herein.
(b) Specimen Security for Ivy Emerging Growth
Fund, filed with Post-Effective Amendment No.
70 to Registration Statement No. 2-17613 and
incorporated by reference herein.
(c) Specimen Security for Ivy China Region Fund,
filed with Post-Effective Amendment No. 74 to
Registration Statement No. 2-17613 and
incorporated by reference herein.
(d) Specimen Security for Ivy Latin American
Strategy Fund, filed with Post-Effective
Amendment No. 75 to Registration Statement
No. 2-17613 and incorporated by reference
herein.
(e) Specimen Security for Ivy New Century Fund,
filed with Post-Effective Amendment No. 75 to
Registration Statement No. 2-17613 and
incorporated by reference herein.
(f) Specimen Security for Ivy International Bond
Fund, filed with Post-Effective Amendment No.
76 to Registration Statement No. 2-17613 and
incorporated by reference herein.
(g) Specimen Securities for Ivy Bond Fund, Ivy
Canada Fund, Ivy Global Fund, and Ivy Short-
Term U.S. Government Securities Fund, filed
with Post-Effective Amendment No. 77 to
Registration Statement No. 2-17613 and
incorporated by reference herein.
<PAGE>
5. (a) Master Business Management and Investment
Advisory Agreement between Ivy Fund and Ivy
Management, Inc. and Supplements for Ivy
Growth Fund, Ivy Growth with Income Fund, Ivy
International Fund and Ivy Money Market Fund,
previously filed with Post-Effective
Amendment No. 68 to Registration Statement
No. 2-17613 is filed herein.
(b) Subadvisory Contract by and among Ivy Fund,
Ivy Management, Inc. and Boston Overseas
Investors, Inc., previously filed with Post-
Effective Amendment No. 68 to Registration
Statement No. 2-17613 is filed herein.
(c) Assignment Agreement relating to Subadvisory
Contract, previously filed with Post-
Effective Amendment No. 74 to Registration
Statement No. 2-17613 is filed herein.
(d) Business Management and Investment Advisory
Agreement Supplement for Ivy Emerging Growth
Fund, previously filed with Post-Effective
Amendment No. 73 to Registration Statement
No. 2-17613 is filed herein.
(e) Business Management and Investment Advisory
Agreement Supplement for Ivy China Region
Fund, previously filed with Post-Effective
Amendment No. 74 to Registration Statement
No. 2-17613 is filed herein.
(f) Business Management and Investment Advisory
Supplement for Ivy Latin America Strategy
Fund, previously filed with Post-Effective
Amendment No. 75 to Registration Statement
No. 2-17613 is filed herein.
(g) Business Management and Investment Advisory
Agreement Supplement for Ivy New Century
Fund, previously filed with Post-Effective
Amendment No. 75 to Registration Statement
No. 2-17613 is filed herein.
(h) Business Management and Investment Advisory
Agreement Supplement for Ivy International
Bond Fund, previously filed with Post-
Effective Amendment No. 76 to Registration
Statement No. 2-17613 is filed herein.
(i) Business Management and Investment Advisory
Agreement Supplement for Ivy Bond Fund, Ivy
Global Fund and Ivy Short-Term U.S.
Government Securities Fund, previously filed
<PAGE>
with Post-Effective Amendment No. 81 to
Registration Statement No. 2-17613 is filed herein.
(j) Master Business Management Agreement between
Ivy Fund and Ivy Management, Inc., previously
filed with Post-Effective Amendment No. 81 to
Registration Statement No. 2-17613 is filed
herein.
(k) Supplement to Master Business Agreement
between Ivy Fund and Ivy Management, Inc.
(Ivy Canada Fund), previously filed with
Post-Effective Amendment No. 77 to
Registration Statement No. 2-17613 is filed
herein.
(l) Investment Advisory Agreement between Ivy
Fund and Mackenzie Financial Corporation,
previously filed with Post-Effective
Amendment No. 77 to Registration Statement
No. 2-17613 is filed herein.
(m) Form of Supplement to Master Business
Management and Investment Advisory Agreement
between Ivy Fund and Ivy Management, Inc.
(Ivy Global Science & Technology Fund), filed
with Post-Effective Amendment No. 86 to
Registration Statement No. 2-17613 and
incorporated by reference herein.
(n) Form of Supplement to Master Business
Management and Investment Advisory Agreement
between Ivy Fund and Ivy Management, Inc.
(Ivy Asia Pacific Fund and Ivy International
Small Companies Fund), filed with Post-
Effective Amendment No. 89 to Registration
Statement No. 2-17613 and incorporated by
reference herein.
(o) Form of Supplement to Master Business
Management Agreement between Ivy Fund and Ivy
Management, Inc. (Ivy Global Natural
Resources Fund), filed with Post-Effective
Amendment No. 89 to Registration Statement
No. 2-17613 and incorporated by reference
herein.
(p) Form of Supplement to Investment Advisory
Agreement between Ivy Fund and Mackenzie
Financial Corporation (Ivy Global Natural
Resources Fund), filed with Post-Effective
Amendment No. 89 to Registration Statement
No. 2-17613 and incorporated by reference
<PAGE>
herein.
(q) Form of Supplement to Master Business
Management and Investment Advisory Agreement
between Ivy Fund and Ivy Management, Inc.
(Ivy Pan-Europe Fund), filed with Post-
Effective Amendment No. 94 to Registration
Statement No. 2-17613 and incorporated by
reference herein.
(r) Form of Supplement to Master Business
Management and Investment Advisory Agreement
between Ivy Fund and Ivy Management, Inc.
(Ivy International Fund II), filed with Post-
Effective Amendment No. 94 to Registration
Statement No. 2-17613 and incorporated by
reference herein.
(s) Addendum to Master Business Management and
Investment Advisory Agreement between Ivy
Fund and Ivy Management, Inc. (Ivy Developing
Nations Fund, Ivy South America Fund, Ivy US
Emerging Growth Fund), filed with Post-
Effective Amendment No. 98 to Registration
Statement No. 2-17613 and incorporated by
reference herein.
(t) Supplement to Master Business Management and
Investment Advisory Agreement between Ivy
Fund and Ivy Management, Inc. (Ivy High Yield
Fund), filed with Post-Effective Amendment
No. 98 to Registration Statement No. 2-17613
and incorporated by reference herein.
(u) Supplement to Master Business Management and
Investment Advisory Agreement between Ivy
Fund and Ivy Management, Inc. (Ivy US Blue
Chip Fund), filed with Post-Effective
Amendment No. 101 to Registration Statement
2-17613 and incorporated by reference herein.
6. (a) Dealer Agreement, as amended and, previously
filed with Post-Effective Amendment No. 70 to
Registration Statement No. 2-17613 is filed
herein.
(b) Amended and Restated Distribution Agreement,
previously filed with Post-Effective
Amendment No. 74 to Registration Statement
No. 2-17613 is filed herein.
(c) Addendum to Amended and Restated Distribution
Agreement is filed herein (never filed
previously).
<PAGE>
(d) Addendum to Amended and Restated Distribution
Agreement (Ivy Money Market Fund--Class A and
Class B), filed with Post-Effective Amendment
No. 84 to Registration Statement No. 2-17613
and incorporated by reference herein.
(e) Form of Addendum to Amended and Restated
Distribution Agreement (Class C), filed with
Post-Effective Amendment No. 84 to
Registration Statement No. 2-17613 and
incorporated by reference herein.
(f) Form of Addendum to Amended and Restated
Distribution Agreement (Ivy Global Science &
Technology Fund--Class A, Class B, Class C
and Class I), filed with Post-Effective
Amendment No. 86 to Registration Statement
No. 2-17613 and incorporated by reference
herein.
(g) Form of Addendum to Amended and Restated
Distribution Agreement (Ivy Global Natural
Resources Fund--Class A, Class B and Class C;
Ivy Asia Pacific Fund--Class A, Class B and
Class C; Ivy International Small Companies
Fund--Class A, Class B, Class C, and Class
I), filed with Post-Effective Amendment No.
89 to Registration Statement No. 2-17613 and
incorporated by reference herein.
(h) Form of Addendum to Amended and Restated
Distribution Agreement (Ivy Pan-Europe Fund--
Class A, Class B and Class C), filed with
Post-Effective Amendment No. 94 to
Registration Statement No. 2-17613 and
incorporated by reference herein.
(i) Form of Addendum to Amended and Restated
Distribution Agreement (Ivy International
Fund II--Class A, Class B, Class C and Class
I), filed with Post-Effective Amendment No.
94 to Registration Statement No. 2-17613 and
incorporated by reference herein.
(j) Form of Addendum to Amended and Restated
Distribution Agreement (Advisor Class), filed
with Post-Effective Amendment No. 96 to
Registration Statement No. 2-17613 and
incorporated by reference herein.
(k) Addendum to Amended and Restated Distribution
Agreement (Ivy Developing Nations Fund, Ivy
South America Fund, Ivy US Emerging Growth
<PAGE>
Fund), filed with Post-Effective Amendment
No. 98 to Registration Statement No. 2-17613
and incorporated by reference herein.
(l) Addendum to Amended and Restated Distribution
Agreement (Ivy High Yield Fund), filed with
Post-Effective Amendment No. 98 to
Registration Statement No. 2-17613 and
incorporated by reference herein.
(m) Addendum to Amended and Restated Distribution
Agreement (Ivy US Blue Chip Fund), filed with
Post-Effective Amendment No. 101 to
Registration Statement 2-17613 and
incorporated by reference herein.
7. Not Applicable
8. Custodian Agreement between Ivy Fund and Brown
Brothers Harriman & Co., previously filed with
Post-Effective Amendment No. 74 to Registration
No. 2-17613 is filed herein.
9. (a) Master Administrative Services Agreement
between Ivy Fund and Mackenzie Investment
Management Inc. and Supplements for Ivy
Growth Fund, Ivy Growth with Income Fund,Ivy
International Fund and Ivy Money Market
Fund, previously filed with Post-Effective
Amendment No. 68 to Registration Statement
No. 2-17613 is filed herein.
(b) Addendum to Administrative Services Agreement
Supplement for Ivy International Fund,
previously filed with Post-Effective
Amendment No. 74 to Registration Statement
No. 2-17613 is filed herein.
(c) Administrative Services Agreement Supplement
for Ivy Emerging Growth Fund, previously
filed with Post-Effective Amendment No. 73 to
Registration Statement No. 2-17613 is filed
herein.
(c)(1) Administrative Services Agreement Supplement
for Ivy Money Market Fund is filed herein
(not previously filed).
(d) Administrative Services Agreement Supplement
for Ivy China Region Fund, previously filed
with Post-Effective Amendment No. 73 to
Registration Statement No. 2-17613 is filed
herein.
<PAGE>
(e) Administrative Services Agreement Supplement
for Class I Shares of Ivy International Fund,
previously filed with Post-Effective
Amendment No. 74 to Registration Statement
No. 2-17613 is filed herein.
(f) Master Fund Accounting Services Agreement
between Ivy Fund and Mackenzie Investment
Management Inc. and Supplements for Ivy
Growth Fund, Ivy Emerging Growth Fund and Ivy
Money Market Fund, previously filed with
Post-Effective Amendment No. 73 to
Registration Statement No. 2-17613 is filed
herein.
(g) Fund Accounting Services Agreement Supplement
for Ivy Growth with Income Fund, previously
filed with Post-Effective Amendment No. 73 to
Registration Statement No. 2-17613 is filed
herein.
(h) Fund Accounting Services Agreement Supplement
for Ivy China Region Fund, previously filed
with Post-Effective Amendment No. 73 to
Registration Statement No. 2-17613 is filed
herein.
(i) Transfer Agency and Shareholder Services
Agreement between Ivy Fund and Ivy
Management, Inc., previously filed with Post-
Effective Amendment No. 71 to Registration
Statement No. 2-17613 is filed herein.
(j) Addendum to Transfer Agency and Shareholder
Services Agreement, previously filed with
Post-Effective Amendment No. 74 to
Registration Statement No. 2-17613 is filed
herein.
(k) Assignment Agreement relating to Transfer
Agency and Shareholder Services Agreement,
previously filed with Post-Effective
Amendment No. 74 to Registration Statement
No. 2-17613 is filed herein.
(l) Administrative Services Agreement Supplement
for Ivy Latin America Strategy Fund,
previously filed with Post-Effective
Amendment No. 75 to Registration Statement
No. 2-17613 is filed herein.
(m) Administrative Services Agreement Supplement
for Ivy New Century Fund, previously filed
with Post-Effective Amendment No. 75 to
<PAGE>
Registration Statement No. 2-17613 is filed
herein.
(n) Fund Accounting Services Agreement Supplement
for Ivy Latin America Strategy Fund,
previously filed with Post-Effective
Amendment No. 75 to Registration Statement
No. 2-17613 is filed herein.
(o) Fund Accounting Services Agreement Supplement
for Ivy New Century Fund, previously filed
with Post-Effective Amendment No. 75 to
Registration Statement No. 2-17613 is filed
herein.
(o)(1) Addendum to Transfer Agency and Shareholder
Services Agreement, previously filed with
Post-Effective Amendment No. 75 to
Registration Statement No. 2-17613 is filed
herein.
(p) Administrative Services Agreement Supplement
for Ivy International Bond Fund, previously
filed with Post-Effective Amendment No. 76 to
Registration Statement No. 2-17613 is filed
herein.
(q) Fund Accounting Services Agreement Supplement
for International Bond Fund, previously
filed with Post-Effective Amendment No. 76 to
Registration Statement No. 2-17613 is filed
herein.
(r) Addendum to Transfer Agency and Shareholder
Services Agreement, previously filed with
Post-Effective Amendment No. 76 to
Registration Statement No. 2-17613 is filed
herein.
(s) Addendum to Transfer Agency and Shareholder
Services Agreement, previously filed with
Post-Effective Amendment No. 77 to
Registration Statement No. 2-17613 is filed
herein.
(t) Administrative Services Agreement Supplement
for Ivy Bond Fund, Ivy Global Fund and Ivy
Short-Term U.S. Government Securities Fund,
previously filed with Post-Effective
Amendment No. 81 to Registration Statement
No. 2-17613 is filed herein.
(u) Fund Accounting Services Agreement Supplement
for Ivy Bond Fund, Ivy Global Fund and Ivy
<PAGE>
Short-Term U.S. Government Securities Fund,
previously filed with Post-Effective
Amendment No. 81 to Registration Statement
No. 2-17613 is filed herein.
(v) Form of Administrative Services Agreement
Supplement (Class C) for Ivy Bond Fund, Ivy
Canada Fund, Ivy China Region Fund, Ivy
Emerging Growth Fund, Ivy Global Fund, Ivy
Growth Fund, Ivy Growth with Income Fund, Ivy
International Fund, Ivy International Bond
Fund, Ivy Latin America Strategy Fund, Ivy
Money Market Fund and Ivy New Century Fund,
filed with Post-Effective Amendment No. 84 to
Registration Statement No. 2-17613 and
incorporated by reference herein.
(w) Form of Addendum to Transfer Agency and
Shareholder Services Agreement (Class C),
filed with Post-Effective Amendment No. 84 to
Registration Statement No. 2-17613 and
incorporated by reference herein.
(x) Form of Administrative Services Agreement
Supplement for Ivy Global Science &
Technology Fund, filed with Post-Effective
Amendment No. 86 to Registration Statement
No. 2-17613 and incorporated by reference
herein.
(y) Form of Fund Accounting Services Agreement
Supplement for Ivy Global Science &
Technology Fund, filed with Post-Effective
Amendment No. 86 to Registration Statement
No. 2-17613 and incorporated by reference
herein.
(z) Form of Addendum to Transfer Agency and
Shareholder Services Agreement for Ivy Global
Science & Technology Fund, filed with Post-
Effective Amendment No. 86 to Registration
Statement No. 2-17613 and incorporated by
reference herein.
(aa) Form of Administrative Services Agreement
Supplement for Ivy Global Natural Resources
Fund, Ivy Asia Pacific Fund and Ivy
International Small Companies Fund, filed
with Post-Effective Amendment No. 89 to
Registration Statement No. 2-17613 and
incorporated by reference herein.
(bb) Form of Fund Accounting Services Agreement
Supplement for Ivy Global Natural Resources
<PAGE>
Fund, Ivy Asia Pacific Fund and Ivy
International Small Companies Fund, filed
with Post-Effective Amendment No. 89 to
Registration Statement No. 2-17613 and
incorporated by reference herein.
(cc) Form of Addendum to Transfer Agency and
Shareholder Services Agreement for Ivy Global
Natural Resources Fund, Ivy Asia Pacific Fund
and Ivy International Small Companies Fund,
filed with Post-Effective Amendment No. 89 to
Registration Statement No. 2-17613 and
incorporated by reference herein.
(dd) Form of Administrative Services Agreement
Supplement for Ivy Pan-Europe Fund, filed
with Post-Effective Amendment No. 94 to
Registration Statement No. 2-17613 and
incorporated by reference herein.
(ee) Form of Fund Accounting Services Agreement
Supplement for Ivy Pan-Europe Fund, filed
with Post-Effective Amendment No. 94 to
Registration Statement No. 2-17613 and
incorporated by reference herein.
(ff) Form of Addendum to Transfer Agency and
Shareholder Services Agreement for Ivy Pan-
Europe Fund, filed with Post-Effective
Amendment No. 94 to Registration Statement
No. 2-17613 and incorporated by reference
herein.
(gg) Form of Administrative Services Agreement
Supplement for Ivy International Fund II,
filed with Post-Effective Amendment No. 94 to
Registration Statement No. 2-17613 and
incorporated by reference herein.
(hh) Form of Fund Accounting Services Agreement
Supplement for Ivy International Fund II,
filed with Post-Effective Amendment No. 94 to
Registration Statement No. 2-17613 and
incorporated by reference herein.
(ii) Form of Addendum to Transfer Agency and
Shareholder Services Agreement for Ivy
International Fund II, filed with Post-
Effective Amendment No. 94 to Registration
Statement No. 2-17613 and incorporated by
reference herein.
(jj) Form of Administrative Services Agreement
Supplement (Advisor Class) for Ivy Asia
<PAGE>
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 Bond
Fund, Ivy International Fund II, Ivy
International Small Companies Fund, Ivy
Latin America Strategy Fund, Ivy New Century
Fund and Ivy Pan-Europe Fund, filed with
Post- Effective Amendment No. 96 to
Registration Statement No. 2-17613 and
incorporated by reference herein.
(kk) Form of Addendum to Transfer Agency and
Shareholder Services Agreement (Advisor
Class), filed with Post-Effective Amendment
No. 96 to Registration Statement No. 2-17613
and incorporated by reference herein.
(ll) Addendum to Administrative Services Agreement
(Ivy Developing Nations Fund, Ivy South
America Fund, Ivy US Emerging Growth Fund),
filed with Post-Effective Amendment No. 98 to
Registration Statement No. 2-17613 and
incorporated by reference herein.
(mm) Addendum to Fund Accounting Services
Agreement (Ivy Developing Nations Fund, Ivy
South America Fund, Ivy US Emerging Growth
Fund), filed with Post-Effective Amendment
No. 98 to Registration Statement No. 2-17613
and incorporated by reference herein.
(nn) Addendum to Transfer Agency and Shareholder
Services Agreement (Ivy Developing Nations
Fund, Ivy South America Fund, Ivy US Emerging
Growth Fund, Ivy High Yield Fund), filed with
Post-Effective Amendment No. 98 to
Registration Statement No. 2-17613 and
incorporated by reference herein.
(oo) Addendum to Fund Accounting Services
Agreement (Ivy High Yield Fund), filed with
Post-Effective Amendment No. 98 to
Registration Statement No. 2-17613 and
incorporated by reference herein.
(pp) Addendum to Administrative Services Agreement
(Ivy High Yield Fund), filed with Post-
Effective Amendment No. 98 to Registration
Statement No. 2-17613 and incorporated by
reference herein.
<PAGE>
(qq) Amended Addendum to Transfer Agency and
Shareholder Services Agreement (Ivy Developing Nations Fund, Ivy South America
Fund, Ivy US Emerging Growth Fund, Ivy High Yield Fund), filed with
Post-Effective Amendment No. 98 to Registration Statement No. 2-17613 and
incorporated by reference herein (a corrected version of which was filed with
Post-Effective Amendment No. 99).
(rr) Addendum to Transfer Agency and Shareholder
Services Agreement (Ivy US Blue Chip Fund),
filed with Post-Effective Amendment No. 101
to Registration Statement 2-17613 and
incorporated by reference herein.
(ss) Addendum to Fund Accounting Services
Agreement (Ivy US Blue Chip Fund), to be
filed with Post-Effective Amendment No. 101
to Registration Statement 2-17613 and
incorporated by reference herein.
(tt) Addendum to Administrative Services Agreement
(Ivy US Blue Chip Fund), filed with Post-
Effective Amendment No. 101 to Registration
Statement 2-17613 and incorporated by
reference herein.
10. Not applicable.
11. Not applicable.
12. Not applicable.
13. Not applicable.
14. Not applicable.
15. (a) Amended and Restated Distribution Plan for
Class A shares of Ivy China Region Fund, Ivy
Growth Fund, Ivy Growth with Income Fund,Ivy
International Fund and Ivy Emerging Growth
Fund, previously filed with Post-Effective
Amendment No. 74 to Registration Statement
No. 2-17613 is filed herein.
(b) Distribution Plan for Class B shares of Ivy
China Region Fund, Ivy Growth Fund, Ivy
Growth with Income Fund, Ivy International
Fund and Ivy Emerging Growth Fund, previously
filed with Post-Effective Amendment No. 74 to
Registration Statement No. 2-17613 is filed
herein.
(c) Distribution Plan for Class C Shares of Ivy
Growth with Income Fund, previously filed
<PAGE>
with Post-Effective Amendment No. 74 to
Registration Statement No. 2-17613 is filed
herein.
(d) Form of Rule 12b-1 Related Agreement,
previously filed with Post-Effective
Amendment No. 74 to Registration Statement
No. 2-17613 is filed herein.
(d)(1) Supplement to Master Amended and Restated
Distribution Plan for Ivy Fund Class A
Shares, previously filed with Post-Effective
Amendment No. 75 to Registration Statement
No. 2-17613 is filed herein.
(e) Supplement to Distribution Plan for Ivy Fund
Class B Shares, previously filed with Post-
Effective Amendment No. 75 to Registration
Statement No. 2-17613 to be filed by amendment.
(e)(1) Supplement to Master Amended and Restated
Distribution Plan for Ivy Fund Class A
Shares, previously filed with Post-Effective
Amendment No. 76 to Registration Statement
No. 2-17613 to be filed by amendment.
(f) Supplement to Distribution Plan for Ivy Fund
Class B Shares, previously filed with Post-
Effective Amendment No. 76 to Registration
Statement No. 2-17613 to be filed by amendment.
(g) Supplement to Master Amended and Restated
Distribution Plan for Ivy Fund Class A
Shares, previously filed with Post-Effective
Amendment No. 77 to Registration Statement
No. 2-17613 to be filed by amendment.
(h) Supplement to Distribution Plan for Ivy Fund
Class B Shares, previously filed with Post-
Effective Amendment No. 77 to Registration
Statement No. 2-17613 to be filed by amendment.
(i) Form of Supplement to Distribution Plan for
Ivy Growth with Income Fund Class C Shares
(Redesignation as Class D Shares), filed with
Post-Effective Amendment No. 84 to
Registration Statement No. 2-17613 and
incorporated by reference herein.
(j) Form of Distribution Plan for Class C shares
of Ivy Bond Fund, Ivy Canada Fund, Ivy China
Region Fund, Ivy Emerging Growth Fund, Ivy
Global Fund, Ivy Growth Fund, Ivy Growth with
Income Fund, Ivy International Fund, Ivy
<PAGE>
International Bond Fund, Ivy Latin America
Strategy Fund and Ivy New Century Fund, filed
with Post-Effective Amendment No. 85 to
Registration Statement No. 2-17613 and
incorporated by reference herein.
(k) Form of Supplement to Master Amended and
Restated Distribution Plan for Ivy Fund Class
A Shares (Ivy Global Science & Technology
Fund), filed with Post-Effective Amendment
No. 87 to Registration Statement No. 2-17613
and incorporated by reference herein.
(l) Form of Supplement to Distribution Plan for
Ivy Fund Class B Shares (Ivy Global Science &
Technology Fund), filed with Post-Effective
Amendment No. 87 to Registration Statement
No. 2-17613 and incorporated by reference
herein.
(m) Form of Supplement to Distribution Plan for
Ivy Fund Class C Shares (Ivy Global Science &
Technology Fund), filed with Post-Effective
Amendment No. 87 to Registration Statement
No. 2-17613 and incorporated by reference
herein.
(n) Form of Supplement to Master Amended and
Restated Distribution Plan for Ivy Fund Class
A Shares (Ivy Global Natural Resources Fund,
Ivy Asia Pacific Fund and Ivy International
Small Companies Fund), filed with Post-
Effective Amendment No. 89 to Registration
Statement No. 2-17613 and incorporated by
reference herein.
(o) Form of Supplement to Distribution Plan for
Ivy Fund Class B Shares (Ivy Global Natural
Resources Fund, Ivy Asia Pacific Fund
and Ivy International Small Companies Fund),
filed with Post-Effective Amendment No. 89 to
Registration Statement No. 2-17613 and
incorporated by reference herein.
(p) Form of Supplement to Distribution Plan for
Ivy Fund Class C Shares (Ivy Global Natural
Resources Fund, Ivy Asia Pacific Fund and Ivy
International Small Companies Fund), filed
with Post-Effective Amendment No. 89 to
Registration Statement No. 2-17613 and
incorporated by reference herein.
(q) Form of Supplement to Master Amended and
Restated Distribution Plan for Ivy Fund Class
<PAGE>
A Shares (Ivy Pan-Europe Fund), filed with
Post-Effective Amendment No. 94 to
Registration Statement No. 2-17613 and
incorporated by reference herein.
(r) Form of Supplement to Distribution Plan for
Ivy Fund Class B Shares (Ivy Pan-Europe
Fund), filed with Post-Effective Amendment
No. 94 to Registration Statement No. 2-17613
and incorporated by reference herein.
(s) Form of Supplement to Distribution Plan for
Ivy Fund Class C Shares (Ivy Pan-Europe
Fund), filed with Post-Effective Amendment
No. 94 to Registration Statement No. 2-17613
and incorporated by reference herein.
(t) Form of Supplement to Master Amended and
Restated Distribution Plan for Ivy Fund Class
A Shares (Ivy International Fund II), filed
with Post-Effective Amendment No. 94 to
Registration Statement No. 2-17613 and
incorporated by reference herein.
(u) Form of Supplement to Distribution Plan for
Ivy Fund Class B Shares (Ivy International
Fund II), filed with Post-Effective Amendment
No. 94 to Registration Statement No. 2-17613
and incorporated by reference herein.
(v) Form of Supplement to Distribution Plan for
Ivy Fund Class C Shares (Ivy International
Fund II), filed with Post-Effective Amendment
No. 94 to Registration Statement No. 2-17613
and incorporated by reference herein.
(w) Amendment to Master Amended and Restated
Distribution Plan for Ivy Fund Class A Shares
(Ivy Developing Nations Fund, Ivy South
America Fund, Ivy US Emerging Growth Fund),
filed with Post-Effective Amendment No. 98 to
Registration Statement No. 2-17613 and
incorporated by reference herein.
(x) Amendment to Distribution Plan for Ivy Fund
Class B Shares (Ivy Developing Nations Fund,
Ivy South America Fund, Ivy US Emerging
Growth Fund), filed with Post-Effective
Amendment No. 98 to Registration Statement
No. 2-17613 and incorporated by reference
herein.
(y) Amendment to Distribution Plan for Ivy Fund
Class C Shares (Ivy Developing Nations Fund,
<PAGE>
Ivy South America Fund, Ivy US Emerging
Growth Fund), filed with Post-Effective
Amendment No. 98 to Registration Statement
No. 2-17613 and incorporated by reference
herein.
(z) Supplement to Master Amended and Restated
Distribution Plan for Ivy Fund Class A Shares
(Ivy High Yield Fund), filed with Post-
Effective Amendment No. 98 to Registration
Statement No. 2-17613 and incorporated by
reference herein.
(aa) Supplement to Distribution Plan for Ivy Fund
Class B Shares (Ivy High Yield Fund), filed
with Post-Effective Amendment No. 98 to
Registration Statement No. 2-17613 and
incorporated by reference herein.
(bb) Supplement to Distribution Plan for Ivy Fund
Class C Shares (Ivy High Yield Fund), filed
with Post-Effective Amendment No. 98 to
Registration Statement No. 2-17613 and
incorporated by reference herein.
(cc) Supplement to Master Amended and Restated
Distribution Plan for Ivy Fund Class A Shares
(Ivy US Blue Chip Fund), filed with Post-
Effective Amendment No. 101 to Registration
Statement 2-17613 and incorporated by
reference herein.
(dd) Supplement to Distribution Plan for Ivy Fund
Class B Shares (Ivy US Blue Chip Fund), filed
with Post-Effective Amendment No. 101 to
Registration Statement 2-17613 and
incorporated by reference herein.
(ee) Supplement to Distribution Plan for Ivy Fund
Class C Shares (Ivy US Blue Chip Fund), filed
with Post-Effective Amendment No. 101 to
Registration Statement 2-17613 and
incorporated by reference herein.
16. Schedule of Computation of Standardized
Performance Quotations, previously filed with
Post-Effective Amendment No. 71 to Registration
Statement No. 2-17613 to be filed by amendment.
17. Not applicable.
18. (a) Plan adopted pursuant to Rule 18f-3 under the
Investment Company Act of 1940, filed with
Post-Effective Amendment No. 83 to
<PAGE>
Registration Statement No. 2-17613 and
incorporated by reference herein.
(b) Form of Amended and Restated Plan adopted
pursuant to Rule 18f-3 under the Investment
Company Act of 1940, filed with Post-
Effective Amendment No. 85 to Registration
Statement No. 2-17613 and incorporated by
reference herein.
(c) Form of Amended and Restated Plan adopted
pursuant to Rule 18f-3 under the Investment
Company Act of 1940, filed with Post-
Effective Amendment No. 87 to Registration
Statement No. 2-17613 and incorporated by
reference herein.
(d) Form of Amended and Restated Plan adopted
pursuant to Rule 18f-3 under the Investment
Company Act of 1940, filed with Post-
Effective Amendment No. 89 to Registration
Statement No. 2-17613 and incorporated by
reference herein.
(e) Form of Amended and Restated Plan adopted
pursuant to Rule 18f-3 under the Investment
Company Act of 1940, filed with Post-
Effective Amendment No. 92 to Registration
Statement No. 2-17613 and incorporated by
reference herein.
(f) Form of Amended and Restated Plan adopted
pursuant to Rule 18f-3 under the Investment
Company Act of 1940, filed with Post-
Effective Amendment No. 94 to Registration
Statement No. 2-17613 and incorporated by
reference herein.
(g) Form of Amended and Restated Plan adopted
pursuant to Rule 18f-3 under the Investment
Company Act of 1940, filed with Post-
Effective Amendment No. 96 to Registration
Statement No. 2-17613 and incorporated by
reference herein.
(h) Amended and Restated Plan adopted pursuant to
Rule 18f-3 under the Investment Company Act
of 1940, filed with Post-Effective Amendment
No. 98 to Registration Statement No. 2-17613
and incorporated by reference herein (a
corrected version of which was filed with
Post-Effective Amendment No. 99).
(i) Amended and Restated Plan adopted pursuant to
<PAGE>
Rule 18f-3 under the Investment Company Act
of 1940, filed with Post-Effective Amendment
No. 101 to Registration Statement 2-17613 and
incorporated by reference herein.
25. Not applicable.
26. Not applicable.
27. Indemnification
<PAGE>
A policy of insurance covering Ivy Management, Inc. and the Registrant will
insure the Registrant's trustees and officers and others against liability
arising by reason of an actual or alleged breach of duty, neglect, error,
misstatement, misleading statement, omission or other negligent act.
Reference is made to Article VIII of the Registrant's Amended and
Restated Declaration of Trust, dated December 10, 1992, filed
with Post-Effective Amendment No. 71 to Registration Statement
No. 2-17613 and incorporated by reference herein.
28. Business and Other Connections of Investment Adviser
Information Regarding Adviser and Subadviser Under Advisory Arrangements.
Reference is made to the Form ADV of each of Ivy Management, Inc., the adviser
to the Trust, Mackenzie Financial Corporation, the adviser to Ivy Canada Fund,
and Northern Cross Investments Limited (the successor to Boston Overseas
Investors, Inc.), the subadviser to Ivy International Fund.
The list required by this Item 28 of officers and directors of Ivy Management,
Inc. and Northern Cross Investments Limited, together with information as to any
other business profession, vocation or employment of a substantial nature
engaged in by such officers and directors during the past two years, is
incorporated by reference to Schedules A and D of each firm's respective Form
ADV.
29. Principal Underwriters
(a) Ivy Mackenzie Distribution, Inc. ("IMDI"),formerly
Mackenzie Ivy Funds Distributors, Inc., Via Mizner
Financial Plaza, 700 South Federal Highway, Suite 300,
Boca Raton, Florida 33432, Registrant's distributor, is
a subsidiary of Mackenzie Investment Management Inc.
("MIMI"), Via Mizner Financial Plaza, 700 South Federal
Highway, Suite 300, Boca Raton, Florida 33432. IMDI is
the successor to MIMI's distribution activities.
(b) The information required by this Item 29 regarding each
director, officer or partner of IMDI is incorporated by
reference to Schedule A of Form BD filed by IMDI pursuant to
the Securities Exchange Act of 1934.
(c) Not applicable
30. Location of Accounts and Records
The information required by this item is incorporated by
reference to Item 7 of Part II of Post-Effective Amendment
No. 46 to Registration Statement No. 2-17613.
31. Not applicable
<PAGE>
32. Undertakings
(a) Not applicable
(b) Not applicable.
(c) Registrant undertakes to furnish each person to whom a
prospectus is delivered with a copy of Registrant's latest
annual report to shareholders, upon request and without
charge.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Post-Effective Amendment No. 102 to
its Registration Statement pursuant to Rule 485(b) under the Securities Act of
1933 and has duly caused this Post-Effective Amendment No. 102 to its
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boston, and the Commonwealth of Massachusetts,
on the 18th day of November, 1998.
IVY FUND
By: Keith J. Carlson**
By: JOSEPH R. FLEMING President
Joseph R. Fleming, Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 102 to the Registration
Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
MICHAEL G. LANDRY* Trustee and Chairman 11/18/98
(Chief Executive Officer)
JOHN S. ANDEREGG, JR.* Trustee 11/18/98
PAUL H. BROYHILL* Trustee 11/18/98
STANLEY CHANNICK* Trustee 11/18/98
FRANK W. DEFRIECE, JR.* Trustee 11/18/98
ROY J. GLAUBER* Trustee 11/18/98
KEITH J. CARLSON** Trustee and President 11/18/98
JOSEPH G. ROSENTHAL* Trustee 11/18/98
RICHARD N. SILVERMAN* Trustee 11/18/98
J. BRENDAN SWAN* Trustee 11/18/98
C. WILLIAM FERRIS* Treasurer (Chief 11/18/98
Financial Officer)
By: JOSEPH R. FLEMING
Joseph R. Fleming, Attorney-in-Fact
* Executed pursuant to powers of attorney filed with
<PAGE>
Post-Effective Amendments Nos. 69, 73, 74, 84 and 89 to
Registration Statement No. 2-17613.
** Executed pursuant to power of attorney filed with
Post-Effective Amendment No. 89 to Registration Statement
No. 2-17613.
<PAGE>
<PAGE>
EXHIBIT INDEX
1(a) Amended and Restated Declaration of Trust dated
December 10, 1992
1(a)(1) Redesignation of Shares of Beneficial Interest and
Establishment and Designation of Additional Series and
Classes of Shares of Beneficial Interest
1(b) Amendment to Amended and Restated Declaration of Trust
1(c) Amendment to Amended and Restated Declaration of Trust
1(d) Establishment and Designation of Additional Series (Ivy
Emerging Growth Fund)
1(e) Redesignation of Shares (Ivy Growth with Income Fund--
Class A) and Establishment and Designation of
Additional Class (Ivy Growth with Income Fund--Class C)
1(f) Redesignation of Shares (Ivy Emerging Growth Fund--
Class A, Ivy Growth Fund--Class A and Ivy International
Fund--Class A)
1(g) Establishment and Designation of Additional Series (Ivy
China Region Fund)
1(h) Establishment and Designation of Additional Class (Ivy China
Region Fund--Class B, Ivy Emerging Growth Fund-- Class B, Ivy
Growth Fund--Class B, Ivy Growth with Income Fund--Class B and
Ivy International Fund--Class B)
1(i) Establishment and Designation of Additional Class (Ivy
International Fund--Class I)
1(j) Establishment and Designation of Series and Classes (Ivy Latin
American Strategy Fund--Class A and Class B, Ivy New Century
Fund--Class A and Class B)
1(k) Establishment and Designation of Series and Classes
(Ivy International Bond Fund--Class A and Class B)
1(l) Establishment and Designation of Series and Classes (Ivy Bond
Fund, Ivy Canada Fund, Ivy Global Fund, Ivy Short-Term US
Government Securities Fund (now known as Ivy Short-Term Bond
Fund) -- Class A and Class B)
1(m) Redesignation of Ivy Short-Term U.S. Government
Securities Fund as Ivy Short-Term Bond Fund
2 By-Laws, as amended
<PAGE>
5(a) Master Business Management and Investment Advisory
Agreement between Ivy Fund and Ivy Management, Inc. and
Supplements for Ivy Growth Fund, Ivy Growth with Income
Fund, Ivy International Fund and Ivy Money Market Fund
5(b) Subadvisory Contract by and among Ivy Fund, Ivy
Management, Inc. and Boston Overseas Investors, Inc.
5(c) Assignment Agreement relating to Subadvisory Contract
5(d) Business Management and Investment Advisory Agreement
Supplement for Ivy Emerging Growth Fund
5(e) Business Management and Investment Advisory Agreement
Supplement for Ivy China Region Fund
5(f) Business Management and Investment Advisory
Supplement for Ivy Latin America Strategy Fund
5(g) Business Management and Investment Advisory
Agreement Supplement for Ivy New Century Fund
5(h) Business Management and Investment Advisory
Agreement Supplement for Ivy International Bond Fund
5(i) Business Management and Investment Advisory Agreement
Supplement for Ivy Bond Fund, Ivy Global Fund and Ivy
Short-Term U.S. Government Securities Fund
5(j) Master Business Management Agreement between Ivy Fund
and Ivy Management, Inc.
5(k) Supplement to Master Business Agreement between
Ivy Fund and Ivy Management, Inc. (Ivy Canada Fund)
5(l) Investment Advisory Agreement between Ivy Fund
and Mackenzie Financial Corporation
6(a) Dealer Agreement, as amended
6(b) Amended and Restated Distribution Agreement
6(c) Addendum to Amended and Restated Distribution Agreement
8 Custodian Agreement between Ivy Fund and Brown Brothers
Harriman & Co.
9(a) Master Administrative Services Agreement between Ivy
Fund and Mackenzie Investment Management Inc. and
Supplements for Ivy Growth Fund, Ivy Growth with Income
Fund, Ivy International Fund and Ivy Money Market Fund
9(b) Addendum to Administrative Services Agreement
Supplement for Ivy International Fund
<PAGE>
9(c) Administrative Services Agreement Supplement for Ivy
Money Market Fund
9(c)(1) Administrative Services Agreement Supplement for Ivy
Emerging Growth Fund
9(d) Administrative Services Agreement Supplement for Ivy
China Region Fund
9(e) Administrative Services Agreement Supplement for Class
I Shares of Ivy International Fund
9(f) Master Fund Accounting Services Agreement between Ivy
Fund and Mackenzie Investment Management Inc. and
Supplements for Ivy Growth Fund, Ivy Emerging Growth
Fund and Ivy Money Market Fund
9(g) Fund Accounting Services Agreement Supplement for Ivy
Growth with Income Fund
9(h) Fund Accounting Services Agreement Supplement for Ivy
China Region Fund
9(i) Transfer Agency and Shareholder Services Agreement
between Ivy Fund and Ivy Management, Inc.
9(j) Addendum to Transfer Agency and Shareholder Services
Agreement
9(k) Assignment Agreement relating to Transfer Agency and
Shareholder Services Agreement
9(l) Administrative Services Agreement Supplement
for Ivy Latin America Strategy Fund
9(m) Administrative Services Agreement Supplement
for Ivy New Century Fund
9(n) Fund Accounting Services Agreement Supplement
for Ivy Latin America Strategy Fund
9(o) Fund Accounting Services Agreement Supplement
for Ivy New Century Fund
9(o)(1) Addendum to Transfer Agency and Shareholder
Services Agreement
9(p) Administrative Services Agreement Supplement
for Ivy International Bond Fund
9(q) Fund Accounting Services Agreement Supplement
for International Bond Fund
9(r) Addendum to Transfer Agency and Shareholder Services
<PAGE>
Agreement
9(s) Addendum to Transfer Agency and Shareholder Services
Agreement
9(t) Administrative Services Agreement Supplement for Ivy
Bond Fund, Ivy Global Fund and Ivy Short-Term U.S.
Government Securities Fund
9(u) Fund Accounting Services Agreement Supplement for Ivy
Bond Fund, Ivy Global Fund and Ivy Short-Term U.S.
Government Securities Fund
15(a) Amended and Restated Distribution Plan for Class A
shares of Ivy China Region Fund, Ivy Growth Fund, Ivy
Growth with Income Fund, Ivy International Fund and Ivy
Emerging Growth Fund
15(b) Distribution Plan for Class B shares of Ivy China
Region Fund, Ivy Growth Fund, Ivy Growth with Income
Fund, Ivy International Fund and Ivy Emerging Growth
Fund
15(c) Distribution Plan for Class C Shares of Ivy Growth with
Income Fund
15(d) Rule 12b-1 Related Agreement
15(d)(1) Supplement to Master Amended and Restated Distribution
Plan for Ivy Fund Class A Shares
<PAGE>
IVY FUND
DECLARATION OF TRUST
DATED DECEMBER 21, 1983
AS
AMENDED AND RESTATED
December 10, 1992
Principal Place of Business:
700 South Federal Highway
Suite 300
Boca Raton, FL 33432
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I -- Name and Definitions
Section 1. Name......................................................... 2
Section 2. Definitions.................................................. 2
ARTICLE II -- Purpose of Trust..................................... 4
- ----------------
ARTICLE III -- Shares
Section 1. Division of Beneficial Interest.............................. 4
Section 2. Class Designation............................................ 5
Section 3. Ownership of Shares.......................................... 7
Section 4. Investment in the Trust...................................... 7
Section 5. No Preemptive Rights......................................... 8
Section 6. Status of Shares and Limitation of
Personal Liability........................................... 8
ARTICLE IV -- The Trustees
Section 1. Election..................................................... 9
Section 2. Effect of Death, Resignation, etc.
of a Trustee................................................. 11
Section 3. Powers....................................................... 11
Section 4. Payment of Expenses by Trust................................. 16
Section 5. Ownership of Assets of the Trust............................. 17
Section 6. Advisory, Management and
Distribution................................................. 17
ARTICLE V -- Shareholders' Voting-Powers and Meetings
Section 1. Voting Powers................................................ 19
Section 2. Voting Power and Meetings.................................... 21
Section 3. Quorum and Required Vote..................................... 21
Section 4. Action by Written Consent.................................... 22
Section 5. Additional Provisions........................................ 23
ARTICLE VI - Distributions Redemptions and-Repurchases
Section 1. Distributions................................................ 23
Section 2. Redemptions and Repurchases.................................. 24
Section 3. Redemptions at the Option of
the Trust.................................................... 25
ARTICLE VII -- Compensation and Limitation of Liability
of Trustees
Section 1. Compensation................................................. 26
Section 2. Limitation of Liability...................................... 26
ARTICLE VIII -- Indemnification
Section 1. Trustees, Officers, etc...................................... 27
Section 2. Compromise Payment........................................... 29
Section 3. Indemnification.............................................. 30
Section 4. Shareholders................................................. 31
ARTICLE IX -- Miscellaneous
Section 1. Trustees, Shareholders, etc. Not
Personally Liable; Notice.................................... 32
Section 2. Trustee's Good Faith Action.................................. 33
Section 3. Liability of Third Persons Dealing
With Trustees................................................ 33
Section 4. Duration and Termination of Trust............................ 34
Section 5. Filing of Copies, References,
Headings..................................................... 35
Section 6. Applicable Law............................................... 35
Section 7. Amendments................................................... 36
<PAGE>
- 6 -
AGREEMENT AND
DECLARATION OF TRUST
OF
IVY FUND
DATED December 21, 1983
As Amended and Restated
December 10, 1992
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made on this 10th
day of December, 1992 by John S. Anderegg, Jr., Paul H. Broyhill, Stanley
Channick, Dale R. Congram, Frank W. DeFriece, Jr., Michael G. Landry, Glenn A.
Miller, James P. O'Donnell, Michael R. Peers, Joseph G. Rosenthal, Richard N.
Silverman, and James B. Swan (the "Trustees");
WHEREAS, there has heretofore been established a trust under the name
"Ivy Fund," for the investment and reinvestment of funds contributed thereto;
WHEREAS, a written instrument was filed with the Secretary of State of
the Commonwealth of Massachusetts, dated February 3, 1984 amending certain
provisions of the Agreement and Declaration of Trust:
WHEREAS, at a special meeting of Trust Shareholders held on November
17, 1992, the Shareholders of the Trust approved certain amendments to the
Agreement and Declaration of Trust;
WHEREAS, the Trustees desire to amend and restate such Agreement and
Declaration of Trust to reflect these changes as approved by the Shareholders;
and
WHEREAS, pursuant to Article IX, Section 7 of the Agreement and
Declaration of Trust, the amendment and restatement of the Agreement and
Declaration of Trust has been approved as herein provided.
NOW, THEREFORE, the Trustees declare that the Agreement and Declaration
of Trust of this trust be amended and restated as follows:
ARTICLE I
NAME AND DEFINITIONS
Section 1. This Trust shall be known as "Ivy Fund", and the Trustee
shall conduct the business of the Trust under that name or any other name as
they may from time to time determine.
Definitions
Section 2. Whenever used herein, unless otherwise required by the
context, or specifically provided:
(a) The "Trust" refers to the Massachusetts business trust established
by this Agreement and Declaration of Trust, as amended from time to time;
(b) "Trustees" refers to the Trustees of the Trust and their successor
or successors for the time being in office as such Trustees;
(c) "Shares" means the equal proportionate transferable units of
interest into which the beneficial interest in the Trust shall be divided from
time to time or, if more than one series of Shares is authorized by the
Trustees, the equal proportionate transferable units into which each series of
Shares shall be divided from time to time;
(d) "Shareholder" means a record owner of Shares;
(e) The "1940 Act" refers to the Investment Company Act of 1940 and the
Rules and Regulations thereunder, all as amended from time to time;
(f) The terms "Affiliated Person", "Assignment", "Commission",
"Interested Person", "Principal Underwriter" and "Majority Shareholder Vote"
(the 67% or 50% requirement of the third sentence of Section 2(a)(42) of the
1940 Act, whichever may be applicable) shall have the meanings given them in the
1940 Act;
(g) "Declaration of Trust" shall mean this Agreement and Declaration of
Trust as amended or restated from time to time;
(h) "Bylaws" shall mean the Bylaws of the Trust as amended from time to
time; and
(i) "Class" means one of the one or more classes established and
designated from time to time by the Trustees pursuant to Section 2 of Article
III hereof.
ARTICLE II
PURPOSE OF TRUST
Section 1. The Shares of the Trust shall be issued in one or more
separate and distinct series or Classes as the Trustees may, without shareholder
approval, authorize. Each series shall be preferred over all other series in
respect of the assets allocated to that series. The beneficial interest in each
series shall at all times be divided into Shares, without par value, each of
which shall represent an equal proportionate interest in the series with each
other Share of the same series, none having priority or preference over another.
The number of Shares authorized shall be unlimited. The Trustees may from time
to time divide or combine the Shares into a greater or lesser number without
thereby changing the proportionate beneficial interests in the series.
Class Designation
Section 2. The Trustees, in their discretion, may authorize the
division of the Shares of the Trust, or, if any series be established, the
Shares of any series, into two or more Classes, and the different Classes shall
be established and designated, and the variations in the relative rights and
preferences as between the different Classes shall be fixed and determined, by
the Trustees; provided, that all Shares of the Trust or of any series shall be
identical to all other Shares of the Trust or the same series, as the case may
be, except that there may be variations between different Classes as to
allocation of expenses, rights of redemption, special and relative rights as to
distributions and on liquidation, conversion rights, and conditions under which
the several Classes shall have separate voting rights. All references to Shares
in this Declaration shall be deemed to be Shares of any or all Classes as the
context may require.
If the Trustees shall divide the Shares of the Trust or any series into
two or more Classes, the following provisions shall be applicable.
(a) All provisions herein relating to the Trust, or any series of the
Trust, shall apply equally to each Class of Shares of the Trust or of any series
of the Trust, except as the context requires otherwise.
(b) The number of Shares of each Class that may be issued shall be
unlimited. The Trustees may classify or reclassify any unissued Shares of the
Trust or any series of any Shares previously issued and reacquired of any Class
of the Trust or of any series into one or more Classes that may be established
and designated from time to time. The Trustees may hold as treasury Shares (of
the same or some other Class), reissue for such consideration and on such terms
as they may determine, or cancel any Shares of any Class reacquired by the Trust
at their discretion from time to time.
(c) Liabilities, expenses, costs, charges and reserves related to the
distribution of, and other identified expenses that should properly be allocated
to, the Shares of a particular Class may be charged to and borne solely by such
Class and the bearing of expenses solely by a Class of shares may be
appropriately reflected (in a manner determined by the Trustees) and cause
differences in the net asset value attributable to, and the distribution,
redemption and liquidation rights of, the Shares of different Classes. Each
allocation of liabilities, expenses, costs, charges and reserves by the Trustees
shall be conclusive and binding upon the Shareholders of all Classes for all
purposes.
(d) The establishment and designation of any Class of Shares shall be
effective upon the execution of a majority of the then Trustees of an instrument
setting forth such establishment and designation and the relative rights and
preferences of such Class, or as otherwise provided in such instrument. The
Trustees may, by an instrument executed by a majority of their number, abolish
any Class and the establishment and designation thereof. Each instrument
referred to in this paragraph shall have the status of an amendment to this
Declaration.
Ownership of Shares
Section 3. The ownership of Shares shall be recorded on the books of
the Trust or a transfer or similar agent. No certificates certifying the
ownership of Shares shall be issued except as the Trustees may otherwise
determine from time to time. The Trustees may make such rules as they consider
appropriate for the issuance of Share certificates, the transfer of Shares and
similar matters. The record books of the Trust as kept by the Trust or any
transfer or similar agent, as the case may be, shall be conclusive as to who are
the Shareholders of each series or Class thereof and as to the number of Shares
of each series or Class thereof held from time to time by each Shareholder.
Investment in the Trust
Section 4. The Trustees shall accept investments in the Trust from such
persons and an such terms and for such consideration, which may consist of cash
or tangible or intangible property or a combination thereof, as they from time
to time authorize.
All consideration received by the Trust for the issue or sale of Shares
of each series, together with all income, earnings, profits, and proceeds
thereof, including any proceeds derived from the sale, exchange or liquidation
thereof, and any funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be, shall irrevocably belong to the
series of Shares with respect to which the same were received by the Trust for
all purposes, subject only to the rights of creditors and to the terms and
conditions of each Class (if any) of that series, and shall be so handled upon
the books of account of the Trust and are herein referred to as "assets of" such
series.
No Preemptive Rights
Section 5. Shareholders shall have the preemptive or other right to
subscribe to any additional Shares or other securities issued by the Trust.
Status of Shares and Limitation of Personal Liability
Section 6. Shares shall be deemed to be personal property giving only
the rights provided in this instrument. Every Shareholder by virtue of having
became a Shareholder shall be held to have expressly assented and agreed to the
terms hereof and to have become a party hereto. The death of a Shareholder
during the continuance of the Trust shall not operate to terminate the same nor
entitle the representative of any deceased Shareholder to an accounting or to
take any action in court or elsewhere against the Trust or the Trustees, but
only to the rights of said decedent under this Trust. Ownership of Shares shall
not entitle the Shareholder to any title in or to the whole or any part of the
Trust property or right to call for a partition or division of the same or for
an accounting, nor shall the ownership of Shares constitute the Shareholders
partners. Neither the Trust nor the Trustees, nor any officer, employee or agent
of the Trust shall have any power to bind personally any Shareholder, nor except
as specifically provided herein to call upon any Shareholder for the payment of
any sum of money or assessment whatsoever other than such as the Shareholder may
at any time personally agree to pay.
ARTICLE IV
THE TRUSTEES
Section 1. The initial Trustees shall be John S. Anderegg, Jr., R. Michael
Burns, Stanley Channick, Roy T. Glauber, Michael R. Peers, Richard N. Silverman
and William M. Watson.
At a date and time fixed by the Trustees which shall be prior to the
effective time of the sale of assets and liabilities of Ivy Fund, Inc. to the
Trust and the issuance of Trust Shares in exchange therefor pursuant to a plan
of reorganization, Ivy Fund, Inc., as sole shareholder of the Trust and acting
with the authorization of its own shareholders, shall elect Trustees to hold
office in accordance with the provisions of this Amended and Restated
Declaration of Trust.
A Trustee shall hold office during the lifetime of this Trust or until
he or she sooner dies, resigns, is removed or becomes disqualified. Any Trustee
may resign his trust by written instrument signed by him and delivered to the
other Trustees which shall take effect upon such delivery or upon such later
date as is specified therein. Any Trustee may be removed at any time by a
written instrument signed by at least two-thirds of the number of Trustees prior
to such removal, specifying the date when such removal shall become effective.
Any Trustee who requests in writing to be retired or who has become mentally or
physically incapacitated may be retired by written instrument signed by a
majority of the other Trustees, specifying the date of his retirement. Any
Trustee may be removed at any meeting of Shareholders of the Trust by a vote of
two-thirds of the outstanding Shares.
Effect of Death, Resignation, etc. of a Trustee
Section 2. The death, declination, resignation, disqualification,
retirement, removal or incapacity of the Trustees, or any one of them, shall not
operate to annul the Trust or to revoke any existing agency created pursuant to
the terms of this Amended and Restated Declaration of Trust.
Powers
Section 3. Subject to the provisions of this Amended and Restated
Declaration of Trust, the business of the Trust shall be managed by the
Trustees, and they shall have all powers necessary or convenient to carry out
that responsibility. Without limiting the foregoing, the Trustees may adopt
Bylaws not inconsistent with this Amended and Restated Declaration of Trust
providing for the conduct of the business of the Trust and may amend and repeal
them to the extent that such Bylaws do not reserve that right to the
Shareholders; they may fill vacancies in or add to their number subject to the
provisions of Section 16(a) of the 1940 Act, and may elect and remove such
officers and appoint and terminate such agents as they consider appropriate;
they may appoint from their own number, and terminate, any one or more
committees consisting of two or more Trustees, including an executive committee
which may, when the Trustees are not in session, exercise some or all of the
power and authority of the Trustees as the Trustees may determine; they may
employ one or more custodians of the assets of the Trust and may authorize such
custodians to employ subcustodians and to deposit all or any part of such assets
in a system or systems for the central handling of securities, retain a transfer
agent or a Shareholder servicing agent, or both, provide for the distribution of
Shares by the Trust, through one or more principal underwriters or otherwise,
set record dates for the determination of Shareholders with respect to various
matters, and in general delegate such authority as they consider desirable to
any officer of the Trust, to any committee of the Trustees and to any agent or
employee of the Trust or to any such custodian or underwriter.
Without limiting the foregoing, the Trustees shall have power and
authority:
(a) To invest and reinvest cash, and to hold cash uninvested;
(b) To sell, exchange, lend, pledge, mortgage, hypothecate,
write options on and lease any or all of the assets of the Trust;
(c) To vote or give assents, or exercise any rights of
ownership, with respect to stock or other securities or property; and
to execute and deliver proxies or powers of attorney to such person or
persons as the Trustees shall deem proper, granting to such person or
persons such power and discretion with relation to securities or
property as the Trustees shall deem proper;
(d) To exercise powers and rights of subscription or otherwise
which in any manner arise out of ownership of securities;
(e) To hold any security or property in a form not indicating
any trust, whether in bearer, unregistered or other negotiable form, or
in the name of the Trustees or of the Trust or in the name of a
custodian, subcustodian or other depositary or a nominee or nominees or
otherwise;
(f) To allocate assets, liabilities and expenses of the Trust
to a particular series of Shares (or Class thereof) or to apportion the
same among two or more series (or Classes thereof), provided that any
liabilities or expenses incurred by a particular series of Shares (or
Class thereof) shall be payable solely out of the assets of that series
(or Class thereof);
(g) To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or issuer,
any security of which is or was held in the Trust; to consent to any
contract, lease, mortgage, purchase or sale or property by such
corporation or issuer, and to pay calls or subscriptions with respect
to any security held in the Trust;
(h) To join with other security holders in acting through a
committee depository, voting trustee or otherwise, and in that
connection to deposit any security with, or transfer any security to,
any such committee, depositary or trustee, and to delegate to them such
power and authority with relation to any security (whether or not so
deposited or transferred) as the Trustees shall deem proper, and to
agree to pay, and to pay, such portion of the expenses and compensation
of such committee, depositary or trustee as the Trustees shall deem
proper;
(i) To compromise, arbitrate or otherwise adjust claims in
favor of or against the Trust or any matter in controversy, including
but not limited to claims for taxes;
(j) To enter into joint ventures, general or limited
partnerships and any other combinations or associations;
(k) To borrow funds;
(l) To endorse or guarantee the payment of any notes or other
obligations of any person; to make contracts of guaranty or suretyship,
or otherwise assume liability for payment thereof; and to mortgage and
pledge the Trust property or any part thereof to secure any of or all
such obligations;
(m) To purchase and pay for entirely out of Trust property
such insurance as they may deem necessary or appropriate for the
conduct of the business, including without limitation, insurance
policies insuring the assets of the Trust and payment of distributions
and principal on its portfolio investments, and insurance policies
insuring the Shareholders, Trustees, officers, employees, agents,
investments advisers or managers, principal underwriters, or
independent contractors of the Trust individually against all claims
and liabilities of every nature arising by reason of holding, being or
having held any such office or position, or by reason of any action
alleged to have been taken or omitted by any such person as
Shareholder, Trustee, officer, employee, agent, investment adviser or
manager, principal underwriter, or independent contractor, including
any action taken or omitted that may be determined to constitute
negligence, whether or not the Trust would have the power to indemnify
such person against such liability; and
(n) To pay pensions for faithful service, as deemed
appropriate by the Trustees, and to adopt, establish and carry out
pension, profit-sharing, share bonus, share purchase, savings, thrift
and other retirement, incentive and benefit plans, trusts and
provisions, including the purchasing of life insurance and annuity
contracts as a means of providing such retirement and other benefits,
for any or all of the Trustees, officers, employees and agents of the
Trust.
The Trustees shall not in any way be bound or limited by any present or
future law or custom in regard to investments by trustees. Except as otherwise
provided herein or from time to time in the Bylaws, any action to be taken by
the Trustees may be taken by a majority of the Trustees present at a meeting of
Trustees (a quorum being present), within or without Massachusetts, including
any meeting held by means of a conference telephone or other communications
equipment by means of which all persons participating in the meeting can hear
each other at the same time and participation by such means shall constitute
presence in person at a meeting, or by written consents of a two-thirds majority
of the Trustees then in office.
Payment of Expenses by Trust
Section 4. The Trustees are authorized to pay or to cause to be paid
out of the principal or income of the Trust, or partly out of principal and
partly out of income, as they deem fair, all expenses, fees, charges, taxes and
liabilities incurred or arising in connection with the Trust, or in connection
with the management thereof, including, but not limited to, the Trustees'
compensation and such expenses and charges for the services of the Trust's
officers, employees, investment adviser or manager, principal underwriter,
auditor, counsel, custodian, transfer agent, Shareholder servicing agent, and
such other agents or independent contractors and such other expenses and charges
as the Trustees may deem necessary or proper to incur, provided, however, that
all expenses, fees, charges, taxes and liabilities incurred or arising in
connection with a particular series of Shares shall be payable solely out of the
assets of that series.
Ownership of Assets of the Trust
Section 5. Title to all of the assets of each series of Shares or Class
thereof and of the Trust shall at all times be considered as vested in the
Trustees.
Advisory, Management and Distribution
Section 6. Subject to a favorable Majority Shareholder Vote, the
Trustees may, at any time and from time to time, contract for exclusive or
nonexclusive advisory and/or management services with any corporation, trust,
association or other organization (the "Manager"), every such contract to comply
with such requirements and restrictions as may be set forth in the Bylaws; and
any such contract may contain such other terms interpretive of or in addition to
said requirements and restrictions as the Trustees may determine, including,
without limitation, authority to determine from time to time what investments
shall be purchased, held, sold or exchanged and what portion, if any, of the
assets of the Trust shall be held uninvested and to make changes in the Trust's
investments. The Trustees may also, at any time and from time to time, contract
with the Manager or any other corporation, trust, association or other
organization, appointing it exclusive or nonexclusive distributor or principal
underwriter for the Shares, every such contract to comply with such requirements
and restrictions as may be set forth in the Bylaws; and any such contract may
contain such other terms interpretive of or in addition to said requirements and
restrictions as the Trustees may determine.
The fact that:
(i) any of the Shareholders, Trustees or officers of the Trust
is a shareholder, director, officer, partner, trustee, employee,
manager, adviser, principal underwriter or distributor or agent of or
for any corporation, trust, association, or other organization, or of
or for any parent or affiliate of any organization, with which an
advisory or management contract, or principal underwriter's or
distributor's contract, or transfer, Shareholder servicing or other
agency contract may have been or may hereafter be made, or that any
such organization, or any parent or affiliate thereof, is a Shareholder
or has an interest in the Trust, or that
(ii) any corporation, trust, association or other organization
with which an advisory or management contract or principal
underwriter's or distributor's contract, or transfer, Shareholder
servicing or other agency contract may have been or may hereafter be
made also has an advisory or management contract, or principal
underwriter's or distributor's contract, or transfer, Shareholder
servicing or other agency contract with one or more other corporations,
trusts, associations, or other organizations, or has other business or
interests
shall not affect the validity of any such contract or disqualify any
Shareholder, Trustee or officer of the Trust from voting upon or executing the
same or create any liability or accountability to the Trust or its Shareholders.
ARTICLE V
SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 1. The Shareholders shall have power to vote only (i) for the
election of Trustees as provided in Article IV, Section 1, (ii) with respect to
any Manager as provided in Article IV, Section 6, (iii) with respect to any
termination of this Trust to the extent and as provided in Article IX, Section
4, (iv) with respect to any amendment of this Amended and Restated Declaration
of Trust to the extent and as provided in Article IX, Section 7, (v) to the same
extent as the stockholders of a Massachusetts business corporation as to whether
or not a court action, proceeding or claim should or should not be brought or
maintained derivatively or as a class action on behalf of the Trust or the
Shareholders, (vi) for the removal of Trustees as provided in Article IV,
Section 1 and (vii) with respect to such additional matters relating to the
Trust as may be required by law, this Amended and Restated Declaration of Trust,
the Bylaws or any registration of the Trust with the Commission (or any
successor agency) or any state, or as the Trustees may consider necessary or
desirable. Each whole Share shall be entitled to one vote as to any matter on
which it is entitled to vote and each fractional Share shall be entitled to a
proportionate fractional vote. Notwithstanding any other provision of this
Amended and Restated Declaration of Trust, on any matter submitted to a vote of
Shareholders, all Shares of the Trust then entitled to vote shall be voted by
individual series or Class, as appropriate, except (1) when required by the 1940
Act, Shares shall be voted in the aggregate and not by individual series or
Classes; and (2) when the Trustees have determined that the matter affects only
the interests of one or more series or Classes, then only Shareholders of such
series or Classes shall be entitled to vote thereon. There shall be no
cumulative voting in the election of Trustees. Shares may be voted in person or
by proxy. A proxy with respect to Shares held in the name of two or more persons
shall be valid if executed by any one of them unless at or prior to exercise of
the proxy the Trust receives a specific written notice to the contrary from any
one of them. A proxy purporting to be executed by or on behalf of a Shareholder
shall be deemed valid unless challenged at or prior to its exercise and the
burden of proving invalidity shall rest on the challenger. Until Shares are
issued, the Trustees may exercise all rights of Shareholders and may take any
action required by law, this Amended and Restated Declaration of Trust or the
Bylaws to be taken by Shareholders.
Voting Power and Meetings
Section 2. Meetings of the Shareholders may be called by the Trustees
from time to time for the purpose of taking action upon any matter requiring the
vote or authority of the Shareholders as herein provided or upon any other
matter deemed by the Trustees to be necessary or desirable. Written notice of
any meeting of Shareholders shall be given or caused to be given by the Trustees
by mailing such notice at least seven days before such meeting, postage prepaid,
stating the time, place and purpose of the meeting, to each Shareholder at the
Shareholder's address as it appears on the records of the Trust. If the Trustees
shall fail to call or give notice of any meeting of Shareholders for a period of
30 days after written application by Shareholders holding at least 10% of the
Shares then outstanding requesting a meeting to be called for a purpose
requiring action by the Shareholders as provided herein or in the Bylaws, then
Shareholders holding at least 10% of the Shares then outstanding may call and
give notice of such meeting, and thereupon the meeting shall be held in the
manner provided for herein in case of call thereof by the Trustees.
Quorum and Required Vote
Section 3. A majority of Shares entitled to vote shall be a quorum for
the transaction of business at a Shareholders' meeting, except that where any
provisions of law or of this Amended and Restated Declaration of Trust permits
or requires that holders of any series shall vote as a series or any Class shall
vote as a Class, then a majority of the aggregate number of Shares of that
series or Class entitled to vote shall be necessary to constitute a quorum for
the transaction of business by that series or Class. Any lesser number shall be
sufficient for adjournments. Any adjourned session or sessions may be held,
within a reasonable time after the date set for the original meeting, without
the necessity of further notice. Except when a larger vote is required by any
provision of this Amended and Restated Declaration of Trust or the Bylaws, a
majority of the Shares voted shall decide any questions and a plurality shall
elect a Trustee, provided that where any provision of law or of this Amended and
Restated Declaration of Trust permits or requires that. the holders of any
series or Class shall vote as a series or Class, then a majority of the Shares
of that series or Class voted on the matter (or a plurality with respect to the
election of a Trustee) shall decide that matter insofar as that series or Class
is concerned. Notwithstanding anything to the contrary contained herein, a
plurality of each series shall be required to elect a Trustee.
Action by Written Consent
Section 4. Any action taken by Shareholders may be taken without a
meeting if a majority of Shareholders entitled to vote on the matter (or such
larger proportion thereof as shall be required by any express provision of this
Amended and Restated Declaration of Trust or the Bylaws) consent to the action
in writing and such written consents are filed with the records of the meetings
of Shareholders. Such consent shall be treated for all purposes as a vote taken
at a meeting of Shareholders.
Additional Provisions
Section 5. The Bylaws may include further provisions of Shareholders'
votes and meetings and related matters.
ARTICLE VI
DISTRIBUTIONS, REDEMPTIONS AND REPURCHASES
Section 1. The Trustees may each year, or more frequently if they so
determine, distribute to the Shareholders of each series or Class thereof such
income and capital gains, accrued or realized, as the Trustees may determine,
after providing for actual and accrued expenses and liabilities (including such
reserves as the Trustees may establish) determined in accordance with good
accounting practices. The Trustees shall have full discretion to determine which
items shall be treated as income and which items as capital and their
determination shall be binding upon the Shareholders. Distributions of each
year's income of each series (or Class thereof) shall be distributed pro rata to
Shareholders in proportion to the number of Shares of each series (or Class
thereof) held by each of them. Such distributions shall be made in cash or
Shares or a combination thereof as determined by the Trustees. Any such
distribution paid in Shares will be paid at the net asset value thereof as
determined in accordance with the Bylaws.
Redemptions and Repurchases
Section 2. The Trust shall purchase such Shares as are offered by any
Shareholder for redemption, upon the presentation of any certificate for the
Shares to be purchased, a proper instrument of transfer and a request directed
to the Trust or a person designated by the Trust that the Trust purchase such
Shares, or in accordance with such other procedures for redemption as the
Trustees may from time to time authorize; and the Trust will pay therefor the
net asset value thereof, as next determined in accordance with the Bylaws.
Payment for said Shares shall be made by the Trust to the Shareholder within
seven days after the date on which the request is made. The obligation set forth
in this Section 2 is subject to the provision that in the event that any time
the New York Stock Exchange is closed for other than customary weekends or
holidays, or, if permitted by rules of the Commission, during periods when
trading on the Exchange is restricted or during any emergency which makes it
impractical for the Trust to dispose of its investments or to determine fairly
the value of its net assets, or during any other period permitted by order of
the Commission for the protection of investors, such obligation may be suspended
or postponed by the Trustees. The Trust may also purchase or repurchase Shares
at a price not exceeding the net asset value of such Shares in effect when the
purchase or repurchase or any contract to purchase or repurchase is made.
Redemptions at the Option of the Trust
Section 3. The Trust shall have the right at its option and at any time
to redeem Shares of any Shareholder at the net asset value thereof as determined
in accordance with the Bylaws: (i) if at such time such Shareholder owns fewer
Shares than, or Shares having an aggregate net asset value of less than, an
amount determined from time to time by the Trustees; or (ii) to the extent that
such Shareholder owns Shares of a particular series of Shares or Class thereof
equal to or in excess of a percentage of the outstanding Shares of that series
or Class thereof determined from time to time by the Trustees; or (iii) to the
extent that such Shareholder owns Shares of the Trust representing a percentage
equal to or in excess of such percentage of the aggregate number of outstanding
Shares of the Trust or the aggregate net asset value of the Trust determined
from time to time by the Trustees.
ARTICLE VII
COMPENSATION AND LIMITATION OF LIABILITY OF TRUSTEES
Section 1. The Trustees as such shall be entitled to reasonable
compensation from the Trust; they may fix the amount of their compensation.
Nothing herein shall in any way prevent the employment of any Trustee for
advisory, management, legal, accounting, investment banking or other services
and payment for the same by the Trust.
Limitation of Liability
Section 2. The Trustees shall not be responsible or liable in any event
for any neglect or wrongdoing of any officer, agent, employee, manager or
principal underwriter of the Trust, nor shall any Trustee be responsible for the
act or omission of any other Trustee, but nothing herein contained shall protect
any Trustee against any liability to which he or she would otherwise be subject
by reason of wilful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his or her office.
Every note, bond, contract, instrument, certificate or undertaking and
every other act or thing whatsoever executed or done by or on behalf of the
Trust or the Trustees or any of them in connection with the Trust shall be
conclusively deemed to have been executed or done only in or with respect to
their or his or her capacity as Trustees or Trustee, and such Trustees or
Trustee shall not be personally liable thereon.
ARTICLE VIII
INDEMNIFICATION
Section 1. The Trust shall indemnify each of its Trustees and officers
(including persons who serve at the Trust's request as directors, officers or
trustees of another organization in which the Trust has any interest as a
shareholder, creditor or otherwise) (hereinafter referred to as a "Covered
Person") against all liabilities and expenses, including but not limited to
amounts paid in satisfaction of judgments, in compromise or as fines and
penalties, and counsel fees reasonably incurred by any Covered Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or administrative or
legislative body, in which such Covered Person may be or may have been involved
as a party or otherwise or with which such Covered Person may be or may have
been threatened, while in office or thereafter, by reason of being or having
been such a Covered Person except with respect to any matter as to which such
Covered Person shall have been finally adjudicated in any such action, suit or
other proceeding (a) not to have acted in good faith in the reasonable belief
that such Covered Person's action was in the best interests of the Trust or (b)
to be liable to the Trust or its Shareholders by reason of wilful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's office. Expenses, including counsel fees so
incurred by any such Covered Person (but excluding amounts paid in satisfaction
of judgments, in compromise or as fines or penalties), shall be paid from time
to time by the Trust in advance of the final disposition of any such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such
Covered Person to repay amounts so paid to the Trust if it is ultimately
determined that indemnification of such expenses is not authorized under this
Article, provided, however, that either (a) such Covered Person shall have
provided appropriate security for such undertaking, (b) the Trust shall be
insured against losses arising from any such advance payments or (c) either a
majority of the disinterested Trustees acting on the matter (provided that a
majority of the disinterested Trustees then in office act on the matter), or
independent legal counsel in a written opinion, shall have determined, based
upon a review of readily available facts (as opposed to a full trial type
inquiry) that there is reason to believe that such Covered Person will be found
entitled to indemnification under this Article.
Compromise Payment
Section 2. As to any matter disposed of (whether by a compromise
payment, pursuant to a consent decree or otherwise) without an adjudication by a
court, or by any other body before which the proceeding was brought, that such
Covered Person either (a) did not act in good faith in the reasonable belief
that his action was in the best interests of the Trust or (b) is liable to the
Trust or its Shareholders by reason of wilful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office, indemnification shall be provided if (a) approved as in the best
interests of the Trust, after notice that it involves such indemnification, by
at least a majority of the disinterested Trustees acting on the matter (provided
that a majority of the disinterested Trustees then in office act on the matter)
upon a determination, based upon a review of readily available facts (as opposed
to a full trial type inquiry) that such Covered Person acted in good faith in
the reasonable belief that his action was in the best interests of the Trust and
is not liable to the Trust or its Shareholders by reasons of wilful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of his or her office, or (b) there has been obtained an opinion in
writing of independent legal counsel, based upon a review of readily available
facts (as opposed to a full trial type inquiry) to the effect that such Covered
Person appears to have acted in good faith in the reasonable belief that his
action was in the best interests of the Trust and that such indemnification
would not protect such Person against any liability to the Trust to which he
would otherwise be subject by reason of wilful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office. Any approval pursuant to this Section shall not prevent the recovery
from any Covered Person of any amount paid to such Covered Person in accordance
with this Section as indemnification if such Covered Person is subsequently
adjudicated by a court of competent jurisdiction not to have acted in good faith
in the reasonable belief that such Covered Person's action was in the best
interests of the Trust or to have been liable to the Trust or its Shareholders
by reason of wilful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such Covered Person's office.
Indemnification Not Exclusive
Section 3. The right of indemnification hereby provided shall not be
exclusive of or affect any other rights to which such Covered Person may be
entitled. As used in this Article VIII, the term "Covered Person" shall include
such person's heirs, executors and administrators and a "disinterested Trustee"
is a Trustee who is not an "interested person" of the Trust as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as amended, (or who has
been exempted from being an "interested person" by any rule, regulation or order
of the Commission) and against whom none of such actions, suits or other
proceedings or another action, suit or other proceeding on the same or similar
grounds is then or has been pending. Nothing contained in this Article shall
affect any rights to indemnification to which personnel of the Trust, other than
Trustees or officers, and other persons may be entitled by contract or otherwise
under law, nor the power of the Trust to purchase and maintain liability
insurance on behalf of any such person.
Shareholders
Section 4. In case any Shareholder or former Shareholder shall be held
to be personally liable solely by reason of his or her being or having been a
Shareholder and not because of his or her acts or omissions or for some other
reason, the Shareholder or former Shareholder (or his or her heirs, executors,
administrators or other legal representatives or in the case of a corporation or
other entity, its corporate or other general successor) shall be entitled to be
held harmless from and indemnified against all loss and expense arising from
such liability, but only out of the assets of the particular series or Class of
Shares which he or she is or was a Shareholder.
ARTICLE IX
MISCELLANEOUS
Section 1. All Persons extending credit to, contracting with or having
any claim against the Trust or a particular series or Class of Shares shall look
only to the assets of the Trust or the assets of that particular series or Class
of Shares for payment under such credit, contract or claim; and neither the
Shareholders nor the Trustees, nor any of the Trust's officers, employees or
agents, whether past, present or future, shall be personally liable therefor.
Nothing in this Amended and Restated Declaration of Trust shall protect any
Trustee against any liability to which such Trustee would otherwise be subject
by reason of wilful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of the office of Trustee.
Every note, bond, contract, instrument, certificate or undertaking made
or issued by the Trustees or by any officer or officers shall give notice that
this Amended and Restated Declaration of Trust is on file with the Secretary of
The Commonwealth of Massachusetts and shall recite that the same was executed or
made by or on behalf of the Trust or by them as Trustee or Trustees or as
officer or officers and not individually and that the obligations of such
instrument are not binding upon any of them or the Shareholders individually but
are binding only upon the assets and property of the Trust, and may contain such
further recital as he or she or they may deem appropriate, but the omission
thereof shall not operate to bind any Trustee or Trustees or officer or officers
or Shareholder or Shareholders individually.
Trustee's Good Faith Action, Expert Advice, No Bond or Surety
Section 2. The exercise by the Trustees of their powers and discretion
hereunder shall be binding upon everyone interested. A Trustee shall be liable
for his or her own wilful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of the office of Trustee, and
for nothing else, and shall not be liable for errors of judgment or mistakes of
fact or law. The Trustees may take advice of counsel or other experts with
respect to the meaning and operation of this Amended and Restated Declaration of
Trust, and shall be under no liability for any act or omission in accordance
with such advice or for failing to follow such advice. The Trustees shall not be
required to give any bond as such, nor any surety if a bond is required.
Liability of Third Persons Dealing with Trustees
Section 3. No person dealing with the Trustees shall be bound to make
any inquiry concerning the validity of any transaction made or to be made by the
Trustees or to see to the application of any payments made or property
transferred to the Trust or upon its order.
Duration and Termination of Trust
Section 4. Unless terminated as provided herein, the Trust shall
continue without limitation of time. The Trust may be terminated at any time by
vote of Shareholders holding at least 66-2/3% of the Shares of each series
entitled to vote or by the Trustees by written notice to the Shareholders. Any
series of Shares may be terminated at any time by vote of Shareholders holding
at least 66-2/3% of the Shares of such series entitled to vote or by the
Trustees by written notice to the Shareholders of such series.
Upon termination of the Trust or of any one or more series or Classes
of Shares, after paying or otherwise providing for all charges, taxes, expenses
and liabilities, whether due or accrued or anticipated, of the Trust or of the
particular series or Class as may be determined by the Trustees, the Trust shall
in accordance with such procedures as the Trustees consider appropriate reduce
the remaining assets to distributable form in cash or shares or other
securities, or any combination thereof, and distribute the proceeds to the
Shareholders of the series or Class involved, ratably according to the number of
Shares of such series or Class held by the several Shareholders of such series
or Class on the date of termination.
Filing of Copies, References, Headings
Section 5. The original or a copy of this instrument and of each
amendment hereto shall be kept at the office of the Trust where it may be
inspected by any Shareholder. A copy of this instrument and of each amendment
hereto shall be filed by the Trust with the Secretary of The Commonwealth of
Massachusetts and any other governmental office where such filing may from time
to time be required. Anyone dealing with the Trust may rely on a certificate by
an officer of the Trust as to whether or not any such amendments have been made
and as to any matters in connection with the Trust hereunder, and, with the same
effect as if it were the original, may rely on a copy certified by an officer of
the Trust to be a copy of this instrument or of any such amendments. In this
instrument and in any such amendment, references to this instrument, and all
expressions like "herein," "hereof," and "hereunder" shall be deemed to refer to
this instrument as amended or affected by any such amendments. Headings are
placed herein for convenience of reference only and shall not be taken as a part
hereof or control or affect the meaning, construction or effect of this
instrument. This instrument may be executed in any number of counterparts each
of which shall be deemed an original.
Applicable Law
Section 6. This Amended and Restated Declaration of Trust is made in
The Commonwealth of Massachusetts, and it is created under and is to be governed
by and construed and administered according to the laws of said Commonwealth.
The Trust shall be of the type commonly called a Massachusetts business trust,
and without limiting the provisions hereof, the Trust may exercise all powers
which are ordinarily exercised by such a trust.
Amendments
Section 7. This Amended and Restated Declaration of Trust may be
amended at any time by an instrument in writing signed by a majority of the then
Trustees when authorized to do so by vote of Shareholders holding a majority of
the Shares entitled to vote, except that an amendment which shall affect the
holders of one or more series or Classes of Shares but not the holders of all
outstanding series or Classes shall be authorized by vote of the Shareholders
holding a majority of the Shares entitled to vote of each series or Class
affected and no vote of Shareholders of a series or Class not affected shall be
required. Amendments having the purpose of changing the name of the Trust or of
supplying any omission, curing any ambiguity or curing, correcting or
supplementing any defective or inconsistent provision contained herein shall not
require authorization by Shareholder vote.
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this instrument this
10th of December, 1992.
/S/ JOHN S. ANDEREGG, JR. /S/ PAUL H. BROYHILL
John S. Anderegg, Jr. Paul H. Broyhill
as trustee, not indivudally as trustee, not individually
Dynamics Research Corp. Box 500, Glenview Park
60 Concord Street Lenior, NC 28645
Wilmington, MA 01887
/S/ STANLEY CHANNICK /S/ DALE R. CONGRAM
Stanley Channick Dale R. Congram
as trustee, not individually as trustee, not individually
The Whitestone Corp. Manulife Financial
One Bala Avenue, Suite 208 2000 Mansfield, Suite 300
516 Holston Avenue Montreal, Quebec H3A 2Y9
Bristol, TN 37620
/S/ FRANK W. DEFRIECE, JR. /S/ MICHAEL G. LANDRY
Frank W. DeFriece, Jr. Michael G. Landry
as trustee, not individually as trustee, not individually
Holston Plaza, Suite 208 Mackenzie Investment
516 Holston Avenue Management Inc.
Bristonl, TN 37620 700 South Federal Highway
Suite 300
Boca Raton, FL 33432
/S/ GLENN A. MILLER /S/ JAMES F. O'DONNELL
Glenn A. Miller James F. O'Donnell
as trustee, not individually as trustee, not individually
P.O. Box 25 Mackenzie Financial Corporation
370 King Street West, Suite 530 Toronto, Ontario M53 3B5
Toronto, Ontario M5V 1J9
/S/ MICHAEL R. PEERS /S/ JOSEPH G. ROSENTHAL
Michael R. Peers Joseph G. Rosenthal
as trustee, not individually as trustee, not individually
c/o Brattel Inc. 110 Jardin Drive, Unit #12
44 School Street, Suite 415 Concord, Ontario L4K 2T7
Boston, MA 02108
/S/ RICHARD N. SILVERMAN /S/ JAMES B. SWAN
Richard N. Silverman James B. Swan
as trustee, not individually as trustee, not individually
18 Bonnybrook Road Airspray International
Waban, MA 02168 4701 North Federal Highway
Pompano Beach, FL 33064
IVY FUND
Redesignation of Shares of Beneficial Interest and
Establishment and Designation of Additional Series and
Classes of Shares of Beneficial Interest,
No Par Value Per Share
-------------------------------------------
WHEREAS, Article III of the Agreement and Declaration of Trust, dated
December 21, 1983, as amended and restated December 10, 1992, (the "Declaration
of Trust") of Ivy Fund (the "Trust"), a business trust organized under the laws
of the Commonwealth of Massachusetts, provides that the Trustees of the Trust
may establish and designate new classes of shares of beneficial interest of the
Trust by an instrument in writing executed by a majority of the then Trustees of
the Trust and setting forth such establishment and designation and the relative
rights and preferences of such classes;
NOW THEREFORE, the undersigned, being a majority of the Trustees of the
Trust, acting pursuant to Article III of the Declaration of Trust, having
divided the shares of beneficial interest of the Trust into four separate
series, designated "Ivy Growth Fund," "Ivy Growth with Income Fund," "Ivy
International Fund" and "Ivy Money Market Fund," hereby divide the shares of
beneficial interest of the Trust into one additional separate series designated
"Ivy Emerging Growth Fund" (individually, the "Fund," and collectively with the
other four series of the Trust, the "Series"), having the following special and
relative rights:
1. The Fund shall be authorized to hold cash and invest in securities
and instruments and use investment techniques as described in the Trust's
registration statement under the Securities Act of 1933, as amended from time to
time. Each share of beneficial interest, no par value per share, of the Fund
("share") shall be redeemable as provided in the Declaration of Trust, shall be
entitled to one vote (or fraction thereof in respect of a fractional shares) on
matters on which shares of the Fund shall be entitled to vote and shall
represent a pro rata beneficial interest in the assets allocated to the Fund.
The proceeds of sales of shares of the Fund, together with any income and gain
thereon, less any diminution or expenses thereof, shall irrevocably belong to
the Fund, unless otherwise required by law. Each share of the Fund shall be
entitled to receive its pro rata share of net assets of the Fund upon
liquidation of the Fund. Upon redemption of a shareholder's shares, or
indemnification for liabilities incurred by reason of a shareholder being or
having been a shareholder of the Fund, such shareholder shall be paid solely out
of the property of the Fund.
2. Shareholders of the Fund shall vote separately as a Series on any
matter except as may be required by applicable federal or state law or by an
order of the Securities and Exchange Commission.
3. The assets and liabilities of the Trust existing on the date hereof
shall, except as provided below, be allocated among Ivy Growth Fund, Ivy Growth
with Income Fund, Ivy International Fund and Ivy Money Market Fund and
hereafter, the assets and liabilities of the Trust shall be allocated among all
of the Series as set forth in the Declaration of Trust, except as provided
below:
(a) Costs incurred by the Trust on behalf of the Fund in
connection with the organization, registration and public
offering of shares of the Fund shall be allocated to the Fund
and shall be amortized by the Fund in accordance with
applicable law and generally accepted accounting principles.
(b) The liabilities, expenses, costs, charges or reserves of the
Trust which are not readily identifiable as belonging to any
particular Series shall be allocated among the Series on the
basis of their relative average daily net assets.
(c) The Trustees may from time to time in particular cases make
specific allocations of assets or liabilities among the
Series.
4. The Trustees (including any successor Trustees) shall have the right
at any time and from time to time to reallocate assets and expenses or to change
the designation of any Series now or hereafter created, or to otherwise change
the special and relative rights of any such Series, provided that such change
shall not adversely affect the rights of shareholders of a Series.
FURTHERMORE, the undersigned, acting pursuant to Article III of the
Declaration of Trust, hereby (a) redesignate the shares of beneficial interest
of the Trust outstanding as of March , 1993 originally designated as shares of
beneficial interest of "Ivy Growth Fund," "Ivy Growth with Income Fund" and "Ivy
International Fund" as shares of beneficial interest of "Ivy Growth Fund--Class
A," "Ivy Growth with Income Fund--Class A" and "Ivy International Fund--Class
A," respectively, and (b) classify and designate an unlimited number of
authorized, unissued and unclassified shares of beneficial interest of the Trust
as "Ivy Emerging Growth Fund--Class A."
FURTHERMORE, the undersigned, having so redesignated the shares of
beneficial interest of the Ivy Growth Fund, the Ivy Growth with Income Fund and
the Ivy International Fund series of the Trust, and having established and
designated the Ivy Emerging Growth Fund as an additional series of the Trust,
hereby divide, pursuant to Article III, Section 2 of the Declaration of Trust,
the shares of beneficial interest of each of said four series of the Trust
(hereinafter referred to collectively as the "Ivy Equity Funds") into one
additional class, to be designated "Ivy Growth Fund--Class B," "Ivy Growth with
Income Fund--Class B," "Ivy International Fund--Class B" and "Ivy Emerging
Growth Fund--Class B," respectively, having the following special and relative
rights:
The shares of beneficial interest of each of the Ivy Equity
Funds--Class B, no par value per share, (hereinafter referred to as the "Class B
Shares") shall be subject to all provisions of the Declaration of Trust relating
to shares of the Trust generally, and those set forth as follows:
(a) The assets belonging to each Ivy Equity Fund's Class B Shares
shall be invested in the same investment portfolio of the
Trust as the assets belonging to that Ivy Equity Fund's Class
A Shares.
(b) The dividends and distributions with respect to each Ivy Equity Fund's
Class B Shares shall be in such amount as may be declared from time to time by
the Trust's Board of Trustees, and such dividends and distributions may vary
from dividends and distributions with respect to that Ivy Equity Fund's Class A
Shares to reflect differing allocations of the expenses of the Trust between the
holders of the two classes and to equalize the net asset value per share of the
two classes, to such extent and for such purposes as the Board of Trustees may
deem appropriate. The allocation of investment income or capital gains and
expenses and liabilities of the Trust between the Ivy Equity Funds' Class A
Shares and the Ivy Equity Funds' Class B Shares shall be determined in a manner
that is consistent with the order dated , 1993 ------------------ (Investment
Company Act of 1940 Release No. ) issued by the Securities and Exchange
- ---------- Commission in connection with the application for exemption filed by
Ivy Fund, The Mackenzie Funds Inc., Mackenzie Investment Management Inc. and Ivy
Management Inc. (the "Order"), any amendment to such Order or any rule or
interpretation under the 1940 Act that modifies or supercedes such Order.
(c) The proceeds of the redemption of Class B Shares (including a
fractional share) shall be reduced by the amount of any
contingent deferred sales charge payable upon such redemption
pursuant to the terms of the issuance of such shares.
(d) The holders of Class B Shares shall have (i) exclusive voting
rights with respect to matters on which the holders of Class B
Shares shall be entitled to exclusive voting rights under
applicable federal or state law or pursuant to the Order and
(ii) no voting rights with respect to matters on which the
holders of Class A Shares (or such other class of shares as
may be established and designated from time to time) shall be
entitled to exclusive voting rights under applicable federal
or state law or pursuant to the Order.
<PAGE>
The undersigned, being a majority of the Trustees of the Trust, hereby
determine that the foregoing shall be effective upon filing with the office of
the Secretary of the Commonwealth of Massachusetts.
/S/ JOHN S. ANDEREGG, JR /S/ DALE CONGRAM
John S. Anderegg, Jr., as Trustee Dale Congram, as Trustee
/S/ PAUL H. BROYHILL /S/ FRANK W. DEFRIECE, JR.
Paul H. Broyhill, as Trustee Frank W. DeFriece, Jr., as Trustee
/S/ STANLEY CHANNICK /S/ MICHAEL G. LANDRY
Stanley Channick, as Trustee Michael G. Landry, as Trustee
/S/ GLENN A. MILLER /S/ JOSEPH G. ROSENTHAL
Glenn A. Miller, as Trustee Joseph G. Rosenthal, as Trustee
/S/ JAMES F. O'DONNELL /S/ RICHARD N. SILVERMAN
James F. O'Donnell, as Trustee Richard N. Silverman, as Trustee
______________________________________ /S/ JAMES B. SWAN
Michael R. Peers, as Trustee James B. Swan, as Trustee
AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT
AND DECLARATION OF TRUST OF IVY FUND
We, the undersigned, being at least a majority of the Trustees of Ivy
Fund (the "Trust"), a voluntary association created under an Agreement and
Declaration of Trust, dated December 21, 1983, as amended and restated December
10, 1992, a copy of which document is on file in the office of the Secretary of
The Commonwealth of Massachusetts, do hereby amend said Amended and Restated
Agreement and Declaration of Trust as follows for the purpose of correcting a
defective provision contained therein:
Paragraph (c)(3) of "The Redesignation of Shares of Beneficial Interest
and Establishment and Designation of Additional Class of Shares of Beneficial
Interest, No Par Value Per Share," relating to Classes A and C of the Ivy Growth
with Income Fund series of the Trust, a copy of which instrument was filed with
the Secretary of The Commonwealth of Massachusetts on June 28, 1993, is hereby
amended to read in its entirety as follows:
(3) The conversion of Class C Shares into Class A Shares may be
suspended if (a) a ruling of the Internal Revenue Service (the "IRS")
to the effect that the conversion of Class C Shares does not constitute
a taxable event under Federal income tax law is revoked or (b) an
opinion of counsel on such tax matter is withdrawn or (c) the Board of
Trustees determines that continuing such conversions would have
material, adverse tax consequences for Ivy Growth with Income Fund or
its shareholders.
The undersigned hereby determine that the foregoing amendment shall
become effective upon filing with the office of the Secretary of The
Commonwealth of Massachusetts.
/S/ JOHN S. ANDEREGG, JR /S/ GLENN A. MILLER_________________
John S. Anderegg, Jr., as Trustee Glenn A. Miller, as Trustee
/S/ PAUL H. BROYHILL____________________ /S/ MICHAEL R. PEERS________________
Paul H. Broyhill, as Trustee Michael R. Peers, as Trustee
/S/ STANLEY CHANNICK____________________ /S/ JOSEPH G. ROSENTHAL_____________
Stanley Channick, as Trustee Joseph G. Rosenthal, as Trustee
/S/ FRANK W. DEFRIECE, JR._______________ /S/ RICHARD N. SILVERMAN____________
Frank W. DeFriece, Jr., as Trustee Richard N. Silverman, as Trustee
/S/ MICHAEL G. LANDRY__________________ /S/ JAMES B. SWAN___________________
Michael G. Landry, as Trustee James B. Swan, as Trustee
AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT
AND DECLARATION OF TRUST OF IVY FUND
We, the undersigned, being at least a majority of the Trustees of Ivy
Fund (the "Trust"), a voluntary association created under an Agreement and
Declaration of Trust, dated December 21, 1983, as amended and restated December
10, 1992, a copy of which document is on file in the office of the Secretary of
The Commonwealth of Massachusetts, do hereby amend said Amended and Restated
Agreement and Declaration of Trust as follows for the purpose of correcting a
defective provision contained therein:
Paragraph (c)(3) of "The Redesignation of Shares of Beneficial Interest
and Establishment and Designation of Additional Class of Shares of Beneficial
Interest, No Par Value Per Share," relating to Classes A and C of the Ivy Growth
with Income Fund series of the Trust, a copy of which instrument was filed with
the Secretary of The Commonwealth of Massachusetts on June 28, 1993, is hereby
amended to read in its entirety as follows:
(3) The conversion of Class C Shares into Class A Shares may be
suspended if (a) a ruling of the Internal Revenue Service (the "IRS")
to the effect that the conversion of Class C Shares does not constitute
a taxable event under Federal income tax law is revoked or (b) an
opinion of counsel on such tax matter is withdrawn or (c) the Board of
Trustees determines that continuing such conversions would have
material, adverse tax consequences for Ivy Growth with Income Fund or
its shareholders.
The undersigned hereby determine that the foregoing amendment shall
become effective upon filing with the office of the Secretary of The
Commonwealth of Massachusetts.
/S/ JOHN S. ANDEREGG, JR /S/ GLENN A. MILLER_________________
John S. Anderegg, Jr., as Trustee Glenn A. Miller, as Trustee
/S/ PAUL H. BROYHILL____________________ ____________________________________
Paul H. Broyhill, as Trustee Michael R. Peers, as Trustee
/S/ STANLEY CHANNICK____________________ /S/ JOSEPH G. ROSENTHAL_____________
Stanley Channick, as Trustee Joseph G. Rosenthal, as Trustee
/S/ FRANK W. DEFRIECE, JR._______________ /S/ RICHARD N. SILVERMAN____________
Frank W. DeFriece, Jr., as Trustee Richard N. Silverman, as Trustee
/S/ MICHAEL G. LANDRY___________________ /S/ JAMES B. SWAN___________________
Michael G. Landry, as Trustee James B. Swan, as Trustee
IVY FUND
Establishment and Designation of Additional
Series of Shares of Beneficial Interest,
No Par Value Per Share
The undersigned, being a majority of the Trustees of Ivy Fund (the
"Trust"), a business trust organized under the laws of the Commonwealth of
Massachusetts, acting pursuant to Article III of the Agreement and Declaration
of Trust, dated December 21, 1983, as amended and restated December 10, 1992,
(the "Declaration of Trust") of the Trust, having divided the shares of
beneficial interest of the Trust into four separate series, designated "Ivy
Growth Fund," "Ivy Growth with Income Fund," "Ivy International Fund" and "Ivy
Money Market Fund," hereby divide the shares of beneficial interest of the Trust
into one additional separate series designated "Ivy Emerging Growth Fund"
(individually, the "Fund," and collectively with the other four series of the
Trust, the "Series"), having the following special and relative rights:
1. The Fund shall be authorized to hold cash and invest in securities
and instruments and use investment techniques as described in the Trust's
registration statement under the Securities Act of 1933, as amended from time to
time. Each share of beneficial interest, no par value per share, of the Fund
("share") shall be redeemable as provided in the Declaration of Trust, shall be
entitled to one vote (or fraction thereof in respect of a fractional share) on
matters on which shares of the Fund shall be entitled to vote and shall
represent a pro rata beneficial interest in the assets allocated to the Fund.
The proceeds of sales of shares of the Fund, together with any income and gain
thereon, less any diminution or expenses thereof, shall irrevocably belong to
the Fund, unless otherwise required by law. Each share of the Fund shall be
entitled to receive its pro rata share of net assets of the Fund upon
liquidation of the Fund. Upon redemption of a shareholder's shares, or
indemnification for liabilities incurred by reason of a shareholder being or
having been a shareholder of the Fund, such shareholder shall be paid solely out
of the property of the Fund.
2. Shareholders of the Fund shall vote separately as a Series on any
matter except as may be required by applicable federal or state law or by an
order of the Securities and Exchange Commission.
3. The assets and liabilities of the Trust existing on the date hereof
shall, except as provided below, be allocated among Ivy Growth Fund, Ivy Growth
with Income Fund, Ivy International Fund and Ivy Money Market Fund and
hereafter, the assets and liabilities of the Trust shall be allocated among all
of the Series as set forth in the Declaration of Trust, except as provided
below:
(a) Costs incurred by the Trust on behalf of the Fund in
connection with the organization, registration and public offering of shares of
the Fund shall be allocated to the Fund and shall be amortized by the Fund in
accordance with applicable law and generally accepted accounting principles.
(b) The liabilities, expenses, costs, charges or reserves of
the Trust which are not readily identifiable as belonging to any particular
Series shall be allocated among the Series on the basis of their relative
average daily net assets.
(c) The Trustees may from time to time in particular cases
make specific allocations of assets or liabilities among the Series.
4. The Trustees (including any successor Trustees) shall have the right
at any time and from time to time to reallocate assets and expenses or to change
the designation of any Series now or hereafter created, or to otherwise change
the special and relative rights of any such Series, provided that such change
shall not adversely affect the rights of shareholders of a Series.
The undersigned, being a majority of the Trustees of the Trust, hereby
determine that the foregoing shall be effective upon filing with the office of
the Secretary of the Commonwealth of Massachusetts.
/S/ JOHN S. ANDEREGG, JR._______________ /S/ DALE CONGRAM___________________
John S. Anderegg, Jr., as Trustee Dale Congram, as Trustee
/S/ PAUL H. BROYHILL______________________ /S/ FRANK W. DEFRIECE, JR._________
Paul H. Broyhill, as Trustee Frank W. DeFriece, Jr., as Trustee
/S/ STANLEY CHANNICK______________________ ___________________________________
Stanley Channick, as Trustee Michael G. Landry, as Trustee
/S/ GLENN A. MILLER______________________ /S/ JOSEPH G. ROSENTHAL____________
Glenn A. Miller, as Trustee Joseph G. Rosenthal, as Trustee
/S/ JAMES F. O'DONNELL____________________ /S/ RICHARD N. SILVERMAN___________
James F. O'Donnell, as Trustee Richard N. Silverman, as Trustee
__________________________________________ /S/ JAMES B. SWAN__________________
Michael R. Peers, as Trustee James B. Swan, as Trustee
IVY FUND
Ivy Growth with Income Fund
Redesignation of Shares of Beneficial Interest and
Establishment and Designation of Additional Class
of Shares of Beneficial Interest,
No Par Value Per Share
The undersigned, being at least a majority of the Trustees of Ivy Fund
(the "Trust"), a business trust organized under the laws of the Commonwealth of
Massachusetts, acting pursuant to Article III of the Agreement and Declaration
of Trust, dated December 21, 1983, as amended and restated December 10, 1992,
(the "Declaration of Trust") of the Trust, hereby (a) redesignate the shares of
beneficial interest of the Trust outstanding as of the closing of the
reorganization between the Mackenzie Growth & Income Fund series of The
Mackenzie Funds Inc. ("MFI") and the Ivy Growth with Income Fund series of the
Trust and originally designated as shares of beneficial interest of "Ivy Growth
with Income Fund" as shares of beneficial interest of "Ivy Growth with Income
Fund--Class A" and (b) designate an unlimited number of authorized and unissued
shares of beneficial interest of the Trust as "Ivy Growth with Income
Fund--Class A" (such shares in clauses (a) and (b) are hereinafter referred to
collectively as the "Class A Shares"). The voting, dividend, liquidation and
other rights, preferences, powers, restrictions, limitations, qualifications,
terms and conditions of the Class A Shares of Ivy Growth with Income Fund, as
set forth in the Declaration of Trust, are not changed by this Redesignation of
Shares of Beneficial Interest, No Par Value Per Share.
Furthermore, the undersigned, acting pursuant to Article III of the
Declaration of Trust of the Trust, do hereby divide the shares of beneficial
interest of the Ivy Growth with Income Fund series of the Trust into one
additional class, to be designated as "Ivy Growth with Income Fund--Class C"
(hereinafter referred to as the "Class C Shares"), having the following special
and relative rights:
The Class C Shares to be issued to shareholders of the Mackenzie Growth
& Income Fund series of MFI pursuant to an Agreement and Plan of Reorganization
between MFI, on behalf of Mackenzie Growth & Income Fund, and the Trust, on
behalf of Ivy Growth with Income Fund, made as of May 28, 1993, shall be subject
to all provisions of the Declaration of Trust relating to shares of the Trust
generally, and those set forth as follows:
(a) The assets belonging to the Class C Shares shall be invested
in the same investment portfolio of the Trust as the assets
belonging to the Class A Shares (and such other class of
shares as may be established and designated from time to
time).
(b) The dividends and distributions with respect to the Class C Shares
shall be in such amount as may be declared from time to time by the Trust's
Board of Trustees, and such dividends and distributions may vary from dividends
and distributions with respect to other classes of shares of Ivy Growth with
Income Fund to reflect differing allocations of the expenses of the Trust among
the holders of the classes and to equalize the net asset value per share of the
classes, to such extent and for such purposes as the Board of Trustees may deem
appropriate. The allocation of investment income or capital gains and expenses
and liabilities of the Trust among the classes of shares of Ivy Growth with
Income Fund shall be determined in a manner that is consistent with the order
dated March 30, 1993 (Investment Company Act of 1940 Release No. IC-19368)
issued by the Securities and Exchange Commission in connection with the
application for exemption filed by the Trust, MFI, Mackenzie Investment
Management Inc. and Ivy Management Inc. (the "Order"), any amendment to such
Order or any rule or interpretation under the 1940 Act that modifies, supersedes
or relates to such Order.
(c)(1) Each Class C Share shall be converted automatically into and
be reclassified as a Class A Share at the end of the
prescribed holding period to the extent required and measured
as specified in the Order (the "Conversion Date") on the basis
of the relative net asset values of the two classes, without
the imposition of any sales load, fee or other charge.
(2) Ivy Growth with Income Fund--Class C shall automatically
invest dividends and other distributions paid in respect of
the Class C Shares in Class A Shares.
(3) The conversion of Class C Shares into Class A Shares may be
suspended if (a) a ruling of the Internal Revenue Service (the
"IRS") to the effect that the conversion of Class C Shares
does not constitute a taxable event under Federal income tax
law is revoked or (b) in the absence of such an IRS ruling, an
opinion of counsel on such tax matter is withdrawn or (c) in
the absence of such an IRS ruling or opinion of counsel, the
Board of Trustees determines that continuing such conversions
would have material, adverse tax consequences for Ivy Growth
with Income Fund or its shareholders.
(4) On the Conversion Date, the Class C Shares converted into
Class A Shares shall cease to accrue dividends and shall no
longer be deemed outstanding and the rights of the holders
thereof (except the right to receive the number of Class A
Shares into which the Class C Shares have been converted and
any declared but unpaid dividends to the Conversion Date)
shall cease.
(d) The holders of the Class C Shares shall have (i) exclusive
voting rights with respect to matters on which the holders of
the Class C Shares shall be entitled to exclusive voting
rights under applicable federal or state law and (ii) no
voting rights with respect to matters on which the holders of
another class of shares of Ivy Growth with Income Fund or the
holders of another series or class of series of shares of the
Trust shall be entitled to exclusive voting rights under
applicable federal or state law.
<PAGE>
The undersigned, being a majority of the Trustees of the Trust, hereby
determine that the foregoing shall be effective upon filing with the office of
the Secretary of the Commonwealth of Massachusetts.
/S/ JOHN S. ANDEREGG, JR._________________ /S/ GLENN A. MILLER________________
John S. Anderegg, Jr., as Trustee Glenn A. Miller, as Trustee
- ------------------------------------------ -----------------------------------
Paul H. Broyhill, as Trustee Michael R. Peers, as Trustee
/S/ STANLEY CHANNICK_____________________ /S/ JOSEPH G. ROSENTHAL____________
Stanley Channick, as Trustee Joseph G. Rosenthal, as Trustee
/S/ DALE CONGRAM__________________________ /S/ RICHARD N. SILVERMAN___________
Dale Congram, as Trustee Richard N. Silverman, as Trustee
/S/ FRANK W. DEFRIECE, JR._______________ /S/ JAMES B. SWAN__________________
Frank W. DeFriece, Jr., as Trustee James B. Swan, as Trustee
- -----------------------------------
Michael G. Landry, as Trustee
IVY FUND
Ivy Emerging Growth Fund
Ivy Growth Fund
Ivy International Fund
Redesignation of Shares of Beneficial Interest,
No Par Value Per Share
The undersigned, being at least a majority of the Trustees of Ivy Fund
(the "Trust"), a business trust organized under the laws of the Commonwealth of
Massachusetts, acting pursuant to Article III of the Agreement and Declaration
of Trust, dated December 21, 1983, as amended and restated December 10, 1992,
(the "Declaration of Trust") of the Trust, hereby (a) redesignate the shares of
beneficial interest of the Trust outstanding as of October 23, 1993 and
originally designated as shares of beneficial interest of "Ivy Emerging Growth
Fund," "Ivy Growth Fund" and "Ivy International Fund" as shares of beneficial
interest of "Ivy Emerging Growth Fund--Class A," "Ivy Growth Fund--Class A," and
"Ivy International Fund--Class A," respectively, and (b) designate an unlimited
number of authorized and unissued shares of beneficial interest of the Trust as
"Ivy Emerging Growth Fund--Class A," "Ivy Growth Fund--Class A" and "Ivy
International Fund--Class A" (such shares in clauses (a) and (b) hereinafter
referred to collectively as the "Class A Shares"). The voting, dividend,
liquidation and other rights, preferences, powers, restrictions, limitations,
qualifications, terms and conditions of the Class A Shares of Ivy Emerging
Growth Fund, Ivy Growth Fund and Ivy International Fund, as set forth in the
Declaration of Trust, are not changed by this Redesignation of Shares of
Beneficial Interest, No Par Value Per Share.
The undersigned hereby determine that the foregoing shall be effective
upon filing with the office of the Secretary of the Commonwealth of
Massachusetts.
/S/ JOHN S. ANDEREGG, JR /S/ GLENN A. MILLER_________________
John S. Anderegg, Jr., as Trustee Glenn A. Miller, as Trustee
/S/ PAUL H. BROYHILL____________________ ____________________________________
Paul H. Broyhill, as Trustee Michael R. Peers, as Trustee
/S/ STANLEY CHANNICK____________________ /S/ JOSEPH G. ROSENTHAL_____________
Stanley Channick, as Trustee Joseph G. Rosenthal, as Trustee
/S/ FRANK W. DEFRIECE, JR._______________ /S/ RICHARD N. SILVERMAN____________
Frank W. DeFriece, Jr., as Trustee Richard N. Silverman, as Trustee
/S/ MICHAEL G. LANDRY__________________ /S/ JAMES B. SWAN___________________
Michael G. Landry, as Trustee James B. Swan, as Trustee
IVY FUND
Ivy China Region Fund
Establishment and Designation of Additional
Series of Shares of Beneficial Interest,
No Par Value Per Share
The undersigned, being at least a majority of the Trustees of Ivy Fund
(the "Trust"), a business trust organized under the laws of the Commonwealth of
Massachusetts, acting pursuant to Article III of the Agreement and Declaration
of Trust, dated December 21, 1983, as amended and restated December 10, 1992,
(the "Declaration of Trust") of the Trust, having divided the shares of
beneficial interest of the Trust into five separate series, designated "Ivy
Emerging Growth Fund," "Ivy Growth Fund," "Ivy Growth with Income Fund," "Ivy
International Fund" and "Ivy Money Market Fund," hereby divide the shares of
beneficial interest of the Trust into one additional separate series designated
"Ivy China Region Fund" (individually, the "Fund," and collectively with the
other five series of the Trust, the "Series"), having the following special and
relative rights:
1. The Fund shall be authorized to hold cash and invest in securities
and instruments and use investment techniques as described in the Trust's
registration statement under the Securities Act of 1933, as amended from time to
time. Each share of beneficial interest, no par value per share, of the Fund
("share") shall be redeemable as provided in the Declaration of Trust, shall be
entitled to one vote (or fraction thereof in respect of a fractional share) on
matters on which shares of the Fund shall be entitled to vote and shall
represent a pro rata beneficial interest in the assets allocated to the Fund.
The proceeds of sales of shares of the Fund, together with any income and gain
thereon, less any diminution or expenses thereof, shall irrevocably belong to
the Fund, unless otherwise required by law. Each share of the Fund shall be
entitled to receive its pro rata share of net assets of the Fund upon
liquidation of the Fund. Upon redemption of a shareholder's shares, or
indemnification for liabilities incurred by reason of a shareholder being or
having been a shareholder of the Fund, such shareholder shall be paid solely out
of the property of the Fund.
2. Shareholders of the Fund shall vote separately as a Series on any
matter except as may be required by applicable federal or state law or by an
order of the Securities and Exchange Commission.
3. The assets and liabilities of the Trust existing on the date hereof
shall, except as provided below, be allocated among Ivy Emerging Growth Fund,
Ivy Growth Fund, Ivy Growth with Income Fund, Ivy International Fund and Ivy
Money Market Fund and hereafter, the assets and liabilities of the Trust shall
be allocated among all of the Series as set forth in the Declaration of Trust,
except as provided below:
(a) Costs incurred by the Trust on behalf of the Fund in
connection with the organization, registration and public offering of shares of
the Fund shall be allocated to the Fund and shall be amortized by the Fund in
accordance with applicable law and generally accepted accounting principles.
(b) The liabilities, expenses, costs, charges or reserves of
the Trust which are not readily identifiable as belonging to any particular
Series shall be allocated among the Series on the basis of their relative
average daily net assets.
(c) The Trustees may from time to time in particular cases
make specific allocations of assets or liabilities among the Series.
4. The Trustees (including any successor Trustees) shall have the right
at any time and from time to time to reallocate assets and expenses or to change
the designation of any Series now or hereafter created, or to otherwise change
the special and relative rights of any such Series, provided that such change
shall not adversely affect the rights of shareholders of a Series.
Furthermore, the undersigned, having so established and designated Ivy
China/Southeast Asia Fund as an additional series of the Trust, hereby (i)
designate an unlimited number of authorized and unissued shares of beneficial
interest of the Trust as "Ivy China Region Fund--Class A" and (ii) designate an
unlimited number of authorized and unissued shares of beneficial interest of the
Trust as "Ivy China Region Fund--Class B" ("Class B Shares"), such Class B
Shares to have the following special and relative rights:
The Class B Shares of the Fund shall be subject to all provisions of
the Declaration of Trust relating to shares of the Trust generally, and those
set forth as follows:
(a) The assets belonging to the Fund's Class B Shares shall be
invested in the same investment portfolio of the Trust as the
assets belonging to the Fund's other classes of shares (and
such other class of shares of the Fund as may be established
and designated from time to time).
(b) The dividends and distributions with respect to the Fund's Class B
Shares shall be in such amount as may be declared from time to time by the
Trust's Board of Trustees, and such dividends and distributions may vary from
dividends and distributions with respect to other classes of shares of the Fund
to reflect differing allocations of the expenses of the Trust among the holders
of the classes of shares of the Fund and to equalize the net asset value per
share of its classes, to such extent and for such purposes as the Board of
Trustees may deem appropriate. The allocation of investment income or capital
gains and expenses and liabilities of the Trust among the classes of shares of
the Fund shall be determined in a manner that is consistent with the order dated
March 30, 1993 (Investment Company Act of 1940 Release No. IC-19368) issued by
the Securities and Exchange Commission in connection with the application for
exemption filed by the Trust, The Mackenzie Funds Inc., Mackenzie Investment
Management Inc. and Ivy Management Inc. (the "Order"), any amendment to such
Order or any rule or interpretation under the 1940 Act that modifies, supersedes
or relates to such Order.
(c) The proceeds of the redemption of Class B Shares (including a
fractional share) shall be reduced by the amount of any
contingent deferred sales charge payable upon such redemption
pursuant to the terms of the issuance of such shares.
(d)(1) Each Class B Share of the Fund, other than a share purchased through
the automatic reinvestment of a dividend or a distribution with respect to Class
B Shares, shall be converted automatically, and without any action or choice on
the part of the holder thereof, into and be reclassified as a Class A Share of
the Fund on the date that is the first business day following the last calendar
day of the month in which the eighth anniversary date of the date of the
issuance of such Class B Share falls (the "Conversion Date") on the basis of the
relative net asset values of the two classes, without the imposition of any
sales load, fee or other charge. (2) Each Class B Share purchased through the
automatic reinvestment of a dividend or a distribution with respect to Class B
Shares shall be segregated in a separate sub-account. Each time any Class B
Shares in a shareholder's Fund account (other than those in the sub-account)
convert to Class A Shares of the Fund, a pro rata portion of the Class B Shares
then in the sub-account will also convert to Class A Shares. The portion will be
determined by the ratio that the shareholder's Class B Shares converting to
Class A Shares bears to the shareholder's total Class B Shares not acquired
through the reinvestment of dividends and distributions.
(3) The conversion of Class B Shares into Class A Shares may be
suspended if (a) a ruling of the Internal Revenue Service (the
"IRS") to the effect that the conversion of Class B Shares
does not constitute a taxable event under Federal income tax
law is revoked or (b) an opinion of counsel on such tax matter
is withdrawn or (c) the Board of Trustees determines that
continuing such conversions would have material, adverse tax
consequences for the Fund or its shareholders.
(4) On the Conversion Date, the Class B Shares converted into Class A
Shares shall cease to accrue dividends and shall no longer be deemed outstanding
and the rights of the holders thereof (except the right to receive the number of
Class A Shares into which the Class B Shares have been converted and any
declared but unpaid dividends to the Conversion Date) shall cease. Certificates
representing Class A Shares of the Fund resulting from the conversion of Class B
Shares need not be issued until certificates representing the Class B Shares
converted, if issued, have been received by the Trust or its agent duly endorsed
for transfer.
(e) The holders of the Class B Shares of the Fund shall have (i)
exclusive voting rights with respect to matters on which the
holders of the Class B Shares shall be entitled to exclusive
voting rights under applicable federal or state law and (ii)
no voting rights with respect to matters on which the holders
of another class of shares of that Fund or the holders of
another series or class of series of shares of the Trust shall
be entitled to exclusive voting rights under applicable
federal or state law.
<PAGE>
The undersigned, being a majority of the Trustees of the Trust, hereby
determine that the foregoing shall be effective upon filing with the office of
the Secretary of the Commonwealth of Massachusetts.
/S/ JOHN S. ANDEREGG, JR /S/ GLENN A. MILLER_________________
John S. Anderegg, Jr., as Trustee Glenn A. Miller, as Trustee
/S/ PAUL H. BROYHILL____________________ ____________________________________
Paul H. Broyhill, as Trustee Michael R. Peers, as Trustee
/S/ STANLEY CHANNICK____________________ /S/ JOSEPH G. ROSENTHAL_____________
Stanley Channick, as Trustee Joseph G. Rosenthal, as Trustee
/S/ FRANK W. DEFRIECE, JR._______________ /S/ RICHARD N. SILVERMAN____________
Frank W. DeFriece, Jr., as Trustee Richard N. Silverman, as Trustee
/S/ MICHAEL G. LANDRY__________________ /S/ JAMES B. SWAN___________________
Michael G. Landry, as Trustee James B. Swan, as Trustee
IVY FUND
Ivy China Region Fund
Ivy Emerging Growth Fund
Ivy Growth Fund
Ivy Growth with Income Fund
Ivy International Fund
Establishment and Designation of Additional Class
of Shares of Beneficial Interest,
No Par Value Per Share
The undersigned, being at least a majority of the Trustees of Ivy Fund
(the "Trust"), a business trust organized under the laws of the Commonwealth of
Massachusetts, acting pursuant to Article III of the Agreement and Declaration
of Trust, dated December 21, 1993, as amended and restated December 10, 1992,
(the "Declaration of Trust") of the Trust, having (a) redesignated the shares of
beneficial interest of the Trust outstanding as of the closing of the
reorganization between the Mackenzie Growth & Income Fund series of The
Mackenzie Funds Inc. and the Ivy Growth with Income Fund series of the Trust and
originally designated as shares of beneficial interest of "Ivy Growth with
Income Fund" as shares of beneficial interest of "Ivy Growth with Income
Fund--Class A"; (b) designated an unlimited number of authorized and unissued
shares of beneficial interest of the Trust as "Ivy Growth with Income
Fund--Class A"; (c) redesignated the shares of beneficial interest of the Trust
outstanding as of October 23, 1993 and originally designated as shares of
beneficial interest of "Ivy Emerging Growth Fund," "Ivy Growth Fund" and "Ivy
International Fund" as shares of beneficial interest of "Ivy Emerging Growth
Fund--Class A," "Ivy Growth Fund--Class A" and "Ivy International Fund--Class
A," respectively; (d) designated an unlimited number of authorized and unissued
shares of beneficial interest of the Trust as "Ivy Emerging Growth Fund--Class
A," "Ivy Growth Fund--Class A" and "Ivy International Fund--Class A" (such
shares in clauses (a) through (d) hereinafter referred to collectively as the
"Class A Shares"); (e) divided the shares of beneficial interest of the Ivy
Growth with Income Fund series of the Trust into an additional class, designated
as "Ivy Growth with Income Fund--Class C"; (f) divided the shares of beneficial
interest of the Trust into an additional series, designated as "Ivy China Region
Fund;" and (g) designated an unlimited number of authorized and unissued shares
of beneficial interest of the Trust as "Ivy China Region Fund--Class A;" do
hereby divide the shares of beneficial interest of each of the Ivy China Region
Fund, Ivy Emerging Growth Fund, Ivy Growth Fund, Ivy Growth with Income Fund and
Ivy International Fund series of the Trust (hereinafter referred to collectively
as the "Ivy Equity Funds") into one additional class, no par value per share, to
be designated as "Ivy China Region Fund--Class B," "Ivy Emerging Growth
Fund--Class B," "Ivy Growth Fund--Class B," "Ivy Growth with Income Fund--Class
B" and "Ivy International Fund--Class B" and designate an unlimited number of
authorized and unissued shares of beneficial interest of the Trust as "Ivy China
Region Fund--Class B," "Ivy Emerging Growth Fund--Class B," "Ivy Growth
Fund--Class B," "Ivy Growth with Income Fund--Class B" and "Ivy International
Fund--Class B" (such shares hereinafter referred to collectively as the "Class B
Shares"), having the following special and relative rights:
The Class B Shares of each of the Ivy Equity Funds shall be subject to
all provisions of the Declaration of Trust relating to shares of the Trust
generally, and those set forth as follows:
(a) The assets belonging to each Ivy Equity Fund's Class B Shares
shall be invested in the same investment portfolio of the
Trust as the assets belonging to that Ivy Equity Fund's other
classes of shares (and such other class of shares of that Ivy
Equity Fund as may be established and designated from time to
time).
(b) The dividends and distributions with respect to each Ivy Equity Fund's
Class B Shares shall be in such amount as may be declared from time to time by
the Trust's Board of Trustees, and such dividends and distributions may vary
from dividends and distributions with respect to other classes of shares of that
Ivy Equity Fund to reflect differing allocations of the expenses of the Trust
among the holders of the classes of shares of that Ivy Equity Fund and to
equalize the net asset value per share of its classes, to such extent and for
such purposes as the Board of Trustees may deem appropriate. The allocation of
investment income or capital gains and expenses and liabilities of the Trust
between or among the classes of shares of each Ivy Equity Fund shall be
determined in a manner that is consistent with the order dated March 30, 1993
(Investment Company Act of 1940 Release No. IC-19368) issued by the United
States Securities and Exchange Commission in connection with the application for
exemption filed by the Trust, The Mackenzie Funds Inc., Mackenzie Investment
Management Inc. and Ivy Management Inc. (the "Order"), any amendment to such
Order or any rule or interpretation under the 1940 Act that modifies, supersedes
or relates to such Order.
(c) The proceeds of the redemption of Class B Shares (including a
fractional share) shall be reduced by the amount of any
contingent deferred sales charge payable upon such redemption
pursuant to the terms of the issuance of such shares.
(d)(1) Each Class B Share of an Ivy Equity Fund, other than a share
purchased through the automatic reinvestment of a dividend or a distribution
with respect to Class B Shares, shall be converted automatically, and without
any action or choice on the part of the holder thereof, into and be reclassified
as a Class A Share of that Ivy Equity Fund on the date that is the first
business day following the last calendar day of the month in which the eighth
anniversary date of the date of the issuance of such Class B Share falls (the
"Conversion Date") on the basis of the relative net asset values of the two
classes, without the imposition of any sales load, fee or other charge.
(2) Each Class B Share of an Ivy Equity Fund purchased through the
automatic reinvestment of a dividend or a distribution with
respect to Class B Shares of that Ivy Equity Fund shall be
segregated in a separate sub-account for that Ivy Equity Fund.
Each time any Class B Shares in a shareholder's Ivy Equity
Fund account (other than those in the sub-account) convert to
Class A Shares of that Ivy Equity Fund, a pro rata portion of
the Class B Shares then in the sub-account will also convert
to Class A Shares. The portion will be determined by the ratio
that the shareholder's Class B Shares converting to Class A
Shares bears to the shareholder's total Class B Shares not
acquired through the reinvestment of dividends and
distributions.
(3) The conversion of Class B Shares of an Ivy Equity Fund into
Class A Shares of that Ivy Equity Fund may be suspended if (a)
a ruling of the Internal Revenue Service (the "IRS") to the
effect that the conversion of Class B Shares does not
constitute a taxable event under Federal income tax law is
revoked or (b) an opinion of counsel on such tax matter is
withdrawn or (c) the Board of Trustees determines that
continuing such conversions would have material, adverse tax
consequences for that Ivy Equity Fund or its shareholders.
(4) On the Conversion Date, the Class B Shares converted into Class A
Shares shall cease to accrue dividends and shall no longer be deemed outstanding
and the rights of the holders thereof (except the right to receive the number of
Class A Shares into which the Class B Shares have been converted and any
declared but unpaid dividends to the Conversion Date) shall cease. Certificates
representing Class A Shares of an Ivy Equity Fund resulting from the conversion
of Class B Shares need not be issued until certificates representing the Class B
Shares converted, if issued, have been received by the Trust or its agent duly
endorsed for transfer.
(e) The holders of the Class B Shares of each Ivy Equity Fund
shall have (i) exclusive voting rights with respect to matters
on which the holders of the Class B Shares shall be entitled
to exclusive voting rights under applicable federal or state
law and (ii) no voting rights with respect to matters on which
the holders of another class of shares of that Ivy Equity Fund
or the holders of another series or class of series of shares
of the Trust shall be entitled to exclusive voting rights
under applicable federal or state law.
The undersigned, being a majority of the Trustees of the Trust, hereby
determine that the foregoing shall be effective upon filing with the office of
the Secretary of the Commonwealth of Massachusetts.
/S/ JOHN S. ANDEREGG, JR /S/ GLENN A. MILLER_________________
John S. Anderegg, Jr., as Trustee Glenn A. Miller, as Trustee
/S/ PAUL H. BROYHILL____________________ ___________________________________
Paul H. Broyhill, as Trustee Michael R. Peers, as Trustee
/S/ STANLEY CHANNICK____________________ /S/ JOSEPH G. ROSENTHAL_____________
Stanley Channick, as Trustee Joseph G. Rosenthal, as Trustee
/S/ FRANK W. DEFRIECE, JR._______________ /S/ RICHARD N. SILVERMAN____________
Frank W. DeFriece, Jr., as Trustee Richard N. Silverman, as Trustee
/S/ MICHAEL G. LANDRY__________________ /S/ JAMES B. SWAN___________________
Michael G. Landry, as Trustee James B. Swan, as Trustee
IVY FUND
Ivy International Fund
Establishment and Designation of Additional
Class of Shares of Beneficial Interest,
No Par Value Per Share
The undersigned, being at least a majority of the Trustees of Ivy Fund
(the "Trust"), a business trust organized under the laws of the Commonwealth of
Massachusetts, acting pursuant to Article III of the Agreement and Declaration
of Trust, dated December 21, 1983, as amended and restated December 10, 1992,
(the "Declaration of Trust") of the Trust, having (a) redesignated the shares of
beneficial interest of the Trust outstanding as of October 23, 1993 and
originally designated as shares of beneficial interest of "Ivy International
Fund" as shares of beneficial interest of "Ivy International Fund--Class A;" (b)
designated an unlimited number of authorized and unissued shares of beneficial
interest of the Trust as "Ivy International Fund--Class A;" (c) divided the
shares of beneficial interest of the Ivy International Fund series of the Trust
into an additional class, designated as "Ivy International Fund--Class B;" and
(d) designated an unlimited number of authorized and unissued shares of
beneficial interest of the Trust as "Ivy International Fund--Class B;" do hereby
further divide the shares of beneficial interest of the Ivy International Fund
series of the Trust into one additional class, no par value per share, to be
designated as "Ivy International Fund--Class I" and designate an unlimited
number of authorized and unissued shares of beneficial interest of the Trust as
"Ivy International Fund--Class I" (such shares hereinafter referred to as the
"Class I Shares"), having the following special and relative rights:
The Class I Shares of Ivy International Fund shall be subject
to all provisions of the Declaration of Trust relating to shares of the Trust
generally, and those set forth as follows:
(a) The assets belonging to the Class I Shares shall be invested
in the same investment portfolio of the Trust as the assets
belonging to the Class A Shares and the Class B Shares of Ivy
International Fund (and such other class of shares of Ivy
International Fund as may be established and designated from
time to time).
(b) The dividends and distributions with respect to the Class I Shares
shall be in such amount as may be declared from time to time by the Trust's
Board of Trustees, and such dividends and distributions may vary from dividends
and distributions with respect to other classes of shares of Ivy International
Fund to reflect differing allocations of the expenses of the Trust among the
holders of the classes and to equalize the net asset value per share of the
classes, to such extent and for such purposes as the Board of Trustees may deem
appropriate. The allocation of investment income or capital gains and expenses
and liabilities of the Trust among the classes of shares of Ivy International
Fund shall be determined in a manner that is consistent with the order dated
March 30, 1993 (Investment Company Act of 1940 Release No. IC-19368) issued by
the United States Securities and Exchange Commission in connection with the
application for exemption filed by the Trust, The Mackenzie Funds Inc.,
Mackenzie Investment Management Inc. and Ivy Management Inc. (the "Order"), any
amendment to such Order or any rule or interpretation under the 1940 Act that
modifies, supersedes or relates to such Order.
(c) The holders of the Class I Shares shall have (i) exclusive
voting rights with respect to matters on which the holders of
the Class I Shares shall be entitled to exclusive voting
rights under applicable federal or state law and (ii) no
voting rights with respect to matters on which the holders of
another class of shares of Ivy International Fund or the
holders of another series or class of series of shares of the
Trust shall be entitled to exclusive voting rights under
applicable federal or state law.
The undersigned, being a majority of the Trustees of the Trust, hereby
determine that the foregoing shall be effective upon filing with the office of
the Secretary of the Commonwealth of Massachusetts.
/S/ JOHN S. ANDEREGG, JR /S/ GLENN A. MILLER_________________
John S. Anderegg, Jr., as Trustee Glenn A. Miller, as Trustee
/S/ PAUL H. BROYHILL____________________ ____________________________________
Paul H. Broyhill, as Trustee Michael R. Peers, as Trustee
/S/ STANLEY CHANNICK____________________ /S/ JOSEPH G. ROSENTHAL_____________
Stanley Channick, as Trustee Joseph G. Rosenthal, as Trustee
/S/ FRANK W. DEFRIECE, JR._______________ /S/ RICHARD N. SILVERMAN____________
Frank W. DeFriece, Jr., as Trustee Richard N. Silverman, as Trustee
/S/ MICHAEL G. LANDRY__________________ /S/ JAMES B. SWAN___________________
Michael G. Landry, as Trustee James B. Swan, as Trustee
IVY FUND
Ivy Latin America Strategy Fund
Ivy New Century Fund
Establishment and Designation of Additional
Series of Shares of Beneficial Interest.
No Par Value Per Share
The undersigned, being at least a majority of the Trustees of Ivy Fund
(the "Trust"), a business trust organized under the laws of the Commonwealth of
Massachusetts, acting pursuant to Article III of the Agreement and Declaration
of Trust, dated December 21, 1983, as amended and restated December 10, 1992,
(the "Declaration of Trust") of the Trust, having divided the shares of
beneficial interest of the Trust into six separate series, designated "Ivy China
region Fund," "Ivy Emerging Growth Fund," "Ivy Growth Fund," "Ivy Growth with
Income Fund," "Ivy International Fund" and "Ivy Money Market Fund," hereby
divide the shares of beneficial interest of the Trust into two additional
separate series designated "Ivy Latin America Strategy Fund" and "Ivy New
Century Fund," respectively (individually, a "Fund" and collectively with the
other six series of the Trust, the "Series"), having the following special and
relative rights:
1. Each Fund shall be authorized to hold cash and invest in securities and
instruments and use investment techniques as described in the Trust's
registration statement under the Securities Act of 1933, as amended from time to
time. Each share of beneficial interest, no par value per share, of each Fund
("share") shall be redeemable as provided in the Declaration of Trust, shall be
entitled to one vote (or fraction thereof in respect of a fractional share) on
matters on which shares of the Fund shall be entitled to vote and shall
represent a pro rata beneficial interest in the assets allocated to the Fund.
The proceeds of sales of shares of each Fund, together with any income and gain
thereon, less any diminution or expenses thereof, shall irrevocably belong to
that Fund, unless otherwise required by law. Each share of each Fund shall be
entitled to receive its pro rata share of net assets of that Fund upon
liquidation of the Fund. Upon redemption of a shareholder's shares, or
indemnification for liabilities incurred by reason of a shareholder being or
having been a shareholder of a Fund, such shareholder shall be paid solely out
of the property of the Fund.
2. Shareholders of each Fund shall vote separately as a Series on any
matter except as may be required by applicable federal or state law or
by an order of the Securities and Exchange Commission.
3. The assets and liabilities of the Trust existing on the date hereof
shall, except as provided below, be allocated among Ivy Emerging Growth
Fund, Ivy Growth Fund, Ivy Growth with Income Fund, Ivy International
Fund, Ivy Money Market Fun and Ivy China Region Fund and hereafter, the
assets and liabilities of the Trust shall be allocated among all of the
Series as set forth in the Declaration of Trust, except as provided
below: (a) Costs incurred by the Trust on behalf of each Fund in
connection with the organization,
registration and public offering of shares of the Funds shall
be allocated to each Fund and shall be amortized by each Fund
in accordance with applicable law and generally accepted
accounting principles.
(b) The liabilities, expenses, costs, charges or reserves of the
Trust which are not readily identifiable as belonging to any
particular Series shall be allocated among the Series on the
basis of their relative average daily net assts.
(c) The Trustees may from time to time in particular cases make
specific allocations of assets or liabilities among the
Series.
4. The Trustees (including any successor Trustees) shall have the right at
any time and from time to time to reallocate assets and expenses or to
change the designation of any Series now or hereafter created, or to
otherwise change the special and relative rights of any such Series,
provided that such change shall not adversely affect the rights of
shareholders of a Series.
Furthermore, the undersigned, having so established and designated Ivy
Latin America Strategy Fund and Ivy New Century Fund as additional series of the
Trust, hereby (i) designate an unlimited number of authorized and unissued
shares of beneficial interest of the Trust as "Ivy Latin America Strategy
Fund--Class A" and (ii) designate an unlimited number of authorized and unissued
shares of beneficial interest of the Trust as "Ivy Latin America Strategy Fund -
Class B" (iii) designate an unlimited number of authorized and unissued shares
of beneficial interest of the Trust as "Ivy New Century Fund--Class A" and (iv)
designate an unlimited number of authorized and unissued shares of beneficial
interest of the Trust as "Ivy New Century Fund--Class B". The Class B Shares
designated hereby for each Fund ("Class B Shares") shall have the following
special and relative rights:
The Class B shares of each Fund shall be subject to all provisions of the
Declaration of Trust relating to shares of the Trust generally, and those set
forth, with respect to each Fund, as follows: (a) The assets belonging to the
Fund's Class B Shares hall be invested in the same investment portfolio of the
Trust and the assets belonging to the Fund's other classes of shares (and such
other class of shares of the Fund as may be established and designated from time
to time).
(b) The dividends and distributions with respect to the Fund's Class B
Shares shall be in such amount as may be declared from time to time by the
Trust's Board of Trustees, and such dividends and distributions may vary from
dividends and distributions with respect to other classes of shares of the Fund
to reflect differing allocations of the expenses of the Trust among the holders
of the classes of shares of the Fund and to equalize the net assets value per
share of its classes, to such extent and for such purposes as the Board of
Trustees may deem appropriate. The allocation of investment income or capital
gains and expenses and liabilities of the Trust among the class of shares of the
Fund shall be determined in a manner that is consistent with the order dated
March 30, 1993 (Investment Company Act of 1940 Release No. IC-19368) issued by
the Securities and Exchange Commission in connection with the application for
exemption filed by the Trust, The Mackenzie Funds Inc., Mackenzie Investment
Management Inc. and Ivy Management Inc. (the "Order"), any amendment to such
Order or any rule or interpretation under the 1940 Act that modifies, supersedes
or relates to such order.
(c) The proceeds of the redemption of Class B Shares (including a
fractional share) shall be reduced by the amount of any
contingent deferred sales charge payable upon such redemption
pursuant to the terms of the issuance of such shares.
(d) (1) Each Class B Share of the Fund, other than a share purchased
through the automatic reinvestment of a dividend or a distribution with respect
to Class B Shares, shall be converted automatically, and without any action or
choice on the part of the holder thereof, into and be reclassified as a Class A
Share of the Fund on the date that is the first business day following the last
calendar day of the month in which the eighth anniversary date of the date of
the issuance of such Class B Share falls (the "Conversion Date") on the basis of
the relative net asset values of the two classes, without the imposition of any
sales load, fee or other change.
(2) Each Class B Share purchased through the
automatic reinvestment of a dividend or a distribution with
respect to Class B Shares shall be segregated in a separate
sub-account. Each time any Class B Shares in a shareholder's
Fund account (other than those in the sub-account) convert to
Class A Shares of the Fund, a pro rata portion of the Class B
Shares then in the sub-account will also convert to Class A
Shares. The portion will be determined by the ratio that the
shareholder's Class B Shares converting to Class A Shares
bears to the shareholder's total Class B Shares not acquired
through the reinvestment of dividends and distributions.
(3) The conversion of Class B Shares into
Class A Shares may be suspended if (a) a ruling of the
Internal Revenue Service (the "IRS") to the effect that the
conversion of Class B Shares does not constitute a taxable
event under Federal income tax law is revoked or (b) an
opinion of counsel on such tax matter is withdrawn or (c) the
Board of Trustees determines that continuing such conversions
would have material, adverse tax consequences for the Fund or
its shareholders.
(4) On the Conversion Date, the Class B
Shares converted into Class A Shares shall cease to accrue
dividends and shall no longer be deemed outstanding and the
rights of the holders thereof (except the right to receive the
number of Class A Shares into which the Class B Shares have
been converted and any declared but unpaid dividends to the
Conversion Date) shall cease. Certificates representing Class
A Shares of the Fund resulting from the conversion of Class B
Shares need to be issued until certificates representing the
Class B Shares converted, if issued, have been received by the
Trust or its agent duly endorsed for transfer.
(e) The holders of the Class B Shares of the Fund shall have (i)
exclusive voting rights with respect to maters on which the
holders of the Class B Shares shall be entitled to exclusive
voting rights under applicable federal or state law and (ii)
no voting rights with respect to matters on which the holders
of another class of shares of that Fund or the holders of
another series or class of series of shares of the Trust shall
be entitled to exclusive voting rights under applicable
federal or state law.
<PAGE>
The undersigned, being a majority of the Trustees of the Trust, hereby
determine that the foregoing shall be effective upon filing with the office of
the Secretary of the Commonwealth of Massachusetts.
/S/ JOHN S. ANDEREGG, JR.
John S. Anderegg, Jr., as Trustee Dale Congram, as Trustee
/S/ PAUL H. BROYHILL /S/ FRANK W. DEFRIECE
Paul H. Broyhill, as Trustee Frank W. DeFriece, Jr., as Trustee
/S/ MICHAEL G. LANDRY
Stanley Channick, as Trustee Michael G. Landry, as Trustee
/S/ JOSEPH G. ROSENTHAL
Glenn A. Miller, as Trustee Joseph G. Rosenthal, as Trustee
/S/ RICHARD N. SILVERMAN
Michael R. Peers, as Trustee Richard N. Silverman, as Trustee
James B. Swan, as Trustee
IVY FUND
Ivy International Bond Fund
Establishment and Designation of Additional
Series of Shares of Beneficial Interest,
No Par Value Per Share
The undersigned, being at least a majority of the Trustees of Ivy Fund
(the "Trust"), a business trust organized under the laws of the Commonwealth of
Massachusetts, acting pursuant to Article III of the Agreement and Declaration
of Trust, dated December 21, 1983, as amended and restated December 10, 1992,
(the "Declaration of Trust") of the Trust, having divided the shares of
beneficial interest of the Trust into eight separate series, designated "Ivy
China Region Fund," "Ivy Emerging Growth Fund," "Ivy Growth Fund," "Ivy Growth
with Income Fund," "Ivy International Fund," "Ivy Latin America Strategy Fund,"
"Ivy Money Market Fund," and "Ivy New Century Fund" hereby divide the shares of
beneficial interest of the Trust into one additional separate series designated
"Ivy International Bond Fund" (individually, the "Fund" and collectively with
the other eight series of the Trust, the "Series"), having the following special
and relative rights:
1. The Fund shall be authorized to hold cash and invest in securities
and instruments and use investment techniques as described in the Trust's
registration statement under the Securities Act of 1933, as amended from time to
time. Each share of beneficial interest, no par value per share, of the Fund
("share") shall be redeemable as provided in the Declaration of Trust, shall be
entitled to one vote (or fraction thereof in respect of a fractional share) on
matters on which shares of the Fund shall be entitled to vote and shall
represent a pro rata beneficial interest in the assets allocated to the Fund.
The proceeds of sales of shares of the Fund, together with any income and gain
thereon, less any diminution or expenses thereof, shall irrevocably belong to
the Fund, unless otherwise required by law. Each share of the Fund shall be
entitled to receive its pro rata share of net assets of the Fund upon
liquidation of the Fund. Upon redemption of a shareholder's shares, or
indemnification for liabilities incurred by reason of a shareholder being or
having been a shareholder of the Fund, such shareholder shall be paid solely out
of the property of the Fund.
2. Shareholders of the Fund shall vote separately as a series on any
matter except as may be required by applicable federal or state law or by an
order of the Securities and Exchange Commission.
3. The assets and liabilities of the Trust existing on the date hereof
shall, except as provided below, be allocated among Ivy Emerging Growth Fund,
Ivy Growth Fund, Ivy Growth with Income Fund, Ivy International Fund, Ivy New
Century Fund, Ivy International Bond Fund, Ivy Money Market Fund and Ivy China
Region Fund and hereafter, the assets and liabilities of the Trust shall be
allocated among all of the Series as set forth in the Declaration of Trust,
except as provided below:
(a) Costs incurred by the Trust on behalf of the Fund in
connection with the organization, registration and public offering of shares of
the Fund shall be allocated to the Fund and shall be amortized by the Fund in
accordance with applicable law and generally accepted accounting principles.
(b) The liabilities, expenses, costs, charges or reserves of
the Trust which are not readily identifiable as belonging to any particular
Series shall be allocated among the Series on the basis of their relative
average daily net assets.
(c) The Trustees may from time to time in particular cases
make specific allocations of assets or liabilities among the Series.
<PAGE>
4. The Trustees (including any successor Trustees) shall have the right
at any time and from time to time to reallocate assets and expenses or to change
the designation of any Series now or hereafter created, or to otherwise change
the special and relative rights of any such Series, provided that such change
shall not adversely affect the rights of shareholders of a Series.
Furthermore, the undersigned, having so established and designated Ivy
International Bond Fund as an additional series of the Trust, hereby (i)
designate an unlimited number of authorized and unissued shares of beneficial
interest of the Trust as "Ivy International Bond Fund--Class A" and (ii)
designate an unlimited number of authorized and unissued shares of beneficial
interest of the Trust as "Ivy International Bond Fund--Class B." The Class B
Shares designated hereby for the Fund ("Class B Shares") shall have the
following special and relative rights:
The Class B Shares of the Fund shall be subject to all provisions of
the Declaration of Trust relating to shares of the Trust generally, and those
set forth, with respect to the Fund, as follows:
(a) The assets belonging to the Fund's Class B Shares shall be
invested in the same investment portfolio of the Trust as the
assets belonging to the Fund's other classes of shares (and
such other class of shares of the Fund as may be established
and designated from time to time).
(b) The dividends and distributions with respect to the Fund's Class B
Shares shall be in such amount as may be declared from time to time by the
Trust's Board of Trustees, and such dividends and distributions may vary from
dividends and distributions with respect to other classes of shares of the Fund
to reflect differing allocations of the expenses of the Trust among the holders
of the classes of shares of the Fund and to equalize the net asset value per
share of its classes, to such extent and for such purposes as the Board of
Trustees may deem appropriate. The allocation of investment income or capital
gains and expenses and liabilities of the Trust among the classes of shares of
the Fund shall be determined in a manner that is consistent with the order dated
March 30, 1993 (Investment Company Act of 1940 Release No. IC-19368) issued by
the Securities and Exchange Commission in connection with the application for
exemption filed by the Trust, The Mackenzie Funds Inc., Mackenzie Investment
Management Inc. and Ivy Management Inc. (the "Order"), any amendment to such
Order or any rule or interpretation under the 1940 Act that modifies, supersedes
or relates to such Order.
(c) The proceeds of the redemption of Class B Shares (including a
fractional share) shall be reduced by the amount of any
contingent deferred sales charge payable upon such redemption
pursuant to the terms of the issuance of such shares.
(d)(1) Each Class B Share of the Fund, other than a share purchased through
the automatic reinvestment of a dividend or a distribution with respect to Class
B Shares, shall be converted automatically, and without any action or choice on
the part of the holder thereof, into and be reclassified as a Class A Share of
the Fund on the date that is the first business day following the last calendar
day of the month in which the eighth anniversary date of the date of the
issuance of such Class B Share falls (the "Conversion Date") on the basis of the
relative net asset values of the two classes, without the imposition of any
sales load, fee or other charge.
(2) Each Class B Share purchased through the automatic reinvestment of a
dividend or a distribution with respect to Class B Shares shall be segregated in
a separate sub-account. Each time any Class B Shares in a shareholder's Fund
account (other than those in the sub-account) convert to Class A Shares of the
Fund, a pro rata portion of the Class B Shares then in the sub-account will also
convert to Class A Shares. The portion will be determined by the ratio that the
shareholder's Class B Shares converting to Class A Shares bears to the
shareholder's total Class B Shares not acquired through the reinvestment of
dividends and distributions.
(3) The conversion of Class B Shares into Class A Shares may be
suspended if (a) a ruling of the Internal Revenue Service (the
"IRS") to the effect that the conversion of Class B Shares
does not constitute a taxable event under Federal income tax
law is revoked or (b) an opinion of counsel on such tax matter
is withdrawn or (c) the Board of Trustees determines that
continuing such conversions would have material, adverse tax
consequences for the Fund or its shareholders.
(4) On the Conversion Date, the Class B Shares converted into Class A
Shares shall cease to accrue dividends and shall no longer be deemed outstanding
and the rights of the holders thereof (except the right to receive the number of
Class A Shares into which the Class B Shares have been converted and any
declared but unpaid dividends to the Conversion Date) shall cease. Certificates
representing Class A Shares of the Fund resulting from the conversion of Class B
Shares need not be issued until certificates representing the Class B Shares
converted, if issued, have been received by the Trust or its agent duly endorsed
for transfer.
(e) The holders of the Class B Shares of the Fund shall have (i)
exclusive voting rights with respect to matters on which the
holders of the Class B Shares shall be entitled to exclusive
voting rights under applicable federal or state law and (ii)
no voting rights with respect to matters on which the holders
of another class of shares of that Fund or the holders of
another series or class of series of shares of the Trust shall
be entitled to exclusive voting rights under applicable
federal or state law.
The undersigned, being a majority of the Trustees of the Trust, hereby
determine that the foregoing shall be effective upon filing with the office of
the Secretary of the Commonwealth of Massachusetts.
/S/ JOHN S. ANDEREGG, JR.______________ _____________________________________
John S. Anderegg, Jr., as Trustee Michael R. Peers, as Trustee
/S/ PAUL H. BROYHILL________________ /S/ JOSEPH G. ROSENTHAL_______________
Paul H. Broyhill, as Trustee Joseph G. Rosenthal, as Trustee
/S/ FRANK W. DEFRIECE_____________________ /S/ RICHARD N. SILVERMAN_____________
Frank W. DeFriece, Jr., as Trustee Richard N. Silverman, as Trustee
/S/ MICHAEL G. LANDRY_____________________ /S/ JAMES B. SWAN____________________
Michael G. Landry, as Trustee James B. Swan, as Trustee
IVY FUND
Ivy Short-Term U.S. Government Securities Fund
Ivy Canada Fund
Ivy Global Fund
Ivy Bond Fund
Establishment and Designation of Additional
Series of Shares of Beneficial Interest,
No Par Value Per Share
The undersigned, being at least a majority of the Trustees of Ivy Fund
(the "Trust"), a business trust organized under the laws of the Commonwealth of
Massachusetts, acting pursuant to Article III of the Agreement and Declaration
of Trust, dated December 21, 1983, as amended and restated December 10, 1992,
(the "Declaration of Trust") of the Trust, having divided the shares of
beneficial interest of the Trust into nine separate series, designated "Ivy
Emerging Growth Fund," "Ivy Growth Fund," "Ivy Growth with Income Fund," "Ivy
International Fund," "Ivy Money Market Fund," "Ivy Latin America Strategy Fund,"
"Ivy New Century Fund" and "Ivy International Bond Fund" hereby divide the
shares of beneficial interest of the Trust into four additional separate series
designated "Ivy Short-Term U.S. Government Securities Fund," "Ivy Canada Fund,"
"Ivy Global Fund" and "Ivy Bond Fund," respectively (individually, the "Funds"
and collectively with the other nine series of the Trust, the "Series"), having
the following special and relative rights:
1. The Funds shall be authorized to hold cash and invest in securities
and instruments and use investment techniques as described in the Trust's
registration statement under the Securities Act of 1933, as amended from time to
time. Each share of beneficial interest, no par value per share, of each Fund
("share") shall be redeemable as provided in the Declaration of Trust, shall be
entitled to one vote (or fraction thereof in respect of a fractional share) on
matters on which shares of the Fund shall be entitled to vote and shall
represent a pro rata beneficial interest in the assets allocated to the Fund.
The proceeds of sales of shares of each Fund, together with any income and gain
thereon, less any diminution or expenses thereof, shall irrevocably belong to
that Fund, unless otherwise required by law. Each share of each Fund shall be
entitled to receive its pro rata share of net assets of that Fund upon
liquidation of the Fund. Upon redemption of a shareholder's shares, or
indemnification for liabilities incurred by reason of a shareholder being or
having been a shareholder of a Fund, such shareholder shall be paid solely out
of the property of the Fund.
2. Shareholders of each Fund shall vote separately as a Series on any
matter except as may be required by applicable federal or state law or by an
order of the Securities and Exchange Commission.
3. The assets and liabilities of the Trust existing on the date hereof
shall, except as provided below, be allocated among Ivy Emerging Growth Fund,
Ivy Growth Fund, Ivy Growth with Income Fund, Ivy International Fund, Ivy Money
Market Fund, Ivy China Region Fund, Ivy Latin America Strategy Fund, Ivy New
Century Fund and Ivy International Bond Fund and hereafter, the assets and
liabilities of the Trust shall be allocated among all of the Series as set forth
in the Declaration of Trust, except as provided below:
(a) Costs incurred by the Trust on behalf of the Funds in
connection with the organization, registration and public offering of shares of
the Funds shall be allocated to the Funds and shall be amortized by the Funds in
accordance with applicable law and generally accepted accounting principles.
(b) The liabilities, expenses, costs, charges or reserves of
the Trust which are not readily identifiable as belonging to any particular
Series shall be allocated among the Series on the basis of their relative
average daily net assets.
(c) The Trustees may from time to time in particular cases
make specific allocations of assets or liabilities among the Series.
4. The Trustees (including any successor Trustees) shall have the right
at any time and from time to time to reallocate assets and expenses or to change
the designation of any Series now or hereafter created, or to otherwise change
the special and relative rights of any such Series, provided that such change
shall not adversely affect the rights of shareholders of a Series.
Furthermore, the undersigned, having so established and designated Ivy
Short-Term U.S. Government Securities Fund, Ivy Canada Fund, Ivy Global Fund and
Ivy Bond Fund as additional series of the Trust, hereby (i) designate an
unlimited number of authorized and unissued shares of beneficial interest of the
Trust as "Ivy Short-Term U.S. Government Securities Fund--Class A", (ii)
designate an unlimited number of authorized and unissued shares of beneficial
interest of the Trust as "Ivy Short-Term U.S. Government Securities Fund --
Class B"; (iii) designate an unlimited number of authorized and unissued shares
of beneficial interest of the Trust as "Ivy Short-Term U.S. Government
Securities Fund--Class I" (iv) designate an unlimited number of authorized and
unissued shares of beneficial interest of the Trust as "Ivy Canada Fund--Class
A", (v) designate an unlimited number of authorized and unissued shares of
beneficial interest of the Trust as "Ivy Canada Fund--Class B"; (vi) designate
an unlimited number of authorized and unissued shares of beneficial interest of
the Trust as "Ivy Global Fund--Class A" ; (vii) designate an unlimited number of
authorized and unissued shares of beneficial interest of the Trust as "Ivy
Global Fund--Class B"; (viii) designate an unlimited number of authorized and
unissued shares of beneficial interest of the Trust as "Ivy Bond Fund--Class A"
and; (ix) designate an unlimited number of authorized and unissued shares of
beneficial interest of the Trust as "Ivy Bond Fund--Class B". The Class B Shares
designated hereby for each Fund ("Class B Shares") shall have the following
special and relative rights:
The Class B Shares of Ivy Canada Fund, Ivy Global Fund, Ivy Short-Term
U.S. Government Securities Fund and Ivy Bond Fund (each a "Fund") shall be
subject to all provisions of the Declaration of Trust relating to shares of the
Trust generally, and those set forth, with respect to each such Fund, as
follows:
(a) The assets belonging to each Fund's Class B Shares shall be
invested in the same investment portfolio of the Trust as the
assets belonging to that Fund's other classes of shares (and
such other class of shares of that Fund as may be established
and designated from time to time).
(b) The dividends and distributions with respect to the Class B Shares of a
Fund shall be in such amount as may be declared from time to time by the Trust's
Board of Trustees, and such dividends and distributions may vary from dividends
and distributions with respect to other classes of shares of that Fund to
reflect differing allocations of the expenses of the Trust among the holders of
the classes of shares of that Fund and to equalize the net asset value per share
of its classes, to such extent and for such purposes as the Board of Trustees
may deem appropriate. The allocation of investment income or capital gains and
expenses and liabilities of the Trust among the classes of shares of each Fund
shall be determined in a manner that is consistent with the order dated March
30, 1993 (Investment Company Act of 1940 Release No. IC-19368) issued by the
Securities and Exchange Commission in connection with the application for
exemption filed by the Trust, The Mackenzie Funds Inc., Mackenzie Investment
Management Inc. and Ivy Management Inc. (the "Order"), any amendment to such
Order or any rule or interpretation under the 1940 Act that modifies, supersedes
or relates to such Order.
(c) The proceeds of the redemption of Class B Shares (including a
fractional share) shall be reduced by the amount of any
contingent deferred sales charge payable upon such redemption
pursuant to the terms of the issuance of such shares.
(d)(1) Each Class B Share of a Fund, other than a share purchased
through the automatic reinvestment of a dividend or a
distribution with respect to Class B Shares, shall be
converted automatically, and without any action or choice on
the part of the holder thereof, into and be reclassified as a
Class A Share of that Fund on the date that is the first
business day following the last calendar day of the month in
which the eighth anniversary date of the date of the issuance
of such Class B Share falls (the "Conversion Date") on the
basis of the relative net asset values of the two classes,
without the imposition of any sales load, fee or other charge.
(2) Each Class B Share of a Fund purchased through the automatic
reinvestment of a dividend or a
distribution with respect to Class B Shares of that Fund shall be segregated in
a separate sub-account. Each time any Class B Shares in a shareholder's Fund
account (other than those in the sub-account) convert to Class A Shares of that
Fund, a pro rata portion of the Class B Shares then in the sub-account will also
convert to Class A Shares. The portion will be determined by the ratio that
the shareholder's Class B Shares converting to Class A Shares bears to the
shareholder's total Class B Shares not acquired through the reinvestment of
dividends and distributions.
(3) The conversion of Class B Shares of a Fund into Class A Shares
may be suspended if (a) a ruling of the Internal Revenue
Service (the "IRS") to the effect that the conversion of Class
B Shares does not constitute a taxable event under Federal
income tax law is revoked or (b) an opinion of counsel on such
tax matter is withdrawn or (c) the Board of Trustees
determines that continuing such conversions would have
material, adverse tax consequences for that Fund or its
shareholders.
(4) On the Conversion Date, the Class B Shares converted into Class A
Shares shall cease to accrue dividends and shall no longer be deemed outstanding
and the rights of the holders thereof (except the right to receive the number of
Class A Shares into which the Class B Shares have been converted and any
declared but unpaid dividends to the Conversion Date) shall cease. Certificates
representing Class A Shares of a Fund resulting from the conversion of Class B
Shares need not be issued until certificates representing the Class B Shares
converted, if issued, have been received by the Trust or its agent duly endorsed
for transfer.
(e) The holders of the Class B Shares of each Fund shall have (i)
exclusive voting rights with respect to matters on which the
holders of the Class B Shares shall be entitled to exclusive
voting rights under applicable federal or state law and (ii)
no voting rights with respect to matters on which the holders
of another class of shares of that Fund or the holders of
another series or class of series of shares of the Trust shall
be entitled to exclusive voting rights under applicable
federal or state law.
The Class I Shares of Ivy Short-Term U.S. Government Securities Fund and Ivy
Bond Fund shall be subject to all provisions of the Declaration of Trust
relating to shares of the Trust generally, and those set forth as follows:
(a) The assets belonging to the Class I Shares shall be invested
in the same investment portfolio of the Trust as the assets
belonging to each of the Class A Shares and the Class B Shares
of Ivy Short-Term U.S. Government Securities Fund and Ivy Bond
Fund, respectively (and such other class of shares of Ivy
Short-Term U.S. Government Securities Fund and Ivy Bond Fund
as may be established and designated from time to time).
(b) The dividends and distributions with respect to the Class I Shares
shall be in such amount as may be declared from time to time by the Trust's
Board of Trustees, and such dividends and distributions may vary from dividends
and distributions with respect to other classes of shares of shares of Ivy
Short-Term U.S. Government Securities Fund and Ivy Bond Fund to reflect
differing allocations of the expenses of the Trust among the holders of the
classes and to equalize the net asset value per share of the classes, to such
extent and for such purposes as the Board of Trustees may deem appropriate. The
allocation of investment income or capital gains and expenses and liabilities of
the Trust among the classes of shares of Ivy Short-Term U.S. Government
Securities Fund and Ivy Bond Fund, respectively, shall be determined in a manner
that is consistent with the order dated March 30, 1993 (Investment Company Act
of 1940 Release No. IC-19368) issued by the United States Securities and
Exchange Commission in connection with the application for exemption filed by
the Trust, The Mackenzie Funds Inc., Mackenzie Investment Management Inc. and
Ivy Management Inc. (the "Order"), any amendment to such Order or any rule or
interpretation under the 1940 Act that modifies, supersedes or relates to such
Order.
(c) The holders of the Class I Shares of each of Ivy Short-Term
U.S. Government Securities Fund and Ivy Bond Fund shall have
(i) exclusive voting rights with respect to matters on which
the holders of the Class I Shares shall be entitled to
exclusive voting rights under applicable federal or state law
and (ii) no voting rights with respect to matters on which the
holders of another class of shares of or the holders of
another series or class of series of shares of the Trust shall
be entitled to exclusive voting rights under applicable
federal or state law.
<PAGE>
The undersigned, being a majority of the Trustees of the Trust, hereby
determine that the foregoing shall be effective upon filing with the office of
the Secretary of the Commonwealth of Massachusetts.
/S/ JOHN S. ANDEREGG, JR.______________ /S/ MICHAEL R. PEERS________________
John S. Anderegg, Jr., as Trustee Michael R. Peers, as Trustee
/S/ PAUL H. BROYHILL________________ /S/ JOSEPH G. ROSENTHAL____
Paul H. Broyhill, as Trustee Joseph G. Rosenthal, as Trustee
/S/ FRANK W. DEFRIECE_____________________ /S/ RICHARD N. SILVERMAN____________
Frank W. DeFriece, Jr., as Trustee Richard N. Silverman, as Trustee
___________________________________________ /S/ JAMES B. SWAN___________________
Michael G. Landry, as Trustee James B. Swan, as Trustee
IVY FUND
REDESIGNATION OF THE
IVY SHORT-TERM U.S. GOVERNMENT SECURITIES FUND
WHEREAS, acting pursuant to Article III of the Declaration of Trust dated
December 21, 1983, as amended and restated December 10, 1992, (the
"Declaration") of Ivy Fund (the "Trust"), the Trustees established the Ivy
Short-Term U.S. Government Securities Fund as an additional series of the Trust
pursuant to an Establishment and Designation of Additional Series dated October
17, 1994 (the "Designation");
WHEREAS, the Trustees, acting pursuant to Section 4 of the Designation now
desire to redesignate the Ivy Short-Term U.S. Government Securities Fund of the
Trust as the Ivy Short-Term Bond Fund;
NOW THEREFORE, the undersigned, being a majority of the Trustees of the
Trust, hereby redesignate the "Ivy Short-Term U.S. Government Securities Fund"
as the "Ivy Short-Term Bond Fund."
The foregoing redesignation shall be effective upon filing of this
instrument with the office of the Secretary of State of the Commonwealth of
Massachusetts.
WITNESS our hands this _____day of March, 1995.
/S/ JOHN S. ANDEREGG, JR.______________ /S/ MICHAEL R. PEERS__________________
John S. Anderegg, Jr., as Trustee Michael R. Peers, as Trustee
/S/ PAUL H. BROYHILL________________ /S/ JOSEPH G. ROSENTHAL________________
Paul H. Broyhill, as Trustee Joseph G. Rosenthal, as Trustee
/S/ FRANK W. DEFRIECE_____________________/S/ RICHARD N. SILVERMAN______________
Frank W. DeFriece, Jr., as Trustee Richard N. Silverman, as Trustee
/S/ MICHAEL G. LANDRY_____________________/S/ JAMES B. SWAN_____________________
Michael G. Landry, as Trustee james B. Swan, as Trustee
BYLAWS
OF
IVY FUND
ARTICLE 1
Agreement and Declaration of Trust and Principal Office
1.1 Agreement and Declaration of Trust. These Bylaws shall be subject
to the Agreement and Declaration of Trust, as from time to time in effect (the
"Declaration of Trust"), of Ivy Fund, the Massachusetts business trust
established by the Declaration of Trust (the "Trust").
1.2 Principal Office of the Trust. The principal office of the Trust
shall be located in Hingham, Massachusetts.
ARTICLE 2
Meetings of Trustees
2.1 Regular Meetings. Regular meetings of the Trustees may be held
without call or notice at such places and at such times as the Trustees may from
time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent Trustees.
2.2 Special Meetings. Special meetings of the Trustees may be held at
any time and at any place designated in the call of the meeting when called by
the Chairman of the Trustees, the President or the Treasurer or by two or more
Trustees, sufficient notice thereof being given to each Trustee by the Secretary
or an Assistant Secretary or by the officer or the Trustees calling the meeting.
2.3 Notice of Special Meetings. It shall be sufficient notice to a
Trustee of a special meeting to send notice by mail at least forty-eight hours
or by telegram at least twenty-four hours before the meeting addressed to the
Trustee at his or her usual or last known business or residence address or to
give notice to him or her in person or by telephone at least twenty-four hours
before the meeting. Notice of a meeting need not be given to any Trustee if a
written waiver of notice, executed by him or her before or after the meeting, is
filed with the records of the meeting, or to any Trustee who attends the meeting
without protesting prior thereto or at its commencement the lack of notice to
him or her. Neither notice of a meeting nor a waiver of a notice need specify
the purposes of the meeting.
<PAGE>
2.4 Quorum. At any meeting of the Trustees a majority of the Trustees
then in office shall constitute a quorum. Any meeting may be adjourned from time
to time by a majority of the votes cast upon the question, whether or not a
quorum is present, and the meeting may be held as adjourned without further
notice.
2.5 Notice of Certain Actions by Consent. If in accordance with the
provisions of the Declaration of Trust, any action is taken by the Trustees by a
written consent of less than all of the Trustees, then prompt notice of any such
action shall be furnished to each Trustee who did not execute such written
consent, provided that the effectiveness of such action shall not be impaired by
any delay or failure to furnish such notice.
ARTICLE 3
Officers
3.1 Enumeration: Qualification. The officers of the Trust shall be a
Chairman of the Trustees, a President, a Treasurer, a Secretary, and such other
officers, if any, as the Trustees from time to time may in their discretion
elect. The Trust may also have such agents as the Trustees from time to time may
in their discretion appoint. The Chairman shall be a Trustee and may but need
not be a shareholder; and any other officer may be but need not be a Trustee or
shareholder. Any two or more offices may be held by the same person.
3.2 Election. The Chairman, the President, the Treasurer and the
Secretary shall be elected by the Trustees upon the occurrence of any vacancy in
any such office. Other officers, if any, may be elected or appointed by the
Trustees at any time. Vacancies in any such other office may be filled at any
time.
3.3 Tenure. The Chairman, the President, the Treasurer and the
Secretary shall hold office in each case until he or she sooner dies, resigns,
is removed or becomes disqualified. Each other officer shall hold office and
each agent shall retain authority at the pleasure of the Trustees.
3.4 Powers. Subject to the other provisions of these Bylaws, each
officer shall have, in addition to the duties and powers herein and in the
Declaration of Trust set forth, such duties and powers as are commonly incident
to the office occupied by him or her as if the Trust were organized as a
Massachusetts business corporation or such other duties and powers as the
Trustees may from time to time designate.
<PAGE>
3.5 Chairman; President. Unless the Trustees otherwise provide, the
Chairman or, if there is none or in the absence of the Chairman, the President
shall preside at all meetings of the shareholders and of the Trustees. Unless
the Trustees otherwise provide, the President shall be the chief executive
officer.
3.6 Treasurer. The Treasurer shall be the chief financial and
accounting officer of the Trust, and shall, subject to the provisions of the
Declaration of Trust and to any arrangement made by the Trustees with a
custodian, investment adviser or manager, or transfer, shareholder servicing or
similar agent, be in charge of the valuable papers, books of account and
accounting records of the Trust, and shall have such other duties and powers as
may be designated from time to time by the Trustees or by the President.
3.7 Secretary. The Secretary shall record all proceedings of the
shareholders and the Trustees in books to be kept therefor, which books or a
copy thereof shall be kept at the principal office of the Trust. In the absence
of the Secretary from any meeting of the shareholders or Trustees, an assistant
Secretary, or if there be none or if he or she is absent, a temporary Secretary
chosen at such meeting shall record the proceedings thereof in the aforesaid
books.
3.8 Resignation and Removals. Any Trustee or officer may resign at any
time by written instrument signed by him or her and delivered to the Chairman,
the President or the Secretary or to a meeting of the Trustees. Such resignation
shall be effective upon receipt unless specified to be effective at some other
time. The Trustees may remove any officer elected by them with or without cause.
Except to the extent expressly provided in a written agreement with the Trust,
no Trustee or officer resigning and no officer removed shall have any right to
any compensation for any period following his or her resignation or removal, or
any right to damages on account of such removal.
ARTICLE 4
Committees
4.1 Quorum; Voting. A majority of the members of any Committee of the
Trustees shall constitute a quorum for the transaction of business, and any
action of such a Committee may be taken at a meeting by a vote of a majority of
the member present (a quorum being present) or evidenced by one or more writings
signed by such a majority. Members of a Committee may participate in a meeting
of such Committee by means of a conference telephone or other communications
<PAGE>
equipment by means of which all persons participating in the meeting can hear
each other at the same time and participation buy such means shall constitute
presence in person at a meeting.
<PAGE>
ARTICLE 5
Reports
5.1 General. The Trustees and officers shall render reports at the time
and in the manner required by the Declaration of Trust or any applicable law.
Officers and Committees shall render such additional reports as they may deem
desirable or as may from time to time be required by the Trustees.
ARTICLE 6
Fiscal Year
6.1 General. Except as from time to time otherwise provided by the
Trustees, the fiscal year of the Trust shall end on December 31 in each year.
ARTICLE 7
Seal
7.1 General. The seal of the Trust shall consist of a flat-faced die
with the word "Massachusetts", together with the name of the trust and the year
of its organization cut or engraved thereon but, unless otherwise required by
the Trustees, the seal shall not be necessary to be placed on, and in its
absence shall not impair the validity of, any document, instrument or other
paper executed and delivered by or on behalf of the Trust.
ARTICLE 8
Execution of Papers
8.1 General. Except as the Trustees may generally or in particular
cases authorize the execution thereof in some other manner, all deeds, leases,
contracts, notes and other obligations made by the Trustees shall be signed by
the President or by the Treasurer and need not bear the seal of the Trust.
ARTICLE 9
Issuance of Share Certificates
9.1 Sale of Shares. Except as otherwise determined by the Trustees, the
Trust will issue and sell for cash or securities from time to time, full and
fractional shares of its shares of beneficial interest, such shares to be issued
and sold at a price of not less than net asset value per share as from time to
time determined in accordance with the Declaration of Trust and these By-Laws
and, in the case of fractional shares, at a proportionate reduction in such
price. In the case of shares sold for securities, such securities shall be
valued in accordance with the provisions
<PAGE>
for determining value of assets of the Trust as stated in the Declaration of
Trust and these By-Laws. The officers of the Trust are severally authorized to
take all such actions as may be necessary or desirable to carry out this Section
9.1.
9.2 Share Certificates. In lieu of issuing certificates for shares, the
Trustees or the transfer agent may either issue receipts therefor or may keep
accounts upon the books of the Trust for the record holders of such shares, who
shall in either case be deemed, for all purposes hereunder, to be the holders of
certificates for such shares as if they had accepted such certificates and shall
be held to have expressly assented and agreed to the terms hereof.
The Trustees may at any time authorize the issuance of share
certificates. In that event, each shareholder shall be entitled to a certificate
stating the number of shares owned by him, in such form as shall be prescribed
for time to time by the trustees. Such certificate shall be signed buy the
President or Vice-President and by the Treasurer of Assistant Treasurer. Such
signatures may be facsimile if the certificate is signed by a transfer agent, or
by a registrar, other than a Trustee, officer or employee of the Trust. In case
any officer who has signed or whose facsimile signature has been placed on such
certificate shall cease to be such officer before such certificate is issued, it
may be issued by the Trust with the same effect as if he were such officer at
the time of its issue.
9.3 Loss of Certificates. The Trust, or if any transfer agent is
appointed for the Trust, the transfer agent with the approval of any two
officers of the Trust, is authorized to issue and countersign replacement
certificates for the shares of the Trust which have been lost, stolen or
destroyed subject to the deposit of a bond or other indemnity in such form and
with such securities, if any, as the Trustees may require.
9.4 Issuance of a New Certificate to Pledge. A pledge of shares
transferred as collateral security shall be entitled to a new certificate if the
instrument of transfer substantially describes the debt or duty that is intended
to be secured thereby. Such new certificate shall express on its face that it is
held as collateral security, and the name of the pledgor shall be stated
thereon, who alone shall be liable as a shareholder and entitled to vote
thereon.
9.5 Discontinuance of Issuance of Certificates. The Trustees may at any
time discontinue the issuance of share certificates and may, by written notice
to each shareholder, require the surrender of share certificates to the Trust
for cancellation. Such surrender and cancellation shall not affect the
ownership of shares in the Trust.
ARTICLE 10
Provisions Relating to the Conduct of the Trust's Business
10.1 Certain Definitions. When used herein the following words shall
have the following meanings: "Distributor" shall mean any one or more
corporations, firms, or associations which may at the time have distributor's or
principal underwriter's contracts in effect with the Trust providing that
redeemable shares issued by the Trust shall be offered and sold by such
Distributor. "Manager" shall mean any corporation, firm or association which may
at the time have an advisory or management contract with the Trust.
10.2. Limitations on Dealings with Officers or Trustees. The Trust will
not lend any of its assets to the Distributor or Manager or to any officer or
director of the Distributor or Manager or any officer or Trustee of the Trust,
and shall not permit any officer or Trustee or any officer or director of the
Distributor or Manager to deal for or on behalf of the Trust with himself or
herself as principal or agent, or with any partnership, association or
corporation in which he or she has a financial interest; provided that the
foregoing provisions shall not prevent (a) officers and Trustees of the Trust or
officers and directors of the Distributor or Manager from buying, holding or
selling shares in the Trust or from being partners, officers or directors of or
otherwise financially interested in the Distributor or Manager; (b) purchases or
sales of securities or other property if such transaction is permitted by or is
exempt or exempted from the provisions of the Investment Company Act of 1940 or
any Rule or Regulation thereunder and if such transaction does not involve any
commission or profit to any security dealer who is, or one or more of whose
partners, shareholders, officers or directors is, an officer or Trustee of the
Trust or an officer or director of the Distributor or Manager; (c) employment of
legal counsel, registrar, transfer agent, shareholder servicing agent, dividend
disbursing agent or custodian who is, or has a partner, shareholder, officer or
director who is, an officer or Trustee of the Trust or an officer or director of
the Distributor or Manager; (d) sharing statistical, research, legal and
management expenses and office hire and expenses with any other investment
company in which an officer or Trustee of the Trust or an officer or director of
the Distributor or Manager is an officer or director or otherwise financially
interested.
<PAGE>
10.3 Securities and Cash of the Trust to be held by Custodian Subject
to Certain Terms and Conditions.
(a) All securities and cash owned by the Trust shall be held
by or deposited with one or more banks or trust companies having
(according to its last published report) not less than $5,000,000
aggregate capital, surplus and undivided profits (any such bank or
trust company being hereby designated a "Custodian"), provided such a
Custodian can be found ready and willing to act; subject to such rules,
regulations and orders, if any, as the Securities and Exchange
Commission may adopt, the Trust may, or may permit any Custodian to,
deposit all or any part of the securities owned by the Trust in a
system for the central handling of securities pursuant to which all
securities of any particular class or series of any issue deposited
within the system may be transferred or pledged by bookkeeping entry,
without physical delivery. The Custodian may appoint, subject to the
approval of the Trustees, one or more subcustodians.
(b) The Trust shall enter into a written contract with each
Custodian regarding the powers, duties and compensation of such
Custodian with respect to the cash and securities of the Trust held by
such Custodian. Said contract and all amendments thereto shall be
approved by the Trustees.
(c) The Trust shall upon the resignation or inability to serve
of any Custodian or upon change of any Custodian:
(i) in case of such resignation or inability to
serve, use its best efforts to obtain a successor Custodian;
(ii) require that the cash and securities owned by
the Trust be delivered directly to the successor Custodian;
and
(iii) in the event that no successor Custodian can be
found, submit to the shareholders, before permitting delivery
of the cash and securities owned by the Trust otherwise than
to a successor Custodian, the question whether the Trust shall
be liquidated or shall function without a Custodian.
10.4 Reports to Shareholders: Distributions from Realized Gains. The Trust
shall send to each shareholder of record at least semi-annually a statement of
the condition of the Trust and of the results or its operations,
<PAGE>
containing all information required by applicable laws or regulations.
10.5 Determination of Net Asset Value Per Share. Net asset value per
share of each series of the Trust shall mean: (i) the value of all the assets of
such series; (ii) less total liabilities of such series; (iii) divided by the
number of shares of such series outstanding, in each case at the time of each
determination. The net asset value per share of each series shall be determined
as of the normal close of trading on the New York Stock Exchange on each day on
which such Exchange is open. As of any time other than the normal close of
trading on such Exchange, the Trustees may cause the net asset value per share
last determined to be determined again in a similar manner or adjusted to
reflect changes in market values of securities in the portfolio, such adjustment
to be made on the basis of changes in selected security prices determined by the
Trustees to be relevant to the portfolio of such series or in averages or in
other standard and readily ascertainable market data, and the Trustees may fix
the time when such redetermined or adjusted net asset value per share shall
become effective.
In valuing the portfolio investments of any series for determination of
net asset value per share of such series, securities for which market quotations
are readily available shall be valued at prices which, in the opinion of the
Trustees or the person designated by the Trustees to make the determination,
most nearly represent the market value of such securities, and other securities
and assets shall be valued at the fair value as determined by or pursuant to the
direction of the Trustees, which in the case of short-term debt obligations,
commercial paper and repurchase agreements may, but need not, be on the basis of
quoted yields for securities of comparable maturity, quality and type, or on the
basis of amortized cost. Expenses and liabilities of the Trust shall be accrued
each day. Liabilities may include such reserves for taxes, estimated accrued
expenses and contingencies as the Trustees or their designates may in their sole
discretion deem fair and reasonable under the circumstances. No accruals shall
be made in respect of taxes on unrealized appreciation of securities owned
unless the Trustees shall otherwise determine. Dividends payable by the Trust
shall be deducted as at the time of but immediately prior to the determination
of net asset value per share on the record date therefor.
<PAGE>
ARTICLE 11
Shareholders
11.1 Meetings. A meeting of the shareholders shall be called by the
Secretary whenever ordered by the Trustees, the Chairman or requested in writing
by the holder or holders of at least one-tenth of the outstanding shares
entitled to vote. If the Secretary, when so ordered or requested, refuses or
neglects for more than two days to call such meeting,meeting, the Trustees,
chairman or the shareholders so requesting may, in the name of the Secretary
call, the meeting by giving notice thereof in the manner required when notice is
given by the Secretary.
11.2 Access to Shareholder List. Shareholders of record may apply to
the trustees for assistance in communicating with other shareholders for the
purpose of calling a meeting in order to vote upon the question of removal of a
Trustee. When ten or more shareholders of record who have been such for at least
six months preceding the date of application and who hold in the aggregate
shares having a net asset value of at least $25,000 so apply, the Trustees shall
within five business days either:
(i) afford to such applicants access to a list of names
and addresses of all shareholders as recorded on the books of the
trust; or
(ii) inform such applicants of the approximate number of
shareholders of record and the approximate cost of mailing material to
them, and, within a reasonable time thereafter, mail, at the
applicants' expense, materials submitted by the applicants, to all
shareholders of record. The Trustees shall not be obligated to mail
materials which they believe to be misleading or in violation of
applicable law.
11.3 Record Dates. For the purpose of determining the shareholders who
are entitled to vote or act at any meeting or any adjournment thereof, or who
are entitled to receive payment of any dividend or of any other distribution,
the Trustees may from time to time fix a time, which shall be not more than 60
days before the date of any meeting of shareholders or the date of payment of
any dividend or of any other distribution, as the record date for determining
the shareholders having the right to notice of and to vote at such meeting and
any adjournment thereof or the right to receive such dividend or distributions,
and in such case only shareholders of record on such record date shall have such
right notwithstanding any transfer of shares on the books of the Trust after the
record date; or without fixing such
<PAGE>
record date the Trustees may for any such purposes close the register or
transfer books for all or part of such period.
ARTICLE 12
Amendments to the Bylaws
12.1 General. These Bylaws may be amended or repealed, in whole or in
part, by a majority of the Trustees then in office at any meeting of the
Trustees, or by one or more writings signed by such a majority.
MASTER BUSINESS MANAGEMENT AND
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 31st day of December, 1991, by Ivy Fund
(the "Fund") and Ivy Management Inc. (the "Manager").
WHEREAS, the Fund is an open-end investment company organized
as a Massachusetts business trust and consists of one or more separate
investment portfolios (the "Portfolios") as may be established and designated
from time to time;
WHEREAS, the Fund desires the services of the Manager as
business manager and investment adviser with respect to such Portfolios as shall
be designated in supplements to this Agreement as further agreed between the
Fund and the Manager; and
WHEREAS, the Fund engages in the business of investing and
reinvesting the assets of the Portfolios in the manner and in accordance with
the investment objectives and restrictions specified in the currently effective
prospectus and statement of additional information (the "Prospectus") relating
to the Portfolios included in the Fund's Registration Statement, as amended from
time to time, filed by the Fund under the Investment Company Act of 1940 (the
"1940 Act") and the Securities Act of 1933;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties agree as follows:
1. Appointment. The Fund hereby appoints the Manager to
provide the business management and investment advisory services specified in
this Agreement with regard to such Portfolios as shall be designated in
supplements to this Agreement, and the Manage hereby accepts such appointment.
2. Investment Advisory Services.
(a) As investment adviser to the Portfolios, the
Manager shall make investments for the account of each Portfolio in
accordance with the Manager's best judgment and within the investment objectives
and restrictions set forth in the Prospectus applicable to the Portfolios, the
1940 Act and the provisions of the Internal Revenue Code relating the regulated
investment companies, subject to policy decisions adopted by the Fund's Board of
Trustees.
(b) The Manager will determine the securities to by
purchased or sold by each
Portfolio and will place orders pursuant to its determinations with any broker
or dealer who deals in such securities. The Manager also shall (i) comply with
all reasonable requests of the Fund for information, including information
required in connection with the Fund's filing with the Securities and Exchange
Commission (the "SEC") and state securities commissions, and (ii) provide such
other services as the Manager shall from time to time determine to be necessary
or useful to the administration of the Portfolios.
(c) The Manager shall furnish to the Fund's Board of
Trustees periodic reports on the
investment performance of each Portfolio and on the performance of each
Portfolio and on the performance of its obligations under this Agreement and
shall supply such additional reports and information as the Fund's officers or
Board of Trustees shall reasonably request.
(d) On occasions when the Manager deems the purchase
or sale of a security to be in
the best interest of a Portfolio as well as other customers, the Manager, to the
extent permitted by applicable law, may aggregate the securities to be so sold
or purchased in order to obtain the best execution or lower brokerage
commissions, if any. The Manager also may purchase or sell a particular security
for one or more customers in different amounts. On either occasion, and to the
extent permitted by applicable law and regulations, allocation of the securities
so purchased or sold, as well as the expenses incurred in the transaction, will
be made by the Manager in the manner it considers to be the most equitable and
consistent with its fiduciary obligations to the Portfolio involved and to such
other customers.
3. Business Management Services.
(a) The Manager shall supervise the Portfolios'
business and affairs and shall provide such services reasonably necessary
for the operation of the Portfolios as are not provided by employees or other
agents engaged by the Portfolios' provided, that the Manager shall not have any
obligation to provide under this Agreement any direct or indirect services to
the Portfolios' shareholders, any services related to the distribution of the
Portfolios' shares, or any other services which are the subject of a separate
agreement or arrangement between the Portfolios and the Manager. Subject to the
foregoing, in providing business management services hereunder, the Manager
shall, at its expense, (1) coordinate with the Portfolios' Custodian and monitor
the services it provides to the Portfolios; (2) coordinate with and monitor any
other third parties furnishing services to the Portfolios; (3) provide the
Portfolios with the necessary office space, telephones and other communications
facilities as are adequate for the Portfolios' needs; (4) provide the services
of individuals competent to perform administrative and clerical functions which
are not performed by employees or other agents engaged by the Portfolios or by
the Manager acting in some other capacity pursuant to a separate agreement or
arrangement with the Portfolios' (5) maintain or supervise the maintenance by
third parties of such books and records of the Fund as may be required by
applicable Federal or state law; (6) authorize and permit the Manger's
directors, officers and employees who may be elected or appointed as trustees or
officers of the Fund to serve in such capacities; and (7) take such other action
with respect to the Fund, after approval by the Fund, 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.
(b) The Manager may retain third parties to provide
these services to the Fund, at
the Manager's own cost and expense. The Manager shall make periodic reports to
the Fund's Board of Trustees on the performance of its obligations under this
Agreement, other than services provided to the Fund by third parties retained in
accordance with the previous sentence.
4. Expenses of the Fund. Except as provided in paragraph 3 or
as provided in any separate agreement between the Portfolios and the Manager,
the Fund shall be responsible for all of its expenses and liabilities,
including: (1) the fees and expenses of the Fund's Trustees who are not parties
to this Agreement or "interested persons" (as defined in the 1940 Act) of any
such party ("Independent Trustees"); (2) the salaries and expenses of any of the
Fund's officers or employees who are not affiliated with the Manager; (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 Fund'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 Fund'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.
5. Standard of Care. The Manager shall give the Fund the
benefit of the Manager's best judgment and efforts in rendering business
management and investment advisory services pursuant to paragraphs 2 and 3 of
this Agreement. As an inducement to the Manager's undertaking to render these
services, the Fund agrees that the Manager shall not be liable under this
Agreement for any mistake in judgment or in any other event whatsoever except
for lack of good faith, provided that nothing in this Agreement or by reason of
the Manager's reckless disregard of its obligations and duties hereunder.
6. Fees. In consideration of the services to be rendered by
the Manager pursuant to paragraph 2 and 3 of this Agreement, each Portfolio
shall pay the Manager a monthly fee on the first business day of each month,
based on the average daily value (as determined on each business day at the time
set forth in the Prospectus of the Portfolio for determining net asset value per
share) of the net assets of the Portfolio during the preceding month at the
annual rates set forth in a supplement to this Agreement with respect to each
Portfolio. If the fees payable to the Manager pursuant to this paragraph 6 begin
to accrue before the end of any month or if this Agreement terminates before the
end of any month, the fees for the period from that date to the end of that
month or from the beginning of that month to the date of termination, as the
case may be, shall be prorated according to the proportion which the period
bears to the full month in which the effectiveness or termination occurs. For
purposes of calculating the monthly fees, the value of the net assets of a
Portfolio shall be computed in the manner specified in the Portfolio's
Prospectus of the computation of net asset value. For purposes of this
Agreement, a "business day" is any day on which the New York Stock Exchange is
open for trading.
7. Expense Limitation. If the aggregate expenses of every
character incurred by, or allocated to, a Portfolio in any fiscal year, other
than interest, taxes, distribution expenses, brokerage commissions and other
portfolio transaction expenses, other expenditures which are capitalized in
accordance with generally accepted accounting principles and any extraordinary
expense (including, without limitation, litigation and indemnification
expenses), but including the fees provided for in paragraph 6 ("includable
expenses"), shall exceed the expense limitations applicable to the Portfolio
imposed by state securities laws or regulations thereunder, as these limitations
may be raised or lowered from time to time, the Manager shall pay to the
Portfolio an amount equal to that excess. With respect to portion of a fiscal
year in which this agreement shall be in effect, the foregoing limitations shall
be prorated according to the proportion which that portion of the fiscal year
bears to the full fiscal year. At the end of each month of the Fund's fiscal
year, the Manager will review the includable expenses accrued during that fiscal
year to the end of the period and shall estimate the contemplated includable
expenses for the balance of that fiscal year. If, as a result of that review and
estimation, it appears likely that the includable expenses will exceed the
limitations referred to in this paragraph 7 for a fiscal year with respect to a
Portfolio, the Manager shall pay the Portfolio, subject to a later reimbursement
to reflect actual expenses, an amount equal to a pro rata portion (prorated on
the basis of remaining months of the fiscal year, including the month just
ended) of the amount by which the includable expenses for the fiscal year (less
an amount equal to the aggregate of actual reductions made pursuant to this
provision with respect to prior months of the fiscal year) are expected to
exceed the limitations provided in this paragraph 7. For the purposes of the
foregoing, the value of the net assets of the Portfolio shall be computed in the
manner specified in paragraph 6, and any payments required to be made by the
Manager shall be made once a year promptly after the end of the Fund's fiscal
year.
8. Ownership of Records. All records required to be maintained
and preserved by the Portfolios pursuant to the provisions or rules or
regulations of the SEC under Section 31(a) of the 1940 Act and maintained and
preserved by the Manager on behalf of the Portfolios are the property of the
Portfolios and shall be surrendered by the Manager promptly on request by the
Portfolios; provided, that the Manager may at its own expense make and retain
copies of any such records.
9. Duration and Termination.
(a) This Agreement shall become effective as of the
closing of the acquisition of the capital stock of the Manager by Mackenzie
Investment Management Inc. on December 31, 1991, subject to prior shareholder
approval thereof as required by the 1940 Act, and shall continue in effect for a
period of two (2) years from the that date, provided, that the Agreement will
continue in effect with respect to a Portfolio for more than two (2) years only
so long as the continuance is specifically approved at least annually (i) by the
vote of a majority of the outstanding voting securities of that Portfolio (as
defined in the 1940 Act) or by the Fund's entire Board of Trustees, and (ii) by
the vote, cast in person at a meeting called for that purpose, of a majority of
the Fund's Independent Trustees.
(b) This Agreement may be terminated with respect to
a Portfolio at any time, without
the payment of any penalty, by a vote of a majority of the outstanding voting
securities of that Portfolio (as defined in the 1940 Act) or by a vote of
majority of the Fund's entire Board of Trustees on sixty (60) days' written
notice to the Manager or by the Manager on sixty (60) days' written notice to
the Fund. This Agreement shall terminate automatically in the event of its
assignment (as defined in the 1940 Act).
10. Retention of Sub-Advisers. Subject to a Portfolio's
obtaining any initial and periodic approvals that are required under Section 15
of the 1940 Act, the Manager may retain a sub-adviser with respect to that
Portfolio, at the Manager's own cost and expense.
11. Services to Other Clients. Nothing herein contained shall
limit the freedom of the Manager or any affiliated person of the Manager to
render investment supervisory and administrative services to other investment
companies, to act as investment adviser or investment counselor to other
persons, firms or corporations, or to engage in other business activities.
12. Miscellaneous.
(a) This Agreement shall be construed in accordance
with the laws of the State of Florida, provided that nothing herein shall
be construed in a manner inconsistent with the 1940 Act.
(b) The captions in this Agreement are included for
convenience of reference only and in no way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
(c) The Fund's Agreement and Declaration of Trust has
been filed with the Secretary
of State of the Commonwealth of Massachusetts. The obligations of the Fund are
not personally binding upon, nor shall resort be had to the private property of,
any of the Trustees, shareholders, officers, employees or agents of the Fund,
but only the Fund's property shall be bound.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first above written.
IVY FUND
By: __/S/ MICHAEL R. PEERS______
TITLE:
IVY MANAGEMENT INC.
By: ___/S/ WILLIAM M. WATSON___________
TITLE: President
SUBADVISORY CONTRACT
AGREEMENT made as of the 31st day of December, 1991, by and among IVY
FUND, a Massachusetts business trust (hereinafter called the "Fund"), IVY
MANAGEMENT INC., a Massachusetts corporation (hereinafter called the "Manager"),
and BOSTON OVERSEAS INVESTORS, INC., a Massachusetts corporation (hereinafter
called the "Subadviser").
W I T N E S S E T H:
WHEREAS, the Manager desires to utilize the services of the Subadviser
as financial counsel with respect to certain portfolio assets of the Fund; and
WHEREAS, the Subadviser is willing to perform such services on the
terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual agreements herein
contained, it is agreed as follows:
1. The Subadviser's Services. The Subadviser will serve the Manager as
financial counsel with respect to the portfolio of Ivy International Fund (the
"Portfolio"), being one of the portfolio series of the Fund, which is under the
management of the Manager pursuant to a Business Management and Investment
Advisory Agreement between the Manager and the Fund dated December 31, 1991.
The Subadviser is hereby authorized and directed and hereby
agrees, subject to the stated investment policies and restrictions of the
Portfolio as set forth in the current prospectus of the Fund governing the
offering of its shares and subject to such resolutions as from time to time may
be adopted by the Fund's Trustees and furnished to the Subadviser, to develop,
recommend and implement such investment program and strategy for the Portfolio
as may from time to time in the circumstances appear most appropriate to the
achievement of the investment objective of the Portfolio as stated in the
aforesaid Prospectus, to provide research and analysis relative to the
investment program and investments of the Portfolio, to determine what
securities should be purchased and sold and what portion of the assets of the
Portfolio should be held in cash or cash equivalents and to monitor on a
continuing basis the performance of the portfolio securities of the Portfolio.
In addition, the Subadviser will place orders for the purchase and sale of
portfolio securities and, subject to the provisions of the following paragraph,
will take reasonable steps to assure that portfolio transactions are effected at
the best price and execution available, as such phrase is used in the Fund's
current prospectus. The Subadviser will advise the Fund's custodian and the
Manager on a prompt basis of each purchase and sale of a portfolio security
specifying the name of the issuer, the description and amount or number of
shares of the security purchased, the market price, commission and gross or net
price, trade date, settlement date and identity of the effecting broker or
dealer. From time to time as the Trustees of the Fund or the Manager may
reasonably request, the Subadviser will furnish to the Fund's officers and to
each of its Trustees reports on portfolio transactions and reports on issues of
securities held in the Portfolio, all in such detail as the Fund or the Manager
may reasonably request. The Subadviser will also inform the Fund's officers and
Trustees on a current basis of changes in investment strategy or tactics. The
Subadviser will make its officers and employees available to meet with the
Fund's officer and Trustees at least quarterly on due notice to review the
investments and investment program of the Portfolio in the light of current and
prospective economic and market conditions.
In using its best efforts to obtain for the Portfolio the most
favorable price and execution available, the Subadviser, bearing in mind the
Portfolio's best interests at all times, shall consider all factors it deems
relevant, including by way of illustration, price, the size of the transaction,
the nature of the market for the security, the amount of the commission, the
timing of the transaction taking into account market prices and trends, the
reputation, experience and financial stability of the broker or dealer involved
and the quality of service rendered by the broker or dealer involved and the
quality of service rendered by the broker or dealer in other transactions.
Subject to such policies as the Trustees of the Fund may determine, the
Subadviser shall not be deemed to have acted unlawfully or to have breached any
duty created by this Contract or otherwise solely by reason of its having caused
the Portfolio to pay an unaffiliated broker or dealer that provides brokerage
and research services to the Subadviser an amount of commission for effecting a
portfolio investment transaction in excess of the amount of commission another
broker or dealer would have charged good faith that such amount of commission
was reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer, viewed in terms of either that particular
transaction of the Subadviser's overall responsibilities with respect to the
Portfolio and to other clients of the Subadviser as to which the Subadviser
exercises investment discretion.
It shall be the duty of the Subadviser to furnish to the
Trustees of the Fund such information as may reasonably be necessary in order
for such Trustee to evaluate this Contract or any proposed amendments thereto
for the purposes of casting a vote pursuant to Sections 4 or 5 hereof.
In the performance of its duties hereunder, the Subadviser is
and shall be an independent contractor and unless otherwise expressly provided
herein or otherwise authorized in writing, shall have no authority to act for or
represent the Fund in any way or otherwise be deemed to be an agent of the Fund
or of the Manager.
2. Other Agreement, etc. It is understood that any of the shareholders,
Trustees, officers and employees of the Fund may be a shareholder, director,
officer or employee of, or be otherwise interested in, the Subadviser, any
interested person of the Subadviser, any organization in which the Subadviser
may have an interest or any organization which may have an interest in the
Subadviser, any such interested person or any such organization may have an
interest in the Fund. It is also understood that the Subadviser, the Manager and
the Fund may have advisory, management, service or other contracts with other
individuals or entities, and may have other interests and businesses. When a
security is proposed to be purchased or sold for the Fund is also to be
purchased or sold for other accounts managed by the Subadviser at the same time,
the Subadviser shall make such purchases or sales on a pro-rata, rotating or
other equitable basis so as to avoid any one account's being preferred over any
other account.
3. Subadviser's Compensation. The Manager shall pay to the Subadviser
for its services hereunder a fee at the annual rate of 0.60% of the Portfolio's
average net assets from time to time being managed by the Subadviser, subject to
reduction as provided below. Such fee shall be accrued daily on the basis of the
value of the daily net assets of the Portfolio as are then being managed by the
Subadviser and by payable quarterly after the end of each calendar quarter on or
before the 15th day of January, April, July and October of each year with
respect to the preceding quarter.
In the event that the expenses of the Portfolio exceed any
expenses limitation which the Manager may, by written notice to the Fund,
voluntarily declare to be effective and the fee payable to the Manager with
respect to the Portfolio is reduced in order to comply with such expense
limitation, then the fee payable to the Subadviser hereunder shall be reduced to
such extent as shall be determined by the terms of any waiver of fee which the
Subadviser may, by written notice to the Fund and the Manager, voluntarily
declare to be effective, subject to such terms and conditions as the Subadviser
may prescribe in such notice.
The method of determining net assets of the Portfolio for
purposes hereof shall be the same as the method of determining net assets for
purposes of establishing the offering and redemption price of Portfolio shares.
If this Contract shall be effective for only a portion of a calendar quarter,
the aforesaid fee shall be prorated for that portion of such calendar quarter
during which this Contract is in effect.
4. Assignment Terminates this Contract; Amendments of this Contract.
This Contract shall automatically terminate, without the payment of any penalty,
in the event of its assignment or in the event of the termination of the
Business Management and Investment Advisory Agreement between the Fund and the
Manager as to the Portfolio; provided that such termination shall not relieve
either party of any liability incurred hereunder. The terms of this Contract
shall not be changes unless such change is approved at a meeting by the
affirmative vote of a majority of the outstanding voting securities of the
Portfolio and unless also approved by the affirmative vote of a majority of
Trustees who are not interested persons of the Fund, the Manager or the
Subadviser cast in person at a meeting called for the purpose of voting on such
change.
5. Effective Period and Termination of this Contract. This Contract
shall become effective as of the closing of the acquisition of the capital stock
of the Manager by Mackenzie Investment Management Inc. on December 31, 1991 and
shall remain in full force and effect continuously thereafter unless terminated
automatically as set forth in Section 4 hereof or until terminated as follows:
(a) The Fund or the Manager may at any time terminate this
Contract by not more than sixty (60) days' nor less than thirty (30)
days' written notice delivered or mailed by registered mail, postage
prepaid, to the Subadviser; or
(b) The Subadviser may at any time terminate this Contract by
not less than one hundred twenty (120) days' written notice delivered
or mailed by registered mail, postage prepaid, to the Manager; or
(c) If the Trustees of the Fund who are not interested persons
of the Fund, the Manager of the Subadviser and either (i) a majority of
all of the Trustees of the Fund, or (ii) the shareholders of the
Portfolio, by the affirmative vote of a majority of the outstanding
voting securities of the Portfolio, do not prior to _________________,
199___ and at least annually thereafter prior to the anniversary of
said date specifically approve the continuance of this Contract, then
this Contract shall automatically terminate on __________________,
199___ or on the anniversary of said date next following the absence of
such annual approval; provided, however, that if the continuance of
this Contract is submitted to the shareholders of a Portfolio for their
approval and such shareholders fail to approve such continuance of this
Contract as provided herein, the Subadviser may continue to serve
hereunder as to such Portfolio in a manner consistent with the
Investment Company Act of 1940 and the Rules and Regulations
thereunder.
Action of the Fund under (a) above may be taken either (i) by
vote of its Trustees, or (ii) by the affirmative vote of a majority of the
outstanding voting securities of the Portfolio.
Action by the Trustees of the Fund who are not interested
persons of the Fund, the Manager or the Subadviser under (c) above must be by a
vote of a majority of such Trustee cast in person at a meeting called for the
purpose of voting on the continuance of the Contract. Termination of this
Contract pursuant to this Section 5 shall be without payment of any penalty.
6. Certain Definitions. For the purposes of this Contract, the
"affirmative vote of a majority of the outstanding voting securities of the
Portfolio" means the affirmative vote, at a duly called and held meeting of
shareholders of the Portfolio, (a) of the holders of 67% or more of the shares
of the Portfolio, (a) of the holders of 67% or more of the shares of the
Portfolio present (in person or by proxy) and entitled to vote at such meeting,
if the holders of more than 50% of the outstanding shares of the Portfolio
entitled to vote at such meeting are present in person or by proxy, or (b) of
the holders of more than 50% of the outstanding shares of the Portfolio entitled
to vote at such meeting, whichever is less.
For the purposes of this Contract, the terms "interested
person" and "assignment" shall have their respective meanings defined in the
Investment Company Act of 1940, subject, however, to such exemptions as may be
granted by the Securities and Exchange Commission under said Act. For purposes
of this Contract the term "at least annually . . . specifically approve" shall
be construed in a manner consistent with the Investment Company Act of 1940 and
the Rules and Regulations thereunder.
For the purposes of this Contract, the terms "assets", "net
assets", "securities", "portfolio securities" or "investments" of the Portfolio
shall mean respectively, such assets, net assets, securities, portfolio
securities or investments which are from time to time under the management of
the Subadviser pursuant to this Contract.
7. Non-Liability of the Subadviser. In the absence of willful
misfeasance, bad faith or gross negligence on the part of the Subadviser, or of
reckless disregard of its obligations and duties hereunder, the Subadviser shall
not be subject to any liability to the Manager or the Fund, to any shareholder
of the Fund, or to any person, firm or organization, for any act or omission in
the course of, or connected with rendering services hereunder. Nothing herein,
however, shall derogate from the Subadviser's obligations under applicable
Federal and State securities laws.
8. Limitation of Liability of the Trustees, Officers and Shareholders.
A copy of the Agreement and Declaration of Trust of the Fund is on file with the
Secretary of the Commonwealth of Massachusetts, and notice is hereby given that
this instrument is executed on behalf of the Trustees of the Fund as Trustees
and not individually and that the obligations of this instrument are not binding
upon any of the Trustees, officers or shareholders of the Fund but are binding
only upon the assets and property of the Fund.
9. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and all such
counterparts shall constitute a single instrument.
IN WITNESS WHEREOF, IVY FUND, IVY MANAGEMENT INC. and BOSTON OVERSEAS
INVESTORS, INC. have each cause this instrument to be signed in duplicate on
its behalf by the officer designated below thereunder duly authorized.
IVY FUND
By: __/S/ MICHAEL R. PEERS____
TITLE:
IVY MANAGEMENT INC.
By: __/S/ WILLIAM M. WATSON__________
TITLE: President
BOSTON OVERSEAS INVESTORS, INC.
By: __/S/ EDWARD E. WENDELL, JR._______
TITLE: Vice President
ASSIGNMENT AGREEMENT
AGREEMENT, made as of the 1st day of April, 1993, between Northern
Cross Investments Limited a Bermuda corporation; Boston Overseas Investors,
Inc. a Massachusetts corporation; Ivy Fund a Massachusetts business trust
("Trust"); and Ivy Management Inc. a Massachusetts corporation.
WHEREAS, the Trust is registered with the Securities and Exchange
Commission as an open-end management investment company under the Investment
Company Act of 1940, as amended ("Act"); and
WHEREAS, the Trust consists of several portfolios or "Series;" and
WHEREAS, the Trust, Boston Overseas Investors, Inc. and Ivy Management Inc.
entered into a Subadvisory Contract on December 31, 1991 under which Boston
Overseas Investors, Inc. serves as financial counsel ("Subadviser") for the
International Series of the Trust; and
WHEREAS, Boston Overseas Investors, Inc. desires that its interest in
the Subadvisory Contract be assigned to Northern Cross Investments Limited and
Northern Cross Investments Limited desires to assume Boston Overseas Investors,
Inc.'s interest under the terms of the Subadvisory Contract; and
WHEREAS, Boston Overseas Investors, Inc., Northern Cross Investments
Limited, Ivy Management Inc. and the Trust believe that this Assignment
Agreement does not result in a change of actual control or management of the
Subadviser to the International Series of the Trust and, therefore, is not an
assignment as defined in Section 2(a)(4) of the Act nor an assignment for
purposes of Section 15(a)(4) of the Act; and
WHEREAS, Ivy Management Inc. and the Trust agree to the terms of this
assignment.
NOW, THEREFORE, it is agreed as follows:
1. Assignment. Effective as of April 1, 1993, Boston Overseas Investors,
Inc. hereby assigns to Northern Cross Investments Limited all of its interest in
the Subadvisory Contract, dated December 31, 1991 to which it is a party with
Ivy Management Inc. and the Trust.
2. Performance of Duties. Northern Cross Investments Limited hereby
assumes and agrees to perform all of Boston Overseas Investors, Inc.'s duties
and obligations under the Subadvisory Contract and be subject to all of the
terms and conditions of said Agreement as if they applied to Northern Cross
Investments Limited and Northern Cross Investments Limited shall indemnify and
hold harmless Boston Overseas Investors, Inc. from any claim or demand made
thereunder arising or incurred after the effective date designated above.
3. Representation of Northern Cross Investments, Limited. Northern
Cross Investments Limited represents and warrants that: 1) it is registered as
an investment adviser under the Investment Advisers Act of 1940; and 2) Hakan
Castegren is its President, Chief Executive Officer and sole shareholder.
4. Consent. The Trust and Ivy Management Inc. hereby consent to this
assignment by Boston Overseas Investors, Inc. of its rights under the
Subadvisory Contract to Northern Cross Investments Limited and the assumption by
Northern Cross Investments Limited of Boston Overseas Investors, Inc.'s interest
in such Agreement and the duties and obligations thereunder, and agree, subject
to the terms and conditions of said Agreement, to look to Northern Cross
Investments Limited for the performance of the Subadviser's duties and
obligations under said Agreement in return for the consideration provided for in
said Agreement.
5. Limitation of Liability of Trustees, Officers, and Shareholders. A
copy of the Agreement and Declaration of Trust of the Trust is on file with the
Secretary of the Commonwealth of Massachusetts, and notice is hereby given that
this instrument is executed on behalf of the Trustees of the Fund as Trustees
and not individually and that the obligations of this instrument are not binding
upon any of the Trustees, officers or shareholders of the Fund but are binding
only upon the assets and property of the Fund.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Assignment
Agreement to be executed by their duly authorized officers hereunto duly
attested.
Attest:
_/S/ EDWARD E. WENDELL, JR. By:__/S/ HAKAN CASTERGREN____
Date:_________________________
Attest:
_/S/ EDWARD E. WENDELL, JR. By:_/S/ EVA CASTERGREN________
Date:_________________________
Attest:
_/S/ C. WILLIAM FERRIS______ By:_/S/ MICHAEL G. LANDRY_____
Date:_________________________
Attest:
_/S/ C. WILLIAM FERRIS______ By:__ /S/ MICHAEL G. LANDRY
Date:_________________________
IVY FUND
BUSINESS MANAGEMENT AND INVESTMENT ADVISORY
AGREEMENT SUPPLEMENT
Ivy Emerging Growth Fund
AGREEMENT made as of the 5th day of March, 1993, by and between Ivy
Fund (the "Fund") and Ivy Management Inc. (the "Manager").
WHEREAS, the Fund is an open-end investment company, organized as a
Massachusetts business trust, and consists of such separate investment
portfolios as have been or may be established and designated by the Trustees of
the Fund from time to time;
WHEREAS, a separate class of shares of the Fund is offered to investors
with respect to each investment portfolio;
WHEREAS, the Fund has adopted a Master Business Management and
Investment Advisory Agreement ("Master Agreement") dated December 31, 1991,
pursuant to which the Fund has appointed the Manager to provide the business
management and investment advisory services specified in that Master Agreement;
and
WHEREAS, Ivy Emerging Growth Fund (the "Portfolio") is a separate
investment portfolio of the Fund.
NOW, THEREFORE, the Trustees of the Fund hereby take the following
actions, subject to the conditions set forth:
1. As provided for in the Master Agreement, the Fund hereby adopts the
Master Agreement with respect to the Portfolio, and the Manager hereby
acknowledges that the Master Agreement shall pertain to the Portfolio, the terms
and conditions of such Master Agreement being hereby incorporated herein by
reference.
2. The term "Portfolio" as used in the Master Agreement shall, for
purposes of this Supplement, pertain to the Portfolio.
3. As provided in the Master Agreement and subject to further
conditions as set forth therein, the Portfolio shall pay the Manager a monthly
fee on the first business day of each month based upon the average daily value
(as determined on each business day at the time set forth in the Prospectus for
determining net asset value per share) of the net assets of the Portfolio during
the preceding month at the annual rate of 0.85%.
<PAGE>
4. This Supplement and the Master Agreement (together, the "Agreement")
shall become effective with respect to the Portfolio as of the date specified
above and unless sooner terminated as hereinafter provided, the Agreement shall
remain in effect with respect to the Portfolio for a period of more than two (2)
years from such date only so long as the continuance is specifically approved at
least annually (a) by the vote of a majority of the outstanding voting
securities of the Portfolio (as defined in the 1940 Act) or by the Fund's entire
Board of Trustees and (b) by the vote, cast in person at a meeting called for
that purpose, of a majority of the Fund's Independent Trustees. This Agreement
may be terminated with respect to the Portfolio at any time, without payment of
any penalty, by vote of a majority of the outstanding voting securities of the
Portfolio (as defined in the 1940 Act) or by vote of a majority of the Fund's
entire Board of Trustees on sixty (60) days' written notice to the Manager or by
the Manager on sixty (60) days' written notice to the Fund. This Agreement shall
terminate automatically in the event of its assignment (as defined in the 1940
Act).
IVY FUND,
on behalf of Ivy Emerging Growth Fund
By: /s/ Michael G. Landry
TITLE: President
IVY MANAGEMENT INC.
By: /s/ Michael G. Landry
TITLE: President
IVY FUND
BUSINESS MANAGEMENT AND INVESTMENT ADVISORY
AGREEMENT SUPPLEMENT
Ivy China Region Fund
AGREEMENT made as of the 5th day of March, 1993, by and between Ivy Fund (the
"Fund") and Ivy Management Inc. (the "Manager"). WHEREAS, the Fund is an
open-end investment company, organized as a Massachusetts business trust, and
consists of such separate investment portfolios as have been or may be
established and designated by the Trustees of the Fund from time to time;
WHEREAS, a separate class of share of the Fund is offered to investors with
respect to each investment portfolio; WHEREAS, the Fund has adopted a Master
Business Management and Investment Advisory Agreement ("Master Agreement") dated
December 31, 1991, pursuant to which the Fund has appointed the Manager to
provide the business management and investment advisory services specified in
that Master Agreement; and WHEREAS, Ivy China Region Fund (the "Portfolio") is a
separate portfolio of the Fund. NOW, THEREFORE, the Trustees of the Fund hereby
take the following actions, subject to the conditions set forth: As provided for
in the Master Agreement, the Fund hereby adopts the Master Agreement with
respect to the Portfolio, and the Manager hereby acknowledges that the Master
Agreement shall pertain to the Portfolio, the terms and conditions of such
Master Agreement being hereby incorporated herein by reference. The term
"Portfolio" as used in the Master Agreement shall, for purposes of this
Supplement, pertain to the Portfolio. As provided in the Master Agreement and
subject to further conditions as set forth therein, the Portfolio shall pay the
Manager a monthly fee on the first business day of each month based upon the
average daily value (as determined on each business day at the time set forth in
the Prospectus for determining net asset value per share) of the net assets of
the Portfolio during the preceding month at the annual rate of 1.00%. This
Supplement and the Master Agreement (together, the "Agreement") shall become
effective with respect to the Portfolio as of the date specified above and
unless sooner terminated as hereinafter provided, the Agreement shall remain in
effect with respect to the Portfolio for a period of more than two (2) years
from such date only so long as the continuance is specifically approved at least
annually (a) by the vote of a majority of the outstanding voting securities of
the Portfolio (as defined in the 1940 Act) or by the Fund's entire Board of
Trustees and (b) by the vote, case in person at a meeting called for that
purpose, of a majority of the Fund's Independent Trustees. This Agreement may be
terminated with respect to the Portfolio at any time, without payment of any
penalty, by vote of a majority of the outstanding voting securities of the
Portfolio (as defined in the 1940 Act) or by vote of a majority of the Fund's
entire Board of Trustees on sixty (60) days' written notice to the Manager or by
the Manager on sixty (60) day's written notice to the Fund. This Agreement shall
terminate automatically in the event of its assignment (as defined in the 1940
Act).
IVY FUND,
on behalf of Ivy China Region Fund
By: /S/ C. WILLIAM FERRIS_________
TITLE: Secretary
IVY MANAGEMENT INC.
By: /S/ C. WILLIAM FERRIS_________
TITLE: Senior Vice President
IVY FUND
BUSINESS MANAGEMENT AND INVESTMENT ADVISORY
AGREEMENT SUPPLEMENT
Ivy Latin America Strategy Fund
AGREEMENT made as of the 29th day of October, 1994, by and between Ivy
Fund (the "Fund") and Ivy Management, Inc. (the "Manager").
WHEREAS, the Fund is an open-end investment company, organized as a
Massachusetts business trust, and consists of such separate investment
portfolios as have been or may be established and designated by the Trustees of
the Fund from time to time;
WHEREAS, a separate class of shares of the Fund is offered to investors
with respect to each investment portfolio;
WHEREAS, the Fund has adopted a Master Business Management and
Investment Advisory Agreement ("Master Agreement") dated December 31, 1991,
pursuant to which the Fund has appointed the Manager to provide the business
management and investment advisory services specified in that Master Agreement;
and
WHEREAS, Ivy Latin America Strategy Fund (the "Portfolio") is a
separate investment portfolio of the Fund.
NOW, THEREFORE, the Trustees of the Fund hereby take the following
actions, subject to the conditions set forth:
1. As provided for in the Master Agreement, the Fund hereby adopts the
Master Agreement with respect to the Portfolio, and the Manager hereby
acknowledges that the Master Agreement shall pertain to the Portfolio, the terms
and conditions of such Master Agreement being hereby incorporated herein by
reference.
2. The term "Portfolio" as used in the Master Agreement shall, for
purposes of this Supplement, pertain to the Portfolio.
3. As provided in the Master Agreement and subject to further
conditions as set forth therein, the Portfolio shall pay the Manager a monthly
fee on the first business day of each month based upon the average daily value
(as determined on each business day at the time set forth in the Prospectus for
determining net asset value per share) of the net assets of the Portfolio during
the preceding month at the annual rate of 1.00%.
<PAGE>
4. This Supplement and the Master Agreement (together, the "Agreement")
shall become effective with respect to the Portfolio as of the date specified
above and unless sooner terminated as hereinafter provided, the Agreement shall
remain in effect with respect to the Portfolio for a period of more than two (2)
years from such date only so long as the continuance is specifically approved at
least annually (a) by the vote of a majority of the outstanding voting
securities of the Portfolio (as defined in the 1940 Act) or by the Fund's entire
Board of Trustees and (b) by the vote, cast in person at a meeting called for
that purpose, of a majority of the Fund's Independent Trustees. This Agreement
may be terminated with respect to the Portfolio at any time, without payment of
any penalty, by vote of a majority of the outstanding voting securities of the
Portfolio (as defined in the 1940 Act) or by vote of a majority of the Fund's
entire Board of Trustees on sixty (60) days' written notice to the Manager or by
the Manager on sixty (60) days' written notice to the Fund. This Agreement shall
terminate automatically in the event of its assignment (as defined in the 1940
Act).
IVY FUND,
on behalf of Ivy Latin America Strategy Fund
By: /s/ C. William Ferris
TITLE: Secretary
IVY MANAGEMENT, INC.
By: /s/ C. William Ferris
TITLE: Senior Vice President
IVY FUND
BUSINESS MANAGEMENT AND INVESTMENT ADVISORY
AGREEMENT SUPPLEMENT
Ivy New Century Fund
AGREEMENT made as of the 29th day of October, 1994, by and between Ivy
Fund (the "Fund") and Ivy Management Inc. (the "Manager").
WHEREAS, the Fund is an open-end investment company, organized as a
Massachusetts business trust, and consists of such separate investment
portfolios as have been or may be established and designated by the Trustees of
the Fund from time to time;
WHEREAS, a separate class of shares of the Fund is offered to investors
with respect to each investment portfolio;
WHEREAS, the Fund has adopted a Master Business Management and
Investment Advisory Agreement ("Master Agreement") dated December 31, 1991,
pursuant to which the Fund has appointed the Manager to provide the business
management and investment advisory services specified in that Master Agreement;
and
WHEREAS, Ivy New Century Fund (the "Portfolio") is a separate
investment portfolio of the Fund.
NOW, THEREFORE, the Trustees of the Fund hereby take the following
actions, subject to the conditions set forth:
1. As provided for in the Master Agreement, the Fund hereby adopts the
Master Agreement with respect to the Portfolio, and the Manager hereby
acknowledges that the Master Agreement shall pertain to the Portfolio, the terms
and conditions of such Master Agreement being hereby incorporated herein by
reference.
2. The term "Portfolio" as used in the Master Agreement shall, for
purposes of this Supplement, pertain to the Portfolio.
3. As provided in the Master Agreement and subject to further
conditions as set forth therein, the Portfolio shall pay the Manager a monthly
fee on the first business day of each month based upon the average daily value
(as determined on each business day at the time set forth in the Prospectus for
determining net asset value per share) of the net assets of the Portfolio during
the preceding month at the annual rate of 1.00%.
<PAGE>
4. This Supplement and the Master Agreement (together, the "Agreement")
shall become effective with respect to the Portfolio as of the date specified
above and unless sooner terminated as hereinafter provided, the Agreement shall
remain in effect with respect to the Portfolio for a period of more than two (2)
years from such date only so long as the continuance is specifically approved at
least annually (a) by the vote of a majority of the outstanding voting
securities of the Portfolio (as defined in the 1940 Act) or by the Fund's entire
Board of Trustees and (b) by the vote, cast in person at a meeting called for
that purpose, of a majority of the Fund's Independent Trustees. This Agreement
may be terminated with respect to the Portfolio at any time, without payment of
any penalty, by vote of a majority of the outstanding voting securities of the
Portfolio (as defined in the 1940 Act) or by vote of a majority of the Fund's
entire Board of Trustees on sixty (60) days' written notice to the Manager or by
the Manager on sixty (60) days' written notice to the Fund. This Agreement shall
terminate automatically in the event of its assignment (as defined in the 1940
Act).
IVY FUND,
on behalf of Ivy New Century Fund
By: /s/ C. William Ferris
TITLE: Secretary
IVY MANAGEMENT INC.
By: /s/ C. William Ferris
TITLE: Sr. Vice President
IVY FUND
BUSINESS MANAGEMENT AND INVESTMENT ADVISORY
AGREEMENT SUPPLEMENT
Ivy International Bond Fund
AGREEMENT made as of the 17th day of September, 1994, by and between
Ivy Fund (the "Fund") and Ivy Management Inc. (the "Manager").
WHEREAS, the Fund is an open-end investment company, organized as a
Massachusetts business trust, and consists of such separate investment
portfolios as have been or may be established and designated by the Trustees of
the Fund from time to time;
WHEREAS, a separate class of shares of the Fund is offered to investors
with respect to each investment portfolio;
WHEREAS, the Fund has adopted a Master Business Management and
Investment Advisory Agreement ("Master Agreement") dated December 31, 1991,
pursuant to which the Fund has appointed the Manager to provide the business
management and investment advisory services specified in that Master Agreement;
and
WHEREAS, Ivy International Bond Fund (the "Portfolio") is a separate
investment portfolio of the Fund.
NOW, THEREFORE, the Trustees of the Fund hereby take the following
actions, subject to the conditions set forth:
1. As provided for in the Master Agreement, the Fund hereby adopts the
Master Agreement with respect to the Portfolio, and the Manager hereby
acknowledges that the Master Agreement shall pertain to the Portfolio, the terms
and conditions of such Master Agreement being hereby incorporated herein by
reference.
2. The term "Portfolio" as used in the Master Agreement shall, for
purposes of this Supplement, pertain to the Portfolio.
3. As provided in the Master Agreement and subject to further
conditions as set forth therein, the Portfolio shall pay the Manager a monthly
fee on the first business day of each month based upon the average daily value
(as determined on each business day at the time set forth in the Prospectus for
determining net asset value per share) of the net assets of the Portfolio during
the preceding month at the annual rate of .75%.
<PAGE>
4. This Supplement and the Master Agreement (together, the "Agreement")
shall become effective with respect to the Portfolio as of the date specified
above and unless sooner terminated as hereinafter provided, the Agreement shall
remain in effect with respect to the Portfolio for a period of more than two (2)
years from such date only so long as the continuance is specifically approved at
least annually (a) by the vote of a majority of the outstanding voting
securities of the Portfolio (as defined in the 1940 Act) or by the Fund's entire
Board of Trustees and (b) by the vote, cast in person at a meeting called for
that purpose, of a majority of the Fund's Independent Trustees. This Agreement
may be terminated with respect to the Portfolio at any time, without payment of
any penalty, by vote of a majority of the outstanding voting securities of the
Portfolio (as defined in the 1940 Act) or by vote of a majority of the Fund's
entire Board of Trustees on sixty (60) days' written notice to the Manager or by
the Manager on sixty (60) days' written notice to the Fund. This Agreement shall
terminate automatically in the event of its assignment (as defined in the 1940
Act).
IVY FUND,
on behalf of Ivy International Bond Fund
By: /s/ Michael G. Landry
TITLE:
IVY MANAGEMENT INC.
By: /s/ Michael G. Landry
TITLE:
IVY FUND
BUSINESS MANAGEMENT AND INVESTMENT ADVISORY
AGREEMENT SUPPLEMENT
Ivy Bond Fund
Ivy Global Fund
Ivy Short-Term U.S. Government Securities Fund
AGREEMENT made as of the 31st day of December, 1994, by and between Ivy
Fund (the "Fund") and Ivy Management Inc. (the "Manager").
WHEREAS, the Fund is an open-end investment company, organized as a
Massachusetts business trust, and consists of such separate investment
portfolios as have been or may be established and designated by the Trustees of
the Fund from time to time;
WHEREAS, a separate class of shares of the Fund is offered to investors
with respect to each investment portfolio;
WHEREAS, the Fund has adopted a Master Business Management and
Investment Advisory Agreement ("Master Agreement") dated December 31, 1991,
pursuant to which the Fund has appointed the Manager to provide the business
management and investment advisory services specified in that Master Agreement;
and
WHEREAS, Ivy Bond Fund, Ivy Global Fund and Ivy Short-Term U.S.
Government Securities Fund (the "Portfolios") are separate investment portfolios
of the Fund.
NOW, THEREFORE, the Trustees of the Fund hereby take the following
actions, subject to the conditions set forth:
1. As provided for in the Master Agreement, the Fund hereby adopts the
Master Agreement with respect to the Portfolios, and the Manager hereby
acknowledges that the Master Agreement shall pertain to the Portfolios, the
terms and conditions of such Master Agreement being hereby incorporated herein
by reference.
2. The term "Portfolios" as used in the Master Agreement shall, for
purposes of this Supplement, pertain to the Portfolios.
3. As provided in the Master Agreement and subject to further
conditions as set forth therein, Ivy Bond Fund shall pay the Manager a monthly
fee on the first business day of each month based upon the average daily value
(as determined on each business day at the time set forth in the Prospectuses
for determining net asset value per share) of its net assets during the
preceding month at the annual rate of .75% of the first $500 million, .60% of
the next $500 million, and .40% over $1 billion.
<PAGE>
4. As provided in the Master Agreement and subject to further
conditions as set forth therein, Ivy Global Fund shall pay the Manager a monthly
fee on the first business day of each month based upon the average daily value
(as determined on each business day at the time set forth in the Prospectuses
for determining net asset value per share) of its net assets during the
preceding month at the annual rate of 1.0% of the first $500 million, and .75%
over $500 million.
5. As provided in the Master Agreement and subject to further
conditions as set forth therein, Ivy Short-Term U.S. Government Securities Fund
shall pay the Manager a monthly fee on the first business day of each month
based upon the average daily value (as determined on each business day at the
time set forth in the Prospectuses for determining net asset value per share) of
its net assets during the preceding month at the annual rate of .6%.
6. This Supplement and the Master Agreement (together, the "Agreement")
shall become effective with respect to the Portfolios as of the date specified
above and unless sooner terminated as hereinafter provided, the Agreement shall
remain in effect with respect to the Portfolios for a period of more than two
(2) years from such date only so long as the continuance is specifically
approved at least annually (a) by the vote of a majority of the outstanding
voting securities of the Portfolios (as defined in the 1940 Act) or by the
Fund's entire Board of Trustees and (b) by the vote, cast in person at a meeting
called for that purpose, of a majority of the Fund's Independent Trustees. This
Agreement may be terminated with respect to the Portfolios at any time, without
payment of any penalty, by vote of a majority of the outstanding voting
securities of the Portfolios (as defined in the 1940 Act) or by vote of a
majority of the Fund's entire Board of Trustees on sixty (60) days' written
notice to the Manager or by the Manager on sixty (60) days' written notice to
the Fund. This Agreement shall terminate automatically in the event of its
assignment (as defined in the 1940 Act).
IVY FUND,
on behalf of Ivy Bond Fund, Ivy Global Fund and Ivy
Short-Term U.S.
Government Securities Fund
By: /s/ MICHAEL C. LANDRY
TITLE: President
IVY MANAGEMENT INC.
By: /s/ MICHAEL C. LANDRY
TITLE: President
<PAGE>
MASTER BUSINESS MANAGEMENT AGREEMENT
AGREEMENT made this 3rd day of December, 1994, by Ivy Fund
(the "Company") and Ivy Management, Inc. (the "Manager").
WHEREAS, the Company is an open-end investment company
organized as a Massachusetts business trust and consists of one or more separate
investment portfolios (the "Funds") as may be established and designated from
time to time;
WHEREAS, the Company desires the services of the Manager as
business manager with respect to such Funds as shall be designated in
supplements to this Agreement as further agreed between the Company and the
Manager; and
WHEREAS, the Company engages in the business of investing and
reinvesting the assets of the Funds in the manner and in accordance with the
investment objective and restrictions specified in the currently effective
prospectus and statement of additional information (the "Prospectus") relating
to the Funds included in the Company's Registration Statement, as amended from
time to time, filed by the Company under the Investment Company Act of 1940 (the
"1940 Act") and the Securities Act of 1933;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties agree as follows:
1. Appointment. The Company hereby appoints the Manager to
provide the business management services specified in this Agreement with regard
to such Funds as shall be designated in supplements to this Agreement, and the
Manager hereby accepts such appointment.
2. Business Management Services. (a) The Manager shall
supervise the Funds' business and affairs and shall provide such services
reasonably necessary for the operation of the Funds as are not provided by
employees or other agents engaged by the Funds; provided, that the Manager shall
not have any obligation to provide under this Agreement any direct or indirect
services to the Funds' shareholders, any services related to the distribution of
the Funds' shares, or any other services which are the subject of a separate
agreement or arrangement between the Funds and the Manager. Subject to the
foregoing, in providing business management services hereunder, the Manager
shall, at its expense, (1) review the activities of each Fund's investment
adviser to ensure that each Fund is operated in compliance with the Fund's
investment objective and policies and with the 1940 Act; (2) coordinate with the
Funds' Custodian and
<PAGE>
Transfer Agent and monitor the services they provide to the
Funds; (3) coordinate with and monitor any other third parties furnishing
services to the Funds; (4) provide the Fund with the necessary office space,
telephones and other communications facilities as are adequate for the Funds'
needs; (5) provide the services of individuals competent to perform
administrative and clerical functions which are not performed by employees or
other agents engaged by the Funds or by the Manager acting in some other
capacity pursuant to a separate agreement or arrangement with the Funds; (6)
maintain or supervise the maintenance by third parties of such books and records
of the Company as may be required by applicable Federal or state law; (7)
authorize and permit the Manager's directors, officers and employees who may be
elected or appointed as directors or officers of the Company to serve in such
capacities; and (8) take such other action with respect to the Company, after
approval by the Company, 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.
(b) The Manager may retain third parties to
provide these services to the Company, at the Manager's own cost and
expense. The Manager shall make periodic reports to the Company's Board of
Directors on the performance of its obligations under this Agreement, other than
services provided to the Company by third parties retained in accordance with
the previous sentence.
3. Expenses of the Company. Except as provided in paragraph 2
or as provided in any separate agreement between the Funds and the Manager, the
Company shall be responsible for all of its expenses and liabilities, including:
(1) the fees and expenses of the Company's Directors who are not parties to this
Agreement or "interested persons" (as defined in the 1940 Act) of any such party
("Independent Directors"); (2) the salaries and expenses of any of the Company's
officers or employees who are not affiliated with the Manager; (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 Company'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 Company'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.
<PAGE>
4. Standard of Care. The Manager shall give the Company the
benefit of the Manager's best judgment and efforts in rendering business
management services pursuant to paragraph 2 of this Agreement. As an inducement
to the Manager's undertaking to render these services, the Company agrees that
the Manager shall not be liable under this Agreement for any mistake in judgment
or in any other event whatsoever except for lack of good faith, provided that
nothing in this Agreement shall be deemed to protect or purport to protect the
Manager against any liability to the Company or its shareholders to which the
Manager would otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence in the performance of the Manager's duties under this
Agreement or by reason of the Manager's reckless disregard of its obligations
and duties hereunder.
5. Fees. In consideration of the services to be rendered by
the Manager pursuant to paragraph 2 of this Agreement, each Fund shall pay the
Manager a monthly fee on the first business day of each month, based on the
average daily value (as determined on each business day at the time set forth in
the Prospectus of the Fund for determining net asset value per share) of the net
assets of the Fund during the preceding month at the annual rates set forth in a
supplement to this Agreement with respect to each Fund. If the fees payable to
the Manager pursuant to this paragraph 5 begin to accrue before the end of any
month or if this Agreement terminates before the end of any month, the fees for
the period from that date to the end of that month or from the beginning of that
month to the date of termination, as the case may be, shall be prorated
according to the proportion which the period bears to the full month in which
the effectiveness or termination occurs. For purposes of calculating the monthly
fees, the value of the net assets of a Fund shall be computed in the manner
specified in the Fund's Prospectus for the computation of net asset value. For
purposes of this Agreement, a "business day" is any day on which the New York
Stock Exchange is open for trading.
6. Expense Limitation. If the aggregate expenses of every
character incurred by, or allocated to, a Fund in any fiscal year, other than
interest, taxes, distribution expenses, brokerage commissions and other
portfolio transaction expenses, other expenditures which are capitalized in
accordance with generally accepted accounting principles and any extraordinary
expense (including, without limitation, litigation and indemnification
expenses), but including the fees provided for in paragraph 5 of this Agreement
and in any separate advisory agreement between the Fund and the Manager or any
affiliate of the Manager ("includable expenses"), shall exceed the expense
limitations applicable to the Fund imposed by state securities laws or
regulations thereunder, as these limitations may be raised or lowered from time
to time, the Manager shall pay to the
<PAGE>
Fund an amount equal to that excess. With respect to portions
of a fiscal year in which this Agreement shall be in effect, the foregoing
limitations shall be prorated according to the proportion which that portion of
the fiscal year bears to the full fiscal year. At the end of each month of the
Company's fiscal year, the Manager will review the includable expenses accrued
during that fiscal year to the end of the period and shall estimate the
contemplated includable expenses for the balance of that fiscal year. If, as a
result of that review and estimation, it appears likely that the includable
expenses will exceed the limitations referred to in this paragraph 6 for a
fiscal year with respect to a Fund, the Manager shall pay the Fund, subject to a
later reimbursement to reflect actual expenses, an amount equal to a pro rata
portion (prorated on the basis of remaining months of the fiscal year, including
the month just ended) of the amount by which the includable expenses for the
fiscal year (less an amount equal to the aggregate of actual reductions made
pursuant to this provision with respect to prior months of the fiscal year) are
expected to exceed the limitations provided in this paragraph 6. For the
purposes of the foregoing, the value of the net assets of the Fund shall be
computed in the manner specified in paragraph 5, and any payments required to be
made by the Manager shall be made once a year promptly after the end of the
Company's fiscal year.
7. Ownership of Records. All records required to be maintained
and preserved by the Funds pursuant to the provisions or rules or regulations of
the SEC under Section 31(a) of the 1940 Act and maintained and preserved by the
Manager on behalf of the Funds are the property of the Funds and shall be
surrendered by the Manager promptly on request by the Funds; provided, that the
Manager may at its own expense make and retain copies of any such records.
8. Duration and Termination. (a) This Agreement shall become
effective on the date of its execution, subject to prior shareholder approval
thereof as required under the 1940 Act, and shall continue in effect for a
period of two years from the date of its execution, provided, that the Agreement
will continue in effect with respect to a Fund for more than two years only so
long as the continuance is specifically approved at least annually (i) by the
vote of a majority of the outstanding voting securities of that Fund (as defined
in the 1940 Act) or by the Company's entire Board of Directors, and (ii) by the
vote, cast in person at a meeting called for that purpose, of a majority of the
Trust's Independent Directors.
(b) This Agreement may be terminated with respect to
a Fund at any time, without the payment of any penalty, by a vote of a
majority of the outstanding voting securities of that Fund (as defined in the
1940 Act) or by a vote of majority of the Company's entire Board of Directors on
60 days' written notice to
<PAGE>
the Manager or by the Manager on 60 days' written notice to
the Company. This Agreement shall terminate automatically in the event of its
assignment (as defined in the 1940 Act).
9. Services to Other Clients. Nothing herein contained shall
limit the freedom of the Manager or any affiliated person of the Manager to
render investment supervisory and administrative services to other investment
companies, to act as investment adviser or investment counselor to other
persons, firms or corporations, or to engage in other business activities.
10. Miscellaneous. (a) This Agreement shall be construed in
accordance with the laws of the State of Florida, provided that nothing herein
shall be construed in a manner inconsistent with the 1940 Act.
(b) The captions in this Agreement are included
for convenience of reference only and in no way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first above written.
IVY FUND
By: /s/ MICHAEL C. LANDRY
TITLE: President
IVY MANAGEMENT, INC.
By: /s/ MICHAEL C. LANDRY
TITLE: President
IVY FUND
BUSINESS MANAGEMENT AGREEMENT SUPPLEMENT
Ivy Canada Fund
AGREEMENT made this 31st day of December, 1994, by and between Ivy Fund
(the "Company") and Ivy Management Inc. (the "Manager").
WHEREAS, the Company is an open-end investment company, organized as a
Massachusetts business trust, and consists of such separate investment
portfolios as have been or may be established and designated by the Directors of
the Company from time to time;
WHEREAS, a separate class of shares of the Company is offered
to investors with respect to each investment portfolio;
WHEREAS, the Company has adopted a Master Business Management
Agreement ("Master Agreement") dated December 31, 1991, pursuant to
which the Company has appointed the Manager to provide the business
management services specified in that Master Agreement; and
WHEREAS, Mackenzie Canada Fund (the "Fund") is a separate
investment portfolio of the Company.
NOW, THEREFORE, the Directors of the Company hereby take the
following actions, subject to the conditions set forth:
1. As provided for in the Master Agreement, the Company hereby
adopts the Master Agreement with respect to the Fund, and the Manager
hereby acknowledges that the Master Agreement shall pertain to the
Fund, the terms and conditions of such Master Agreement being hereby
incorporated herein by reference.
2. The term "Fund" as used in the Master Agreement shall, for
purposes of this Supplement, pertain to the Fund.
3. As provided in the Master Agreement and subject to further
conditions as set forth therein, the Fund shall pay the Manager a
monthly fee on the first business day of each month based upon the
average daily value (as determined on each business day at the time set
forth in the Prospectus for determining net asset value per share) of
the net assets of the Fund during the preceding month at the annual
rate of 0.50% of the Fund's average daily net assets.
4. This Supplement and the Master Agreement (together, the
"Agreement") shall become effective with respect to the Fund on
November 1, 1990 and shall continue in effect with respect to the Fund
for a period of more than two years from such date only so long as the
continuance is specifically approved at least annually (a) by the vote
of a majority of the outstanding voting securities of the Fund (as
defined in the 1940 Act) or by the Company's entire Board of Directors
and (b) by the vote, cast in person at a meeting called for that
purpose, of a majority of the Company's Independent Directors. This
Agreement may be terminated with respect to the Fund at any time,
without payment of any penalty, by vote of a majority of the
outstanding voting securities of the Fund (as defined in the 1940 Act)
or by vote of a majority of the Company's entire Board of Directors on
60 days' written notice to the Manager or by the Manager on 60 days'
written notice to the Company. This Agreement shall terminate
automatically in the event of its assignment (as defined in the 1940
Act).
IVY FUND, on behalf of Ivy Canada Fund
By: /s/ Michael G. Landry
TITLE: President
IVY MANAGEMENT, INC.
By: /s/ Michael G. Landry
TITLE: President
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 31st day of December, 1994, by and between
Ivy Fund (the "Company") and Mackenzie Financial Corporation ("the Advisor")
WHEREAS, the Company is an open-end investment company with
one or more investment portfolios, one of which is Ivy Canada Fund (the "Fund");
and
WHEREAS, the Company has, on behalf of the Fund entered into
an agreement with Ivy Management Inc. (the "Manager") to provide management and
administrative services; and
WHEREAS, the Company engages in the business of investing and
reinvesting the assets of the Fund in the manner and in accordance with the
investment objective and restrictions specified in the currently effective
Prospectus (the "Prospectus") relating to the Company and the Fund included in
the Company's Registration Statement, as amended from time to time, filed by the
Company under the Investment Company Act of 1940 (the "1940 Act") and the
Securities Act of 1933;
<PAGE>
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties agree as follows:
1. The Company hereby appoints the Adviser to provide the
investment advisory services specified in this Agreement with regard to the Fund
and the Adviser hereby accepts such appointment.
2. (a) The Adviser shall, at its expense, (i) employ or
associate with itself such persons as it believes appropriate to assist it in
performing its obligations under this Agreement and (ii) provide all services,
equipment and facilities necessary to perform its obligations under this
Agreement.
(b) The Company shall be responsible for all of
its expenses and liabilities, including: (1) the fees and expenses of the
Company's Directors who are not parties to this Agreement or "interested
persons" (as defined in the 1940 Act) of any such party ("Independent
Directors"); (2) the salaries and expenses of any of the Company's officers or
employees who are not affiliated with the Manager or the Adviser; (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
<PAGE>
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 Securities and Exchange Commission and with
various state securities commissions; (7) accounting and legal costs; (8)
insurance premiums; (9) fees and expenses of the Company'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
Company's legal existence and of shareholders' meetings; (12) expenses of
preparation and distribution to existing shareholders of periodic reports, proxy
materials and prospectuses; (13) fees and expenses of membership in industry
organizations; and (14) expenses of qualification of the Company as a foreign
corporation authorized to do business in any jurisdiction in which the Manager
determines that such qualification is necessary or desirable.
3. (a) As manager of the assets of the Fund, the Adviser shall
make investments for the account of the Fund in accordance with the Adviser's
best judgment and within the investment objective and restrictions set forth in
the Prospectus applicable to the Fund, the 1940 Act and the provisions of the
Internal Revenue Code relating to regulated
<PAGE>
investment companies, subject to policy decisions adopted by the Company's
Board of Directors.
(b) The Adviser will determine the securities to
be purchased or sold by the Fund and will place orders pursuant to its
determinations with any broker or dealer who deals in such securities. The
Adviser also shall (i) comply with all reasonable requests of the Company for
information, including information required in connection with the Company's
filings with the Securities and Exchange Commission and state securities
commissions, and (ii) provide such other services as the Adviser shall from time
to time determine, upon consultation with the Manager, to be necessary or useful
to the administration of the Funds.
(c) The Adviser shall furnish to the Company's Board of
Directors periodic reports on the investment performance of the Fund and on
performance of its obligations under this Agreement and shall supply such
additional reports and information as the Company's officers or Board of
Directors shall reasonably request.
(d) On occasions when the Adviser deems the purchase or sale
of a security to be in the best interest of the Fund as well as other customers,
the Adviser, to the extent permitted by applicable law, may aggregate the
securities to be so sold or purchased in order to obtain the best execution or
lower brokerage commissions, if any. The Adviser also may purchase or sell a
particular security for one or more customers in different amounts. On either
occasion, and to the extent permitted by applicable law and regulations,
allocation of the securities so purchased or sold, as well as the expenses
incurred in the transaction, will be made by the Adviser in the manner it
considers to be the most equitable and consistent with its fiduciary obligations
to the Fund and to such other customers.
4. The Adviser shall give the Company the benefit of the
Adviser's best judgment and efforts in rendering services under this Agreement.
The Company agrees that the Adviser shall not be liable under this Agreement for
any mistake in judgment or in any other event whatsoever, provided that nothing
in this Agreement shall be deemed to protect or purport to protect the Adviser
against any liability to the Company or its shareholders to which the Adviser
would otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Adviser's duties under this Agreement or by
reason of the Adviser's reckless disregard of its obligations and duties
hereunder.
<PAGE>
5. In consideration of the services to be rendered by the
Adviser under this Agreement, the Company shall pay the Adviser a monthly fee on
the first business day of each month, at the annual rate of 0.35% of the average
daily value (as determined on each business day at the time set forth in the
Prospectus of the Fund for determining net asset value per share) of the net
assets of the Fund during the preceding month. If the fees payable to the
Adviser pursuant to this paragraph 5 begin to accrue before the end of any month
or if this Agreement terminates before the end of any month, the fees for the
period from that date to the end of that month or from the beginning of that
month to the date of termination, as the case may be, shall be prorated
according to the proportion which the period bears to the full month in which
the effectiveness or termination occurs. For purposes of calculating the monthly
fees, the value of the net assets of the Fund shall be computed in the manner
specified in the Prospectus of the Fund for the computation of net asset value.
For purposes of this Agreement, a "business day" is any day on which the New
York Stock Exchange is open for trading.
6. (a) This Agreement shall become effective on November 12,
1987 and shall continue in effect for a period of two years from the date of its
execution, provided that the Agreement will continue in effect for more than two
years
<PAGE>
only so long as the continuance is specifically approved at least annually (i)
by the vote of a majority of the outstanding voting securities of the Fund (as
defined in the 1940 Act) or by the Company's Board of Directors and (ii) by the
vote, case in person at a meeting called for that purpose, of a majority of the
Company's Independent Directors.
(b) This Agreement may be terminated with
respect to the Fund at any time, without the payment of any penalty, by a
vote of a majority of the outstanding voting securities of the Fund (as defined
in the 1940 Act) or by a vote of a majority of the Company's entire Board of
Directors on 60 days' written notice to the Adviser or by the Adviser on 60
days' written notice to the Company. This Agreement shall terminate
automatically in the event of its assignment (as defined in the 1940 Act).
7. This Agreement shall be construed in accordance with the
laws of the State of Florida, provided that nothing herein shall be construed in
a manner inconsistent with the 1940 Act.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused the
Agreement to be executed as of the date first above written.
IVY FUND on behalf of Ivy Canada Fund
By: /s/ Michael G. Landry
TITLE: President
MACKENZIE FINANCIAL CORPORATION
By: /s/ Alexander Christ
TITLE: President
Mackenzie
DEALER AGREEMENT
for the sale of Share of
THE MACKENZIE GROUP OF FUNDS
Greetings:
We are the Principal Underwriter for the shares (the "Shares") of investment
companies registered under the Investment Company Act of 1940 (the "Act"). Each
of the investment companies is comprised of multiple funds (referred to
individually as a "Fund" and collectively as the "Funds") that represent "The
Mackenzie Group of Funds." Subject to the terms of this Agreement, we hereby
offer to appoint you as a non-exclusive distributor for the sale of Shares of
The Mackenzie Group of Funds for which we are now, or for which we become,
principal underwriter in the jurisdictions, in compliance with the applicable
laws, in which you are registered as a dealer, subject in all cases to the
delivery preceding or accompanying such sales of the currently effective U.S.
prospectus.
SALES OF SHARES - Subject to applicable legal restrictions, you agree to use
your best efforts to solicit investors for orders to purchase the Shares. In all
sales of Shares made by you, you shall act as dealer with respect to investors
and in no transactions shall you have any authority to act as agent for any of
the Funds or for us, and nothing in this Agreement shall constitute either you
or us the agent of the other or shall constitute you or any of the Funds the
agent of the other.
No person is authorized to make any representation concerning any of the Funds
or the Shares except those contained in the then effective prospectuses and
statements of additional information ("Prospectuses"). In purchasing Shares from
us, you shall rely solely on the representations contained in the Prospectuses.
We shall provide you with copies of the Prospectuses, reports to Shareholders
and available printed information in reasonable quantities upon request. You may
solicit orders for Shares only at prices calculated as described in the
Prospectuses.
ORDERS, CONFIRMATIONS AND PAYMENT FOR SHARES - Orders submitted by you shall be
accepted by us at the public offering price applicable to each order, except for
transactions at net asset value, determined as described in the applicable
Prospectus. The minimum dollar purchase of Shares of each Fund (including Shares
being acquired by your customers pursuant to the Exchange Privilege or the
Reinvestment Privilege as described in the Prospectus) shall be the applicable
minimum amounts described in the applicable Prospectus and no order for less
than such amounts will be accepted. The public offering price shall be the net
asset value per share plus any sales charge payable upon such purchase as
specified in the applicable Prospectus. All orders are subject to acceptance by
us and we reserve the right in our sole discretion to reject any order. We will
not purchase Shares from the Funds except to cover purchase orders already
received by us from broker-dealers.
You may place orders by transmitting them to the Transfer Agent through the
facilities of the National Securities Clearing Corporation ("NSCC"). All orders
placed with you before the close of business on the New York Stock Exchange will
be transmitted by you to the NSCC by the final p.m. cutoff time, currently 7:00
p.m. Eastern time on the same day. With respect to these orders, you will
furnish the investor's name, state or country of residence, the gross amount of
each order or the number of Shares being purchased, and the Fund or Funds
selected for investment.
Orders may also be placed by mail at the Transfer Agent, or by telephone, at our
office, 700 South Federal Highway, Suite 300, Boca Raton, FL 33432. Phone: (407)
393-8900 or (800) 456-5111. Shares purchased by mail will be held in escrow for
15 days. With respect to telephone orders, you will notify us each day of orders
prior to the close of the New York Stock Exchange, furnishing the investor's
name, state or country of residence, and the gross amount of each order or the
number of Shares being purchased.
The Transfer Agent will mail you a confirmation for each order placed, showing
your name, the gross amount of each order and the name of the Fund. You will
make payment to the Transfer Agent of the net amount, after deduction of your
concession, within five (5) business days of placing the order. If such payment
is not so received, we reserve the right, without notice, to cancel the sale,
and we may hold you responsible for any loss, including loss of profit, suffered
by us or by the Fund resulting from your failure to make such payment. After
receipt by the Transfer Agent of payment and instructions for an order, the
Transfer Agent will send a "Transaction Advice" to the investor, as well as
duplicate copies of the transaction advice to you.
If any Shares sold under the terms of this Agreement are repurchased or redeemed
by the Fund within seven (7) business days after the date of our confirmation,
it is agreed that you shall forthwith refund to us the full concession and any
other fees specified in this Agreement received by you on such sale. Upon
receipt, we will pay your refund to the Fund. All sales are made subject to
receipt of Share by us from the Fund. We reserve the right in our discretion,
without notice, to suspend the sale of Shares or withdraw the offering of Shares
entirely.
In the event you effect a telephonic redemption, or telephonic exchange of Fund
Shares for Shares of another Fund on behalf of your customer, you agree to
indemnify the Funds, us and the Transfer Agent for any loss, injury, damage,
expense or liability as a result of acting or relying upon your telephone
instructions and information.
This agreement shall replace any prior agreement between us. Your first order
placed with us for the purchase of Shares will represent your acceptance of this
Agreement.
SALES CONCESSION - The sales charge applicable to any sale of Fund Shares by you
and the dealer concession applicable to any order from you for the purchase of
Fund Shares shall be as set forth in the Prospectus.
Individual purchases are considered to include single sales to "any person" as
from time to time defined in the Act and the rules and regulations thereunder. A
scale of reduced sales commissions and dealer concessions may be applied on a
cumulative basis to subsequent sales where the dollar amount of the subsequent
sale, when added the value (calculated at current offering price) of any other
Shares of the Fund and/or Shares of the other Funds distributed by Mackenzie
Investment Management, Inc. (except the cash management Funds) then owned by the
investor, is sufficient to qualify for the reduced sales charge. See the
Prospectus for details.
You may be deemed to be an underwriter in connection with sales by you of Shares
of a Fund where you receive the entire sales charge as set forth in the
Prospectus and therefore you may be subject to applicable provisions of the
securities Act of 1933. The amount of the total sales commission or the dealer
concession or both may be changed at any time.
DISTRIBUTION SERVICES - To the extent that you provide distribution and
marketing services in the promotion of the sale of Shares of any Fund which has
adopted a Distribution Plan (as described in the Prospectus), including
furnishing services and assistance to your customers who invest in and own
Shares of any such Fund, we shall pay you a fee described in that Fund's
Prospectus on Fund Shares which are owned of record by your firm as nominee for
your customers or which are owned by those customers of your firm whose records,
as maintained by such Fund or its agent, designate your firm as the customer's
dealer of record.
The provisions of this paragraph may be terminated with respect to any Fund in
accordance with the provisions of Rule 12b-1 under the Act and thereafter no
such fee will be paid to you.
APPLICABLE LAWS - This Agreement is conditioned upon your representation and
warranty that you are a member of the National Association of Securities
Dealers, Inc. or, in the alternative, that you are a foreign dealer not eligible
for membership in that Association. You and we agree to abide by the rules and
regulations of the National Association of Securities Dealers, Inc., including
Rule 26 of its Rules of Fair Practice, and all applicable state and Federal
laws, rules and regulations, as well as the rules and regulations of the
government and all authorized agencies having jurisdiction over the sales of
Shares made by you. You agree to indemnify and hold the Funds, their investment
advisors and us harmless from loss or damage resulting from any failure on your
part to comply with the applicable laws.
The Funds generally maintain effective registrations in all of the United
States. If it is necessary to register or qualify the Shares in other
jurisdictions in which you intend to offer the Shares, it will be your
responsibility to arrange for and to pay the cost of such registration or
qualification; prior to any such registration or qualification, you will notify
us of your intent and of any limitations that might be imposed on the Funds, and
you agree not to proceed with such registration or qualification without the
written consent of the Funds and of ourselves.
TAX REPORTING - Mackenzie Investment Management Inc. and the Transfer Agent, on
behalf of the Funds, will be responsible for reporting dividends and
distributions to registered owners of the Shares. If you are a registered owner
of Shares held in "street name," you will be required to prepare and send to
each beneficial owner of such Shares, dividend and distribution reports relating
to the Shares owned by such beneficial owner.
RECORDS - You agree to maintain records of all sales of Shared made through you
and to furnish us with copies of each record on request.
TERMINATION - This agreement may be terminated by either of us, at any time,
upon written notice. We reserve the right, without notice, to amend or modify
this Agreement.
NOTICES AND COMMUNICATIONS - All communications to us shall be sent to the
address listed on this document. Any notice to you shall be duly given if mailed
or telegraphed to you at the address set forth below (or such other addresses of
which you shall notify us in writing).
The undersigned hereby accepts the offer contained in the above Agreement and
agrees to abide by the foregoing terms and conditions:
Dealer:
Address:
City/State/Zip:
By:
Signature of Principal
By: MACKENZIE INVESTMENT MANAGEMENT INC.
---------------------------
Name and Title of Principal (Please Print)
Date: By: /s/ MICHAEL C. LANDRY
Authorized Signature
Phone: Date:
<PAGE>
AMENDMENT TO DEALER AGREEMENT
THE MACKENZIE GROUP OF FUNDS
Gentlemen:
Effective January 1, 1992, Mackenzie Investment Management Inc.
("Mackenzie") became Principal Distributor for the shares of Ivy Fund.
This is to inform you that the Dealer Agreement between you firm and Mackenzie,
which provides for the sale of shares of Industrial Series Trust and the
Mackenzie Funds, Inc., is hereby amended so as to provide also for the sale of
shares of Ivy Fund.
The heading and introductory paragraph have been amended, as appropriate,
to include reference to sale of any shares for which Mackenzie Investment
Management Inc. is Principal Distributor.
The remaining provisions of the Dealer Agreement remain unchanged. Your first
order placed with us for the purchase of shares of Ivy Fund will represent your
acceptance of this amendment.
MACKENZIE INVESTMENT
MANAGEMENT INC.
January 1, 1992 By: /s/ MICHAEL C. LANDRY
----------------------
TITLE: President
<PAGE>
AMENDMENT TO DEALER AGREEMENT
THE MACKENZIE GROUP OF FUNDS
April , 1993
In connection with the distribution by you of any shares of a Fund sold subject
to a contingent deferred sales charge, which may now or hereafter be offered by
us, the Dealer Agreement for The Mackenzie Group of Fund between you and
Mackenzie Investment Management Inc. is hereby amended and supplemented as
follows, effective immediately. In place of your signing and returning a
duplicate copy of this Amendment, we shall consider your first order on or after
April , 1993 as acceptance of the Agreement as amended.
1. The this sentence of the first paragraph under the caption "ORDERS,
CONFIRMATIONS AND PAYMENT FOR SHARES" in the Agreement is deleted and
replaced with the following sentence, "The public offering price shall
be as specified in the then current Fund Prospectus."
2. The first paragraph under the caption "DISTRIBUTION SERVICES" is
deleted and replaced with the following paragraph:
Certain of the Funds (as well as classes thereof) have adopted
Distribution Plans pursuant to which we, on behalf of each such Fund,
will pay a service fee and, in the case of Class B shares, a trail
commission to dealers in accordance wit the provisions of such Funds'
Distribution Plans. The provisions and terms of the Funds' Distribution
Plans are described in their then current Prospectuses, and you hereby
agree that we have made no representations to you with respect to the
Distribution Plan of such Funds in addition to, or conflicting with,
the description set forth in their then current Prospectus.
4. With respect to Funds offering shares both subject to a front-end sales
charge ("Class A shares") and shares subject to a contingent deferred
sales charge ("Class B shares"), you shall conform to the compliance
standards attached hereto.
<PAGE>
The following is added after the first sentence of the section
captioned "TERMINATION":
You agree (notwithstanding the provisions of the prior sentence hereof)
that this Agreement shall automatically terminate without notice upon
your: (a) filing of a petition in bankruptcy or a petition seeking any
reorganization, arrangement composition, readjustment, liquidation,
dissolution or similar relied under any present or future bankruptcy,
reorganization, insolvency or similar statute, law or regulation; or
(b) seeking the appointment of any trustee, conservator, receiver,
custodian or liquidator for you or for all or substantially all of your
properties. Likewise, you agree (notwithstanding the first sentence of
this Termination section) the: (w) if a proceeding is commenced against
you seeking relief or an appointment of a type described in the
immediately preceding two sentences; or (x) if a trustee, conservator,
receiver, custodian or liquidator is appointed for you or for all or
substantially all of your properties; or (y) if an application for a
protective decree under the provisions of the Securities Investor
Protection Act of 1970 shall have been filed against you; or (z) if you
are a registered broker-dealer and (i) the Securities and Exchange
Commission (the "SEC") shall revoke or suspend your registration as a
broker-dealer, (ii) any national securities exchange or national
securities association shall revoke or suspend your membership, or
(iii) under any applicable net capital rule of the SEC or of any
national securities exchange, your aggregate indebtedness shall exceed
%1000 of your net capital, this Agreement shall automatically
terminate. You agree that you will immediately advise us of any such
proceeding, appointment, application revocation, suspension or
indebtedness level.
Mackenzie Funds Distribution Inc.
700 South Federal Highway, Suite 300
Boca Raton, Florida 33432
IVY FUND
AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Dear Sirs:
This will confirm the agreement between the undersigned (the "Fund") and you
(the "Distributor") as follows:
1. The Fund is an open-end management investment company which currently
has six investment portfolios and which may create additional portfolios in
the future. One or more separate classes of shares of beneficial interest in the
Fund is offered to investors with respect to each portfolio. This Agreement
relates to Class A and Class B of each of the Fund's portfolios, Ivy China
Region Fund, Ivy Emerging Growth Fund, Ivy Growth Fund, Ivy Growth with Income
Fund, Ivy International Fund (the "Equity Portfolios"), to the one class of
shares of Ivy Money Market Fund and to such other Portfolios as shall be
designated from time to time by the Board of Trustees in any supplement to the
Plan (together with the Equity Portfolios, the "Portfolios"). The Fund engages
in the business of investing and reinvesting the assets of a Portfolio in the
manner and in accordance with the investment objectives and restrictions
specified in the currently effective Prospectuses (the "Prospectuses") relating
to the Portfolios included in the Fund's Registration Statement, as amended from
time to time (the "Registration Statement"), filed by the Fund under the
Investment Company Act of 1940, as amended, (the "1940 Act") and the Securities
Act of 1933, as amended, (the "1933 Act"). Copies of the documents referred to
in the preceding sentence have been furnished to the Distributor. Any amendments
to those documents shall be furnished to the Distributor promptly. The Fund has
adopted a separate Distribution Plan (the "Plan") for Class A and Class B of
each of the Equity Portfolios pursuant to Rule 12b-1 under the 1940 Act.
2. As the Fund's agent, the Distributor shall be the exclusive distributor
for the unsold portion of shares of beneficial interest in Ivy Money
Market Fund and Class A and Class B shares of beneficial interest in
the Equity Portfolios (the "shares") which may from time to time be
registered under the 1933 Act.
3. The Fund shall sell through the Distributor, as the Fund's agent,
shares of the Portfolios to eligible investors as described in the
Prospectuses. All orders through the Distributor shall be subject to
acceptance and confirmation by the Fund. The Fund shall have the right,
at its election, to deliver either shares issued upon original issue or
treasury shares.
4. As the Fund's agent, the Distributor may sell and distribute shares of
the Portfolios in such manner not inconsistent with the provisions
hereof and the Fund's Prospectuses as the Distributor may determine
from time to time. In this connection, the Distributor shall comply
with all laws, rules and regulations applicable to it, including,
without limiting the generality of the foregoing, all applicable rules
or regulations under the 1940 Act and of any securities association
registered under the Securities Exchange Act of 1934, as amended, (the
"1934 Act").
5. To the extent permitted by its then effective Prospectuses, the Fund
reserves the right to sell shares of the Portfolios to purchasers to
the extent that it or the transfer agent for its shares receives
purchase requests therefor. The Fund reserves the right to refuse at
any time or times to sell any of its shares for any reason deemed
adequate by it.
6. All shares offered for sale and sold by the Distributor shall be offered
for sale and sold by the Distributor to designated investors at the price per
share specified and determined as provided in the Portfolios' Prospectuses,
including any applicable reduction or elimination of sales charges with respect
to Class A shares of the Equity Portfolios as provided in the Equity Portfolios'
Prospectus (the "offering price"). The Fund shall determine and promptly furnish
to the Distributor a statement of the offering price at least once on each day
on which the New York Stock Exchange is open for trading. Each offering price
shall become effective at the time and shall remain in effect during the period
specified in the statement. Each such statement shall show the basis of its
computation.
7. (a) The Distributor shall be entitled to deduct a commission on all
Class A shares sold equal to the difference, if any, between the
offering price and the net asset value on which such price is based. If
any such commission is received by a Portfolio, it will pay such
commission to the Distributor. Out of such commission, the Distributor
may allow to dealers such concession as the Distributor may determine
from time to time. Notwithstanding anything in this Agreement otherwise
provided, sales may be made at net asset value as provided in the
Prospectuses for the Portfolios.
(b) The Distributor shall be entitled to deduct a contingent
deferred sales charge on the redemption of certain Class A and Class B shares in
accordance with, and in the manner set forth in, the Equity Portfolios'
Prospectus. The Distributor may reallow any or all of such contingent deferred
sales charges to dealers as the Distributor may determine from time to time.
Notwithstanding anything in this Agreement otherwise provided, the Distributor
may waive the contingent deferred sales charge as disclosed in the Equity
Portfolios' Prospectus.
(c) The Fund shall pay to the Distributor distribution fees
for Class A and Class B shares of the Equity Portfolios at the rate set forth in
the Plans, as amended from time to time. The Distributor may reallow any or all
of such distribution fees to dealers as the Distributor may determine from time
to time.
8. The Fund shall furnish the Distributor from time to time, for use in
connection with the sale of shares of the Portfolios, such information
with respect to the Fund as the Distributor may reasonably request. The
Fund represents and warrants that such information, when signed by one
of its officers, shall be true and correct. The Fund also shall furnish
to the Distributor copies of its reports to its shareholders and such
additional information regarding the Fund's financial condition as the
Distributor may reasonably request from time to time.
9. The Registration Statement and the Prospectuses have been or will be, as
the case may be, prepared in conformity with the 1933 Act, the 1940 Act and the
rules and regulations of the Securities and Exchange Commission (the "SEC"). The
Fund represents and warrants to the Distributor that the Registration Statement
and the Prospectuses contain or will contain all statements required to be
stated therein in accordance with the 1933 Act, the 1940 Act and the rules and
regulations thereunder, that all statements of fact contained or to be contained
therein are or will be true and correct at the time indicated or the effective
date, as the case may be, and that neither the Registration Statement nor the
Prospectuses, when they shall become effective under the 1933 Act or be
authorized for use, shall include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading to a purchaser of shares. The Fund shall from
time to time file such amendment or amendments to the Registration Statement and
the Prospectuses as, in the light of future developments, shall, in the opinion
of the Fund's counsel, be necessary in order to have the Registration Statement
and the Prospectuses at all times contain all material facts required to be
stated therein or necessary to make the statements therein not misleading to a
purchaser of shares. The Fund represents and warrants to the Distributor that
any amendment to the Registration Statement or the Prospectuses filed hereafter
by the Fund will, when it becomes effective under the 1933 Act, contain all
statements required to be stated therein in accordance with the 1933 Act, the
1940 Act and the rules and regulations thereunder, that all statements of fact
contained therein will, when the same shall become effective, be true and
correct, and that no such amendment, when it becomes effective, will include an
untrue statement of a material fact or will omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading to a purchaser of shares.
10. The Fund shall prepare and furnish to the Distributor from time to time
such number of copies of the most recent form of the Prospectuses for the
Portfolios filed with the SEC as the Distributor may reasonably request. The
Fund authorizes the Distributor to use the Prospectuses, in the form furnished
to the Distributor from time to time, in connection with the sale of shares of
the Portfolios. The Fund shall indemnify, defend and hold harmless the
Distributor, its officers and directors and any person who controls the
Distributor within the meaning of the 1933 Act, from and against any and all
claims, demands, liabilities and expenses (including the cost of investigating
or defending such claims, demands or liabilities and any counsel fees incurred
in connection therewith) which the Distributor, its officers and directors or
any such controlling person may incur under the 1933 Act, the 1940 Act, the
common law or otherwise, arising out of or based upon any alleged untrue
statement of a material fact contained in the Registration Statement or the
Prospectuses or arising out of or based upon any alleged omission to state a
material fact required to be stated in either or necessary to make the
statements in either not misleading. This contract shall not be construed to
protect the Distributor against any liability to the Fund or its shareholders to
which the Distributor would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of its reckless disregard of its obligations and duties under this
contract. This indemnity agreement and the Fund's representations and warranties
in this contract shall remain operative and in full force and effect regardless
of any investigation made by or on behalf of the Distributor, its officers and
directors or any such controlling person. This indemnity agreement shall inure
exclusively to the benefit of the Distributor and its successors, the
Distributor's officers and directors and their respective estates and any such
controlling persons and their successors and estates.
11. The Distributor agrees to indemnify, defend and hold harmless the Fund,
its officers and trustees and any person who controls the Fund within the
meaning of the 1933 Act, from and against any and all claims, demands,
liabilities and expenses (including the cost of investigating or defending such
claims, demands or liabilities and any counsel fees incurred in connection
therewith) which the Fund, its officers or trustees or any such controlling
person, may incur under the 1933 Act, the 1940 Act, the common law or otherwise,
but only to the extent that such liability or expenses incurred by the Fund, its
officers or trustees or such controlling person resulting from such claims or
demands shall arise out of or be based upon any untrue statement of a material
fact contained in information furnished in writing by the Distributor to the
Fund specifically for use in the Registration Statement or the Prospectuses or
shall arise out of or be based upon any omission to state a material fact in
connection with such information required to be stated in the Registration
Statement or the Prospectuses or necessary to make such information not
misleading.
12. No shares shall be sold through the Distributor or by the Fund under
this contract and no orders for the purchase of shares shall be
confirmed or accepted by the Fund if and so long as the effectiveness
of the Registration Statement shall be suspended under any of the
provisions of the 1933 Act. Nothing contained in this paragraph 11
shall in any way restrict, limit or have any application to or bearing
upon the Fund's obligation to redeem shares from any shareholder in
accordance with the provisions of its Agreement and Declaration of
Trust. The Fund will use its best efforts at all times to have shares
effectively registered under the 1933 Act.
13. The Fund agrees to advise the Distributor immediately:
(a) of any request by the SEC for amendments to the
Registration Statement or the Portfolios' Prospectuses or for additional
information;
(b) in the event of the issuance by the SEC of any stop order
suspending the effectiveness of the Registration Statement or the Portfolios'
Prospectuses under the 1933 Act or the initiation of any proceedings for that
purpose;
(c) of the happening of any material event which makes untrue
any statement made in the Registration Statement or the Portfolios' Prospectuses
or which requires the making of a change in either thereof in order to make the
statements therein not misleading; and
(d) of all action of the SEC with respect to any amendments to
the Registration Statement or the Portfolios' Prospectuses which may from time
to time be filed with the SEC under the 1933 Act or the 1940 Act.
14. Insofar as they concern the Fund, the Fund shall comply with all
applicable laws, rules and regulations, including without limiting the
generality of the foregoing, all rules and regulations made or adopted
pursuant to the 1933 Act, the 1940 Act or by any securities association
registered under the 1934 Act.
15. The Distributor may, if it desires and at its own cost and expense,
appoint or employ agents to assist it in carrying out its obligations
under this contract, but no such appointment or employment shall
relieve the Distributor of any of its responsibilities or obligations
to the Fund under this contract.
16. (a) The Distributor shall from time to time employ or associate with it
such persons as it believes necessary to assist it in carrying out its
obligations under this contract. The compensation of such persons shall
be paid by the Distributor.
(b) The Fund shall execute all documents and furnish any
information which may be reasonably necessary in connection with the
qualification of shares of the Portfolios for sale in jurisdictions designated
by the Distributor.
17. The Distributor shall pay all expenses incurred in connection with its
qualification as a dealer or broker under Federal or state law. It is understood
and agreed that, so long as the Plan continues in effect, any expenses incurred
by the Distributor hereunder (as well as any other expenses which may be
permitted to be paid pursuant to the Plan) may be paid from amounts received by
it from the Fund under the Plan. The Fund shall be responsible for all of its
expenses and liabilities, including: (i) the fees and expenses of the Fund's
Trustees who are not interested persons (as defined in the 1940 Act) of the
Fund; (ii) the salaries and expenses of any of the Fund's officers or employees
who are not affiliated with the Distributor; (iii) interest expenses; (iv) taxes
and governmental fees, including an original issue taxes or transfer taxes
applicable to the sale or delivery of shares or certificates therefor; (v)
brokerage commissions and other expenses incurred in acquiring or disposing of
portfolio securities; (vi) the expenses of registering and qualifying shares for
sale with the SEC and with various state securities commissions; (vii)
accounting and legal costs; (viii) insurance premiums; (ix) fees and expenses of
the Fund's Custodian and Transfer Agent and any related services; (x) expenses
of obtaining quotations of portfolio securities and of pricing shares; (xi)
expenses of maintaining the Fund's legal existence and of shareholders'
meetings; (xii) expenses of preparation and distribution to existing
shareholders of periodic reports, proxy materials and prospectuses; (xiii) fees
and expenses of membership in industry organizations; and (xiv) expenses of
qualification of the Fund as a foreign corporation authorized to do business in
any jurisdiction if the Distributor determines that such qualification is
necessary or desirable.
18. This contract shall continue in effect automatically for successive
annual periods, provided such continuance is specifically approved at least
annually (i) by a vote of a majority of the Trustees who are not parties to the
contract or interested persons (as defined in the 1940 Act) of any such party
and who have no direct or indirect financial interest in the operation of the
Plan or in any related agreement (the "Independent Trustees"), by vote cast in
person at a meeting called for the purpose of voting on such approval and (ii)
either (a) by the vote of a majority of the outstanding voting securities (as
defined in the 1940 Act) of the Portfolios or (b) by the vote of a majority of
the entire Board of Trustees. This contract may be terminated with respect to a
Portfolio at any time, without payment of any penalty, by a vote of a majority
of the outstanding voting securities of that Portfolio (as defined in the 1940
Act) or by a vote of a majority of the Independent Trustees of the Fund on 60
days' written notice to the Distributor or by the Distributor on 60 days'
written notice to the Fund. This contract shall terminate automatically in the
event of its assignment (as defined in the 1940 Act).
19. Except to the extent necessary to perform the Distributor's obligations
under this contract, nothing herein shall be deemed to limit or
restrict the right of the Distributor, or any affiliate of the
Distributor, or any employee of the Distributor, to engage in any other
business or to devote time and attention to the management or other
aspects of any other business, whether of a similar or dissimilar
nature, or to render services of any kind to any other corporation,
firm, individual or association.
20. This contract shall be construed in accordance with the laws of the
State of Florida, provided that nothing herein shall be construed in a
manner inconsistent with the 1940 Act.
21. The Fund's Agreement and Declaration of Trust, as amended and restated,
has been filed with the Secretary of State of The Commonwealth of
Massachusetts. The obligations of the Fund are not personally binding
upon, nor shall resort be had to the private property of any of the
Trustees, shareholders, officers, employees or agents of the Fund, but
only the Fund's property shall be bound.
<PAGE>
If the foregoing correctly sets forth the agreement between the Fund and the
Distributor, please so indicate by signing and returning to the Fund the
enclosed copy hereof.
Very truly yours,
IVY FUND
By: /s/ MICHAEL C. LANDRY
President
ACCEPTED:
MACKENZIE FUNDS DISTRIBUTION INC.
By: /s/ MICHAEL C. LANDRY
President
Date: October 23, 1993
IVY FUND
ADDENDUM TO AMENDED AND RESTATED
DISTRIBUTION AGREEMENT
Ivy International Fund
WHEREAS, Ivy Fund is registered as an open-end investment company under
the Investment Company Act of 1940 (the "Act") and consists of one or more
separate investment portfolios (the "Portfolios") as may be designated from time
to time; and
WHEREAS, Mackenzie Funds Distribution Inc. ("Distributor") serves as Ivy
Fund's distributor pursuant to an Amended and Restated Distribution Agreement
("Agreement") dated October 23, 1993; and
WHEREAS, Ivy Fund and Distributor desire that the Agreement pertain to
the Class I shares of Ivy International Fund.
NOW THEREFORE, Ivy Fund and Distributor hereby agrees that:
The Agreement shall relate in all respects to the Class I shares of Ivy
International Fund in addition to the classes of Portfolios
specifically identified in Paragraph 1 of the Agreement.
IN WITNESS WHEREOF, Ivy Fund and Distributor have adopted this Addendum
as of this 23rd day of October, 1993.
IVY FUND
By: /s/ MICHAEL C. LANDRY
TITLE: President
MACKENZIE FUNDS DISTRIBUTION INC.
By: /s/ MICHAEL C. LANDRY
TITLE: President
AGREEMENT BETWEEN
BROWN BROTHERS HARRIMAN & CO.
AND
IVY FUND
<PAGE>
TABLE OF CONTENTS
1. Employment of Custodian 1
2. Powers and Duties of the Custodian
with respect to Property of the Fund
held by the Custodian 2
2.1 Safekeeping 2
2.2 Manner of Holding Securities 2
2.3 Registration 3
2.4 Purchases 3
2.5 Exchanges 5
2.6 Sales of Securities 5
2.7 Depositary Receipts 6
2.8 Exercise of Rights: Tender Offers 7
2.9 Stock Dividends, Rights, Etc. 7
2.10 Options 8
2.11 Borrowings 9
2.12 Demand Deposit Bank Accounts 9
2.13 Interest Bearing Call or Time Deposits 10
2.14 Futures Contracts 12
2.15 Foreign Exchange Transactions 13
2.16 Securities Loans 14
2.17 Collections 14
2.18 Dividends, Distributions and Redemptions 15
2.19 Proxies, Notices, Etc. 16
2.20 Nondiscretionary Details 17
2.21 Bills 17
2.22 Deposit of Fund Assets in Securities Systems 17
2.23 Other Transfers 19
2.24 Investment Limitations 20
2.25 Custodian Advances 20
2.26 Restricted Securities 22
2.27 Proper Instructions 23
2.28 Segregated Account 24
3. Powers and Duties of the Custodian with Respect to
the Appointment of Subcustodians 25
4. Assistance by the Custodian as to Certain Matters 30
5. Powers and Duties of the Custodian with Respect to
its Role as Recordkeeping Agent 30
5.1 Records 30
5.2 Accounts 30
5.3 Access to Records 30
5.4 Options of Fund's Independent Certified Accountants 31
5.5 Reports of Custodian's Independent Public
Accountants 31
<PAGE>
6. Standard of Care and Related Matters 31
6.1 Liability of the Custodian with Respect
to Proper Instructions; Evidence of
Authority; Etc. 31
6.2 Liability of the Custodian with Respect
to Use of Securities Systems 33
6.3 Standard of Care; Liability; Indemnification 33
6.4 Reimbursements of Disbursements, Etc. 35
6.5 Security for Obligations to Custodian 35
6.6 Appointment of Agents 36
6.7 Powers of Attorney 36
7. Compensation of the Custodian 37
8. Termination; Successor Custodian 37
9. Entire Agreement; Waiver; Amendment 38
10. Governing Law 38
11. Notices 39
12. Binding Effect 39
13. Counterparts 39
14. Representative Capacity 39
<PAGE>
CUSTODIAN AGREEMENT
AGREEMENT made this _____ day of _________, 1993, between IVY FUND (the
"Fund") and each of the Funds listed in Appendix B attached hereto as said
Exhibit may from time to time be revised (collectively, the "Funds"
individually, a "Fund") and Brown Brothers Harriman & Co. (the "Custodian");
WITNESSETH: That in consideration of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:
1. Employment of Custodian: The Fund hereby employs and appoints the
Custodian as a custodian for the term and subject to the provisions of this
Agreement. The Custodian shall not be under any duty or obligation to require
the Fund to deliver to it any securities or funds owned by the Fund and shall
have no responsibility or liability for or on account of securities or funds not
so delivered. The Fund will deposit with the Custodian copies of the Declaration
of Trust or Certificate of Incorporation and By-Laws (or comparable documents)
of the Fund and all amendments thereto, and copies of such votes and other
proceedings of the Fund as may be necessary for or convenient to the Custodian
in the performance of its duties. It is understood that as used in this
Agreement, the term "securities" shall mean and "security" within the meaning of
section 2(a)(36) of the Investment Company Act of 1940, as amended, (the "1940
Act") from time to time held by the Custodian for the account of the Fund
pursuant to this Agreement and shall include futures contracts and options.
<PAGE>
2. Powers and Duties of the Custodian with respect to Property of the
Fund held by the Custodian: Except for securities and funds held by any
Subcustodians or held by the Custodian through a non-U.S. securities depository
appointed pursuant to the provisions of Section 3 hereof, the Custodian shall
have and perform the following powers and duties:
2.1 Safekeeping - To keep safely the cash, securities and other assets
of the Fund that have been delivered to the Custodian and, on behalf of the
Fund, from time to time to receive delivery of securities for safekeeping.
2.2 Manner of Holding Securities - To hold securities of the Fund (1)
by physical possession of the share certificates or other instruments
representing such securities in registered or bearer form and of the broker's
receipts or confirmations for futures contracts, options and similar securities,
or (2) in book-entry form by a Securities System (as said term is defined in
Section 2.22) or a Foreign Depository. The Custodian shall identify securities
held by it hereunder as being held for the account of the Fund and shall require
each Subcustodian to identify securities held by such Subcustodian as being held
for the account of the Custodian for the Fund or for customers of the Custodian
or for the account of another Subcustodian for the Fund. The Custodian shall, or
shall require each Subcustodian to, require each Securities System or Foreign
Depository to identify the securities held by it as being held for the account
of the Custodian or for the account of such Subcustodian, respectively.
<PAGE>
2.3 Registration - To hold registered securities or other assets of the
Fund with or without any indication of fiduciary capacity, provided that such
securities or other assets of the Fund are held in an account of the Custodian
containing only assets of the Fund or only assets held as fiduciary or custodian
for customers and provided further that the records of the Custodian should at
all times indicate the Fund or other customer for which such securities and
other assets are held in such account and their respective interests therein.
2.4 Purchases - Upon receipt of proper instructions, as defined in
Section 2.27 and insofar as funds are available for the purpose, to pay for and
receive securities purchased for the account of the Fund, payment being made
only upon receipt of the securities (1) by the Custodian, (2) by a clearing
corporation of a national securities exchange of which the Custodian is a
member, (3) by a Securities System, or (4) by a Foreign Depository or other
financial institution approved by the Fund. However, (i) in the case of
repurchase agreements entered into by the Fund, the Custodian (as well as an
Agent) may release funds to a Securities System, a Foreign Depository or a
Subcustodian prior to the receipt of advice from the Securities System, Foreign
Depository or Subcustodian that the securities underlying such repurchase
agreement have been transferred by book entry into the Account (as defined in
Section 2.22) of the Custodian (or such Agent) maintained with such Securities
System, Foreign Depository or Subcustodian, so long as such payment instructions
to the Securities System, Foreign Depository or Subcustodian include a
requirement that delivery is only against payment for
<PAGE>
securities, (ii) in the case of foreign exchange contracts, options,
time deposits, call account deposits, currency deposits, and other deposits,
contracts or options pursuant to Sections 2.10, 2.12, 2.13, 2.14 and 2.15, the
Custodian may make payment therefor without receiving an instrument evidencing
said deposit, contract or option so long as such payment instructions detail
specific securities or other assets to be acquired, (iii) in the case of
securities as to which payment for the security and receipt of the instrument
evidencing the security are under generally accepted trade practice or the terms
of the instrument representing the security expected to take place in different
locations or through separate parties, such as commercial paper which is indexed
to foreign currency exchange rates, derivatives and similar securities, the
Custodian may make payment for such securities prior to receipt thereof in
accordance with such generally accepted trade practice or the terms of the
instrument representing such security and (iv) in the case of the purchase of
securities, the settlement of which occurs outside the United States, the
Custodian may make payment therefor and receive delivery of such securities in
accordance with local custom and practice generally accepted by Institutional
Clients (as hereinafter defined) in the country in which settlement occurs, but
in all events subject to the standard care set forth in Section 6.3. For
purposes of this Agreement, an "Institutional Client" means a major commercial
bank, insurance company or substantially similar financial institution which, as
a substantial part of its business operations, purchases or sells securities and
makes use of custodial services.
2.5 Exchanges - Upon receipt of proper instructions, to exchange
securities held by it for the account of the Fund for other securities in
connection with any reorganization, recapitalization, split-up of shares, change
of par value, conversion or other event relating to the securities or the issuer
of such securities and to deposit any such securities in accordance with the
terms of any reorganization or protective plan. Without proper instructions, the
Custodian may surrender securities in temporary form for definitive securities,
may surrender securities for transfer into an account as permitted in Section
2.3, and may surrender securities for a different number of certificates or
instruments representing the same number of shares or same principal amount of
indebtedness, provided the securities to be issued are to be delivered to the
Custodian.
2.6 Sales of Securities - Upon receipt of proper instructions, to make
delivery of securities which have been sold for the account of the Fund, but
only against payment therefor (1) in cash, by a certified check, bank cashier's
check, bank credit, or bank wire transfer, or (2) by credit to the account of
the Custodian with a clearing corporation of a national securities exchange of
which the Custodian is a member, or (3) by credit to the account of the
Custodian or an Agent of the Custodian with a Securities System, Foreign
Depository, or other financial institution approved by the Fund; provided,
however, that (i) in the case of delivery of physical certificates or
instruments representing securities, the Custodian may make delivery to the
broker buying the securities, against receipt therefor, for examination in
accordance with "street delivery" custom, provided that the payment therefor is
to be made to the Custodian (which payment may be made by a broker's check) or
that such securities are to be returned to the Custodian, (ii) in the case of
securities referred to in clause (iii) of the last sentence of Section 2.4, the
Custodian may make settlement, including with respect to the form of payment, in
accordance with generally accepted trade practice relating to such securities or
the terms of the instrument representing said security, and (iii) in the case of
securities, the settlement of which occurs outside the United States, such
securities shall be delivered and paid for in accordance with local custom and
practice generally accepted by Institutional Clients in the country in which the
settlement occurs, but in all events subject to the standard of care set forth
in Section 6.3.
2.7 Depositary Receipts - Upon receipt of proper instructions, to
instruct a Subcustodian or an Agent to surrender securities to the depositary
used by an issuer of American Depositary Receipts or International Depositary
Receipts (hereinafter collectively referred to as "ADRs") for such securities
against a written receipt therefor adequately describing such securities and
written evidence satisfactory to the Subcustodian or Agent that the depositary
has acknowledged receipt of instructions to issue ADRs with respect to such
securities in the name of the Custodian, or a nominee of the Custodian, for
delivery to the Custodian in Boston, Massachusetts, or at such other place as
the Custodian may from time to time designate.
Upon receipt of proper instructions, to surrender ADRs to the issuer
thereof against a written receipt therefor adequately describing the ADRs
surrendered and written evidence satisfactory to the Custodian that the issuer
of the ADRs has acknowledged receipt of the instructions to cause its depositary
to deliver the securities underlying such ADRs to a Subcustodian or an Agent.
2.8 Exercise of Rights; Tender Offers - Upon timely receipt of proper
instructions, to deliver to the issuer or trustee thereof, or to the agent of
either, warrants, puts, calls, rights or similar securities for the purpose of
being exercised or sold, provided that the new securities and cash, if any,
acquired by such action are to be delivered to the Custodian, and, upon receipt
of proper instructions, to deposit securities upon invitations for tenders of
securities, provided that the consideration is to be paid or delivered or the
tendered securities are to be returned to the Custodian. Notwithstanding any
provision of this Agreement to the contrary, the Custodian shall take all
necessary action, unless otherwise directed to the contrary by proper
instructions, to comply with the terms of all mandatory or compulsory exchanges,
calls, redemptions or similar rights of security ownership, and shall promptly
notify the Fund of any such action in writing by facsimile transmission or in
such other manner as the Fund and the Custodian may agree in writing.
2.9 Stock Dividends, Rights, Etc. - To receive and collect all
stock dividends, rights, and other items of like nature.
2.10 Options - Upon receipt of proper instructions or upon receipt of
instructions given pursuant to any agreement relating to an option or as
otherwise provided in any such agreement to (i) receive and retain, to the
extent provided to the Custodian, confirmations or other documents evidencing
the purchase, sale or writing of an option of any type on or in respect of a
security, securities index or similar form of property by the Fund; (ii) deposit
and maintain in a segregated account, either physically or by book-entry in a
Securities System or Foreign Depository or with a broker, dealer or other
entity, securities, cash or other assets in connection with options transactions
entered into by the Fund; (iii) transfer securities, cash or other assets to a
Securities System, Foreign Depository, broker, dealer or other entity, as margin
(including variation margin) or other security for the Fund's obligations in
respect of any option; and (iv) pay, release and/or transfer such securities,
cash or other assets only in accordance with a notice or other communication
evidencing the expiration, termination or exercise of or default under any such
option furnished by The Options Clearing Corporation, by the securities or
options exchange on which such option is traded or by such broker, dealer or
other entity as may be responsible for handling such options transaction or have
authority to give such notice or communication. The Custodian shall not be
responsible for the sufficiency of assets held in any segregated account
established in compliance with applicable margin maintenance requirements or the
performance of the other terms of any agreement relating to an option.
Notwithstanding the foregoing, options on futures contracts and options to
purchase and sell foreign currencies shall be governed by Section 2.14 and 2.15.
2.11 Borrowings - Upon receipt of proper instructions, to deliver
securities of the Fund to lenders or their agents or otherwise establish a
segregated account as agreed to by the Fund and the Custodian as collateral for
borrowings effected by the Fund, provided that such borrowed money is payable
to/or upon the Custodian's order as Custodian for the Fund.
2.12 Demand Deposit Bank Accounts - To open and operate an account or
accounts in the name of the Fund on the Custodian's books, subject only to draft
or order by the Custodian, and to hold in such account or accounts as a deposit
accepted on the Custodian's books cash, including foreign currency, received for
the account of the Fund other than cash held as deposits with Banking
Institutions in accordance with the following paragraph. The responsibilities of
the Custodian for cash, including foreign currency, of the Fund accepted on the
Custodian's books as a deposit shall be that of a U.S. bank for a similar
deposit.
If and when authorized by proper instructions, the Custodian may open
and operate an additional account(s) in such other banks or trust companies as
may be designated by the Fund in such instructions (any such bank or trust
company so designated by the Fund being referred to hereafter as a "Banking
Institution"), and may deposit cash, including foreign currency, of the Fund in
such account or accounts, provided that such account(s) (hereinafter
collectively referred to as "demand deposit bank accounts") shall be in the name
of the Custodian or a nominee of the Custodian for the account of the Fund or
for the account of the Custodian's customers generally and shall be subject only
to the Custodian's draft or order; provided that any such demand deposit bank
account shall contain only assets held by the Custodian as a fiduciary or
custodian for the Fund and/or other customers and that the records of the
Custodian shall indicate at all times the Fund and/or other customers for which
such funds are held in such account and the respective interests therein. Such
demand deposit accounts may be opened with Banking Institutions in the United
States and in other countries and may be denominated in either U.S. Dollars or
other currencies as the Fund may determine. The records for each such account
will be maintained by the Custodian but the deposits in any such account shall
not constitute a deposit liability of the Custodian. All such deposits,
including with Subcustodians, shall be deemed to be portfolio securities of the
Fund and accordingly the responsibility of the Custodian therefor shall be the
same as and no greater than the Custodian's responsibility in respect of other
portfolio securities of the Fund. The authorization by the Fund to appoint a
Subcustodian as such shall also constitute a proper instruction to open a demand
deposit bank account subject to the provisions of this paragraph with such
Subcustodian. Upon receipt of proper instructions, the Custodian shall take such
reasonable steps as the Fund deems necessary or appropriate to cause such
deposits to be insured to the maximum extent possible by the Federal Depository
Insurance Corporation and any other applicable deposit insurers.
2.13 Interest Bearing Call or Time Deposits - To place interest bearing
fixed term and call deposits with such banks and in such amounts as the Fund may
authorize pursuant to proper instructions. Such deposits may be placed with the
Custodian or with Subcustodians or other Banking Institutions as the Fund may
determine, in the name of the Custodian or a nominee of the Custodian for the
account of the Fund or the account of the Custodian's customers generally and
subject only to the Custodian's draft, order or instruction; provided that any
such deposit shall be held in an account containing only assets held by the
Custodian as a fiduciary or custodian for the Fund and/or other customers and
that the records of the Custodian shall indicate at all times the Fund and/or
other customers for which such funds are held in such account and the respective
interests therein. Deposits may be denominated in U.S. Dollars or other
currencies and need not be evidenced by the issuance or delivery of a
certificate to the Custodian, provided that the Custodian shall include in its
records with respect to the assets of the Fund appropriate notation as to the
amount and currency of each such deposit, the accepting Banking Institution and
other appropriate details, and shall retain such forms of advice or receipt
evidencing the deposit, if any, as may be forwarded to the Custodian by the
Banking Institution. Funds, other than those accepted on the Custodian's books
as a deposit, but including those placed with Subcustodians, shall be deemed
portfolio securities of the Fund and the responsibilities of the Custodian
therefor shall be the same as those for demand deposit bank accounts placed with
other banks, as described in the second paragraph of Section 2.12 of this
Agreement. The responsibility of the Custodian for funds accepted on the
Custodian's books as a deposit shall be that of a U.S. bank for a similar
deposit.
2.14 Futures Contracts. Upon receipt of proper instructions or upon
receipt of instructions given pursuant to any agreement relating to a futures
contract or an option thereon or as otherwise provided in any such agreement, to
(i) receive and retain, to the extent provided to the Custodian, confirmations
or other documents evidencing the purchase or sale of a futures contract or an
option on a futures contract by the Fund; (ii) deposit and maintain in a
segregated account, either physically or by book-entry in a Securities System or
Foreign Depository for the benefit of any futures commission merchant, or pay to
such futures commission merchant, securities, cash or other assets designated by
the Fund as initial, maintenance or variation "margin" deposits intended to
secure the Fund's performance of its obligations under any futures contract
purchased or sold or any option on a futures contract written, purchased or sold
by the Fund, in accordance with the provisions of any agreement relating thereto
or the rules of the Commodity Futures Trading Commission and/or any contract
market or any similar organization on which such contract or option is traded;
and (iii) pay, release and/or transfer securities, cash or other assets into or
out of such margin accounts only in accordance with any such agreement or rules.
The Custodian shall not be responsible for the sufficiency of assets held in any
segregated account established in compliance with applicable margin maintenance
requirements or the performance of the other terms of any agreement relating to
a futures contract or an option thereon.
2.15 Foreign Exchange Transactions - Pursuant to proper instructions,
to settle foreign exchange contracts or options to purchase and sell foreign
currencies for spot and future delivery on behalf and for the account of the
Fund with such currency brokers or Banking Institutions, including
Subcustodians, as the Fund may direct pursuant to proper instructions. The
Custodian shall be responsible for the transmission of cash and instructions to
and from the currency broker or Banking Institution with which the contract or
option is made, the safekeeping of all certificates and other documents and
agreements evidencing or relating to such foreign exchange transactions as the
Custodian may receive and the maintenance of proper records as set forth in
Section 5.1. In connection with such transactions, the Custodian is authorized
to make free outgoing payments of cash in the form of U.S. Dollars or foreign
currency without receiving confirmation of a foreign exchange contract or option
or confirmation that the countervalue currency completing the foreign exchange
contract has been delivered or received or that the option has been delivered or
received. The Fund accepts full responsibility for its use of third-party
foreign exchange dealers and for execution of said foreign exchange contracts
and options and understands that the Fund shall be responsible for any and all
costs and interest charges which may be incurred by the Fund or the Custodian as
a result of the failure or delay of third parties to deliver foreign exchange.
Alternatively, such transactions may be undertaken by the custodian as
principal, if instructed by the Fund.
Foreign exchange contracts and options, other than those executed with
the Custodian as principal, but including those executed with Subcustodians,
shall be deemed to be portfolio securities of the Fund and the responsibility of
the Custodian therefor shall be the same as and no greater than the Custodian's
responsibility in respect of other portfolio securities of the Fund. The
responsibility of the Custodian with respect to foreign exchange contracts and
options executed with the Custodian as principal shall be that of a U.S. bank
with respect to a similar contract or option.
2.16 Securities Loans - Upon receipt of proper instructions, to deliver
securities of the Fund, in connection with loans of securities by the Fund, to
the borrower thereof in accordance with the terms of a written securities
lending agreement to which the Fund is a party or which is otherwise approved by
the Fund.
2.17 Collections - To collect and receive all income, payments of
principal and other payments with respect to the securities held hereunder, and
in connection therewith to deliver the certificates or other instruments
representing the securities to the issuer thereof or its agent when securities
are called, redeemed, retired or otherwise become payable; provided, that the
payment is to be made in such form and manner and at such time, which may be
after delivery by the Custodian of the instrument representing the security, as
is in accordance with the terms of the instrument representing the security, or
such proper instructions as the Custodian may receive, or governmental
regulations, the rules of Securities Systems, Foreign Depositories or other U.S.
or foreign securities depositories and clearing agencies in which such security
is held or, with respect to securities referred to in clause (iii) of the last
sentence of Section 2.4, in accordance with local custom and practice generally
accepted by the Institutional Clients in the country in which payment occurs,
but in all events subject to the standard of care set forth in Article 6.3; (ii)
to execute ownership and other certificates and affidavits for all federal,
state and foreign tax purposes in connection with receipt of income, principal
or other payments with respect to securities of the Fund or in connection with
transfer of securities; and (iii) pursuant to proper instructions to take such
other actions with respect to collection or receipt of funds or transfer of
securities which involve an investment decision.
2.18 Dividends, Distributions and Redemptions - Upon receipt of proper
instructions from the Fund, or upon receipt of instructions from the Fund's
shareholder servicing agent or agent with comparable duties (the "Shareholder
Servicing Agent") (given by such person or persons and in such manner on behalf
of the Shareholder Servicing Agent as the Fund shall have authorized by proper
instructions), the Custodian shall release funds or securities to the
Shareholder Servicing Agent or otherwise apply funds or securities as the Fund
or such Shareholder Servicing Agent shall otherwise instruct, insofar as
available, for the payment of dividends or other distributions to the Fund
shareholders. Upon receipt of proper instructions from the Fund, or upon receipt
of instructions from the Shareholder Servicing Agent (given by such person or
persons and in such manner on behalf of the Shareholder Servicing Agent as the
Fund shall have authorized), the Custodian shall release funds or securities,
insofar as available, to the Shareholder Servicing Agent or as such Agent shall
otherwise instruct for payment to Fund shareholders who have delivered to such
Agent a request for repurchase or redemption of their shares of the Fund.
2.19 Proxies, Notices, Etc. - Promptly to deliver or mail to the Fund
all forms of proxies and all notices of meetings and any other notices or
announcements or information (including without limitation, pendency of calls
and maturities of securities and expirations of rights in connection therewith
and notices of exercise of call and put options written by the Fund and the
maturity of futures contracts and options thereon purchased or sold by the Fund)
affecting or relating to securities owned by the Fund that are received by the
Custodian or by any Agent, and upon receipt of proper instructions, to execute
and deliver or cause its nominee to execute and deliver such proxies or other
authorizations as may be required. Neither the Custodian nor its nominee shall
vote upon any of such securities or execute any proxy to vote thereon or give
any consent or take any other action with respect thereto (except as otherwise
herein provided) unless ordered to do so by proper instructions.
With respect to tender or exchange offers, rights offerings or similar
corporate actions ("Offers") the Custodian shall transmit promptly to the Fund
all written information received by
<PAGE>
the Custodian from issuers of the securities involved and from the
party (or its agents) making the Offer. If the Fund desires to take action with
respect to any Offer, the Fund shall notify the Custodian prior to the last day
on which the Custodian is able to take timely action pursuant to he terms of
such Offer.
2.20 Nondiscretionary Details - Without the necessity of express
authorization from the Fund, (1) to attend to all nondiscretionary details in
connection with the sale, exchange, substitution, purchase, transfer or other
dealings with securities, funds or other property of the Fund held by the
Custodian except as otherwise directed from time to time by the Directors or
Trustees of the Fund, and (2) to make payments to itself or others for minor
expenses of handling securities or other similar items relating to the
Custodian's duties under this Agreement, provided that all such payments shall
be accounted for to the Fund.
2.21 Bills - Upon receipt of proper instructions, to pay or cause to be
paid, insofar as funds are available for the purpose, bills, statements and
other obligations of the Fund (including but not limited to interest charges,
taxes, management fees, compensation to Fund officers and employees, and other
operating expenses of the Fund).
2.22 Deposit of Fund Assets in Securities Systems - The Custodian may
deposit and/or maintain securities owned by the Fund in (i) The Depository Trust
Company, (ii) the Participants Trust Company, (iii) any book-entry system as
provided in Subpart O of Treasury Circular No. 300, 31 CFR 306, Subpart B of 31
CFR Part 350, or the book-entry regulations of federal agencies substantially in
the form of Subpart O, or (iv) any other domestic clearing agency registered
with the Securities and Exchange Commission under Section 17A of the Securities
Exchange Act of 1934 which acts as a securities depository and whose use the
Fund has previously approved in writing (each of the foregoing being referred to
in this Agreement as a "Securities System"). Utilization of a Securities System
shall be in accordance with applicable Federal Reserve Board and Securities and
Exchange Commission rules and regulations, if any, and subject to the following
provisions:
1) The Custodian may deposit and/or maintain Fund securities, either
directly or through one or more Agents appointed by the Custodian (provided that
any such agent shall be qualified to act as a custodian of the Fund pursuant to
the Investment Company Act of 1940 and the rules and regulations thereunder), in
a Securities System provided that such securities are represented in an account
("Account") of the Custodian or such Agent in the Securities System which shall
not include any assets of the Custodian or Agent other than assets held as a
fiduciary, custodian, or otherwise for customers;
2) The records of the Custodian with respect to securities of the Fund
which are maintained in a Securities System shall identify by book-entry those
securities belonging to the Fund;
3) The Custodian shall pay for securities purchased for the account of
the Fund only upon (i) receipt of advice from the Securities System that such
securities have been transferred to the Account, and (ii) the making of an entry
on the records of the Custodian to reflect such payment and transfer for the
account of the Fund. The Custodian shall transfer securities sold for the
account of the Fund only upon (i) receipt of advice from the Securities System
that payment for such securities has been transferred to the Account, and (ii)
the making of an entry on the records of the Custodian to reflect such transfer
and payment for the account of the Fund. Copies of all advices from the
Securities System of transfers of securities for the account of the Fund shall
identify the Fund, be maintained for the Fund by the Custodian or an Agent as
referred to above, and be provided to the Fund at its request. The Custodian
shall furnish the Fund confirmation of each transfer to or from the account of
the Fund in the form of a written advice or notice and shall furnish to the Fund
copies of daily transaction sheets reflecting each day's transactions in the
Securities System for the account of the Fund on the next business day;
4) The Custodian shall provide the Fund with any report obtained by the
Custodian or any Agent as referred to above on the Securities System's
accounting system, internal accounting control and procedures for safeguarding
securities deposited in the Securities System; and the Custodian and such Agents
shall send to the Fund such reports on their own systems of internal accounting
control as the Fund may reasonably request from time to time.
5) At the written request of the Fund, the Custodian will terminate the
use of any such Securities System on behalf of the Fund as promptly as
practicable.
2.23 Other Transfers - To deliver securities, funds and other property
of the Fund to a Subcustodian or another custodian as necessary to effect
transactions authorized by proper instructions and upon receipt of proper
instructions, to deliver securities, funds and other property of the Fund to a
Subcustodian or another custodian of the Fund; and, upon receipt of proper
instructions, to make such other disposition of securities, funds or other
property of the Fund in a manner other than or for purposes other than as
enumerated elsewhere in this Agreement, provided that the instructions relating
to such disposition shall state the amount of funds and/or securities to be
delivered and the name of the person or persons to whom delivery is to be made.
2.24 Investment Limitations - In performing its duties generally, and
more particularly in connection with the purchase, sale or exchange of
securities made by or for the Fund, the Custodian may assume unless and until
notified in writing to the contrary that proper instructions received by it are
not in conflict with or in any way contrary to any provisions of the Fund's
Declaration of Trust or Certificate of Incorporation or By-Laws (or comparable
documents) or votes or proceedings of the shareholders or Trustees or Directors
of the Fund. The Custodian shall in no event be liable to the Fund and shall be
indemnified by the Fund for any violation which occurs in the course of carrying
out instructions given by the Fund of any investment limitations to which the
Fund is subject or other limitations with respect to the Fund's powers to make
expenditures, encumber securities, borrow or take similar actions affecting the
Fund.
2.25 Custodian Advances. - In the event that the Custodian is directed
by proper instructions to make any payment or transfer of funds on behalf of the
fund for which there would be, at the close of business on the date of such
payment or transfer, insufficient funds held by the Custodian on behalf of the
Fund, the Custodian may, in its discretion without further proper instructions,
provide an advance ("Advance") to the Fund in an amount sufficient to allow the
completion of the transaction by reason of which such payment or transfer of
funds is to be made. In addition, in the event the Custodian is directed by
proper instructions to make any payment or transfer of funds on behalf of the
Fund as to which it is subsequently determined that the Fund has overdrawn its
cash account with the Custodian as of the close of business on the date of such
payment or transfer, said overdraft shall constitute an Advance. Any Advance
shall be payable on demand by Custodian, unless otherwise agreed by the Fund and
the Custodian, and shall accrue interest from the date of the Advance to the
date of payment by the Fund at the BBH & CO overdraft rate, which rate shall be
a rate agreed upon from time to time by the Custodian and the Fund. It is
understood that any transaction in respect of which the Custodian shall have
made an Advance, including but not limited to a foreign exchange contract or
transaction in respect of which the Custodian is not acting as a principal, is
for the account of and at the risk of the Fund, and not, by reason of such
Advance, deemed to be a transaction undertaken by the Custodian for its own
account and risk. The Custodian and the Fund acknowledge that the purpose of
Advances is to finance temporarily the purchase or sale of securities for prompt
delivery in accordance with the settlement terms of such transactions or to meet
emergency expenses not reasonably foreseeable by the Fund.
2.26 Restricted Securities. - In the case of a "restricted security",
the Fund shall have the responsibility to provide to or obtain for the
Custodian, the issuer of the security or other appropriate third party any
necessary documentation, including without limitation, legal opinions or
consents, and to take any necessary actions required in connection with the
registration of restricted securities in the manner provided in Section 2.3 upon
acquisition thereof by the Fund or required in connection with any sale or other
disposition thereof by the Fund. Upon acquisition and until so registered, the
Custodian shall have no duty to service such restricted securities, including
without limitation, the receipt and collection of cash and stock dividends,
rights and other items of like nature, nor shall the Custodian have
responsibility for the inability of the Fund to exercise in a timely manner any
right in respect of any restricted security or to take any action in a timely
manner in respect of any other type of corporate action relating to a restricted
security. Similarly, the Custodian shall not have responsibility for the
inability of the Fund to sell or otherwise transfer in a timely manner any
restricted security in the absence of any such documentation or action to be
provided, obtained or taken by the Fund. At such time as the Custodian shall
receive any restricted security, regardless of when it shall be registered as
aforesaid, the Fund shall also deliver to the Custodian a term sheet summarizing
those rights, restrictions or other matters of which the Custodian should have
knowledge, such as exercise periods, expiration dates and payment dates, in
order to assist the Custodian in servicing such securities. As used herein, the
term "restricted security" shall mean a security which is subject to
restrictions on transfer, whether by reason of contractual restrictions or
federal, state or foreign securities or similar laws, or a security which has
special rights or contractual features which do not apply to publicly-traded
shares of, or comparable interests representing, such security.
2.27 Proper Instructions - Proper instructions shall mean a tested
telex from the Fund or a written request, direction, instruction or
certification, which may be given by facsimile transmission, signed or
initialled on behalf of the Fund by one or more person or persons as the Board
of Trustees or Directors of the Fund shall have from time to time authorized,
provided, however, that no such instructions directing the delivery of
securities or the payment of funds to an authorized signatory of the Fund shall
be designed by such person. Those persons authorized to give proper instructions
may be identified by the Board of Trustees or Directors by name, title or
position and will include at least one officer empowered by the Board to name
other individuals who are authorized to give proper instructions on behalf of
the Fund. Telephonic or other oral instructions or instructions given by
facsimile transmission may be given by any one of the above persons and will be
considered proper instructions if the Custodian reasonably believes them to have
been given by a person authorized to give such instructions with respect to the
transaction involved. Oral instructions and instructions communicated as
described in the preceding sentence will be confirmed by tested telex or in
writing in the manner set forth above but the lack of such confirmation shall in
no way affect any action taken by the Custodian in reliance upon such oral
instructions or other instructions communicated as described in the preceding
sentence. The Fund authorizes the Custodian and the Custodian authorizes the
Fund to tape record any and all telephonic or other oral instructions given to
the Custodian by or on behalf of the Fund (including any of its officers,
Directors, Trustees, employees or agents or any investment manager or adviser or
person or entity with similar responsibilities which is authorized to give
proper instructions on behalf of the Fund to the Custodian). Proper instructions
may relate to specific transactions or to types or classes of transactions, and
may be in the form of standing instructions.
Proper instructions may include communications effected directly
between electro-mechanical or electronic devices or systems, in addition to
tested telex, provided that the Fund and the Custodian agree to the use of such
device or system.
2.28 Segregated Account - The Custodian shall upon receipt of proper
instructions establish and maintain on its books a segregated account or
accounts for and on behalf of the Fund, into which account or accounts may be
transferred cash and/or securities of the Fund, including securities maintained
by the Custodian pursuant to Section 2.22 hereof, said account to be maintained
(i) in accordance with the provisions of any agreement among the Fund, the
Custodian and a broker-dealer registered under the Securities Exchange Act of
1934 and a member of the National Association of Securities Dealers, Inc. (or
any futures commission merchant registered under the Commodity Exchange Act)
relating to compliance with the rules of the Options Clearing Corporation and of
any registered national securities exchange (or the Commodity Futures Trading
Commission or any registered contract market), or any similar organization or
organizations, regarding escrow or other arrangements in connection with
transactions by the Fund, (ii) for purposes of segregating cash or securities in
connection with options purchased, sold or written by the Fund or commodity
futures contracts or options thereon purchased or sold by the Fund, or in
connection with borrowings by the Fund (iii) for the purposes of compliance by
the Fund with the procedures required by Investment Company Act Release No.
10666, or any subsequent release or releases of the Securities and Exchange
Commission relating to the maintenance of segregated accounts by registered
investment companies, and (iv) as mutually agreed from time to time between the
Fund and the Custodian.
3. Powers and Duties of the Custodian with Respect to the Appointment
of Subcustodians: The Fund hereby authorizes and instructs the Custodian to hold
securities, funds and other property of the Fund which are maintained outside
the United States at subcustodians which must be (A) at the time of appointment
(1) a bank, trust company or other entity meeting the requirements of an
"eligible foreign custodian" under section 17(f) of the 1940 Act and the rules
and regulations thereunder or exempted therefrom by order of the Securities and
Exchange Commission, or (2) a bank, as defined in section 2(a)(5) of the 1940
Act meeting the requirements of a custodian under section 17(f) of the 1940 Act
and the rules and regulations thereunder to act on behalf of the Fund as a
subcustodian for purposes of holding cash, securities and other assets of the
Fund and performing other functions of the Custodian in countries other than the
United States of America; and (B) appointed pursuant to the provisions of this
Section 3 (a "Subcustodian"). The Fund shall approve in writing (1) the
appointment of each Subcustodian and the subcustodian agreement to be entered
into between such Subcustodian and the Custodian, and (2) if the Subcustodian is
organized under the laws of a country uther than the United States, the country
or countries in which the Subcustodian is authorized to hold securities, cash
and other property of the Fund. The Fund hereby further authorizes and instructs
the Custodian and any Subcustodian to utilize such securities depositories
located outside the United States which are approved in writing by the Fund to
hold securities, cash and other property of the Fund (a "Foreign Depository").
Upon such approval by the Fund, the Custodian is authorized on behalf of the
Fund to notify each Subcustodian of its appointment as such.
Those Subcustodians, and the countries where and the Foreign
Depositories through which they or the Custodian may hold securities, cash and
other property of the Fund which the Fund has approved to date are set forth on
Appendix A hereto. Such Appendix shall be amended from time to time as
Subcustodians, and/or countries and/or Foreign Depositories are changed, added
or deleted. The Fund shall be responsible for informing the Custodian
sufficiently in advance of a proposed investment which is to be held in a
country not listed on Appendix A, in order that there shall be sufficient time
for the Fund to give the approval required by the preceding paragraph and for
the Custodian to put the appropriate arrangements in place with such
Subcustodian, including negotiation of a subcustodian agreement and submission
of such subcustodian agreement to the Fund for approval.
If the Fund shall have invested in a security to be held in a country
before the foregoing procedures have been completed, such security shall be held
by such agent as the Custodian may appoint. In any event, the Custodian shall be
liable to the Fund for the actions of such agent if and only to the extent the
Custodian shall have recovered from such agent for any damages caused the Fund
by such agent. At the request of the Fund, Custodian agrees to remove any
securities held on behalf of the Fund by such agent, if practical, to an
approved Subcustodian. under such circumstances the Custodian will collect
income and respond to corporate actions on a best efforts basis.
With respect to securities and funds held by a Subcustodian, either
directly or indirectly, (including by a Foreign Depository or a foreign clearing
agency), notwithstanding any provision of this Agreement to the contrary,
payment for securities purchased and delivery of securities sold may be made
prior to receipt of the securities or payment, respectively, and securities or
payment may be received in a form, in accordance with governmental regulations,
rules of Foreign Depositories and foreign clearing agencies, or local custom and
practice generally accepted by Institutional Clients in the country or countries
in which payment or delivery occurs, but in all events subject to the standard
of care set forth in Section 6.3.
With respect to the securities and funds held by a Subcustodian, either
directly or indirectly (including by a Foreign Depository or a foreign clearing
agency), including demand and interest bearing deposits, currencies or other
deposits and foreign exchange contracts as referred to in Sections 2.12, 2.13,
2.14 and 2.15, the Custodian shall be liable to the Fund if and only to the
extent that such Subcustodian is liable to the Custodian and the Custodian
recovers under the applicable subcustodian agreement. The Custodian shall
nevertheless by liable to the Fund for its own negligence in transmitting to any
such Subcustodian any instructions received by it from the Fund and for its own
negligence in connection with the delivery of any securities or funds held by it
to any such Subcustodian.
In the event that any Subcustodian appointed pursuant to the provisions
of this Section 3 fails to perform any of its obligations under the terms and
conditions of the applicable subcustodian agreement, the Custodian shall use its
best efforts to cause such Subcustodians to perform such obligations. In the
event that the Custodian is unable to cause such Subcustodian to perform fully
its obligations thereunder, the Custodian shall forthwith upon the Fund's
request terminate such Subcustodian in accordance with the termination
provisions under the applicable subcustodian agreement and, if necessary or
desirable, appoint another subcustodian in accordance with the provisions of
this Section 3. At the election of the Fund, it shall have the right
<PAGE>
to enforce, to the extent permitted by the subcustodian agreement and
applicable law, the Custodian's rights against any such Subcustodian for loss or
damage caused by the Fund by such Subcustodian.
The Custodian will not amend any subcustodian agreement or agree to
change or permit any changes thereunder except upon the prior written approval
of the Fund.
The Custodian may, at any time in its discretion upon notification to
the Fund, terminate any Subcustodian of the Fund in accordance with the
termination provisions under the applicable Subcustodian Agreement, and at the
written request of the Fund, the Custodian will terminate any Subcustodian in
accordance with the termination provisions under the applicable Subcustodian
Agreement.
If necessary or desirable, the Custodian may appoint another
subcustodian to replace a Subcustodian terminated pursuant to the foregoing
provisions of this Section 3, such appointment to be made upon approval of the
successor subcustodian by the Fund's Board of Directors or Trustees in
accordance with the provisions of this Section 3.
In the event the Custodian receives a claim from a Subcustodian under
the indemnification provisions of any subcustodian agreement, the Custodian
shall promptly give written notice to the Fund of such claim. No more than
thirty days after written notice to the Fund of the Custodian's intention to
make payment of such claim, the Fund will reimburse the Custodian the amount of
such payment except in respect of any negligence or misconduct of the Custodian.
4. Assistance by the Custodian as to Certain Matters: The Custodian may
assist generally in the preparation of reports to Fund shareholders and others,
audits of accounts and other ministerial matters of like nature.
5. Powers and Duties of the Custodian with Respect to its Role as
Recordkeeping Agent: The Custodian shall have and perform the following duties
with respect to recordkeeping:
5.1 Records - To create, maintain and retain such records relating to
its activities and obligations under this Agreement as are required under the
Investment Company Act of 1940 and the rules and regulations thereunder
(including Section 31 thereof and Rules 31a-1 and 31a-2 thereunder) and under
applicable Federal and State tax laws. All such records will be the property of
the Fund and in the event of termination of this Agreement shall be delivered to
the successor custodian.
5.2 Accounts - To keep books of account and render statements,
including interim monthly and complete quarterly financial statements, or copies
thereof, from time to time as reasonably requested by proper instructions.
5.3 Access to Records - The books and records maintained by the
Custodian pursuant to Sections 5.1 and 5.2 shall at all times during the
Custodian's regular business hours be open to inspection and audit by officers
of, attorneys for and auditors employed by the Fund and by employees and agents
of the Securities and Exchange Commission, provided that all such individuals
shall observe all security requirements of the Custodian applicable to its own
employees having access to similar records within the Custodian and such
regulations as may be reasonably imposed by the Custodian.
5.4 Opinion of Fund's Independent Certified Public Accountants - The
Custodian shall take all reasonable action as the Fund may request to obtain
from year to year favorable opinions from the Fund's independent certified
public accountants with respect to the Custodian's activities hereunder in
connection with the preparation of any periodic reports to or filings with the
SEC and with respect to any other requirements of the SEC.
5.5 Reports of Custodian's Independent Certified Public Accountants At
the request of the Fund, the Custodian shall deliver to the Fund a written
report prepared by the Custodian's independent certified public accountants with
respect to the services provided by the Custodian under this Agreement,
including, without limitation, the Custodian's accounting system, internal
accounting controls and procedures for safeguarding cash, securities and other
assets, including cash, securities and other assets deposited and/or maintained
in a Securities System or with a Subcustodian. Such report shall be of
sufficient scope and in sufficient detail as may reasonably be required by the
Fund and as may reasonably be obtained by the Custodian.
6. Standard of Care and Related Matters:
6.1 Liability of the Custodian with Respect to Proper Instructions;
Evidence of Authority, Etc. The Custodian shall not be liable for any action
taken or omitted in reliance upon proper instructions believed by it to be
genuine or upon any other written notice, request, direction, instruction,
certificate or other instrument believed by it to be genuine and signed by the
proper party or parties.
The Secretary or Assistant Secretary of the Fund shall certify to the
Custodian the names, signatures and scope of authority of all persons authorized
to give proper instructions or any other such notice, request, direction,
instruction, certificate or instrument on behalf of the Fund, the names and
signatures of the officers of the Fund, the name and address of the Shareholder
Servicing Agent, and any resolutions, votes, instructions or directions of the
Fund's Board of Directors or Trustees or shareholders. Such certificate may be
accepted and relied upon by the Custodian as conclusive evidence of the facts
set forth therein and may be considered in full force and effect until receipt
of a similar certificate to the contrary.
So long as and to the extent that it is in the exercise of reasonable
care, the Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Agreement.
The Custodian shall be entitled to receive and act upon advice of (i)
counsel regularly retained by the Custodian in respect of custodian matters,
(ii) counsel for the Fund, or (iii) such other counsel as the Fund and the
Custodian may agree upon, with respect to all matters, and the Custodian shall
be without liability for any action reasonably taken or omitted pursuant to such
advice; provided that with respect to the performance of any action or omission
of any action upon such advice, the Custodian shall be required to conform to
the standard of care set forth in section 6.3.
6.2 Liability of the Custodian with Respect to Use of Securities
Systems - With respect to he portfolio securities, cash and other property of
the Fund held by a Securities System utilized by the Custodian or any
Subcustodian, the Custodian shall be liable to the Fund only for any loss or
damage to the Fund resulting from use of the Securities System if caused by or
resulting from any negligence, misfeasance or misconduct of the Custodian or any
of its Agents (as said term is defined in Section 6.6) or of any of its or its
Agents' employees or from any failure of the Custodian or any such Agent to
enforce effectively such rights as it may have against the Securities System. At
the election of the Fund, it shall be entitled to be subrogated to the rights of
the Custodian with respect to any claim against the Securities System or any
other person which the Custodian may have as a consequence of any such loss or
damage to the Fund if and to the extent that the Fund has not been made whole
for any such loss or damage.
6.3 Standard of Care; Liability; Indemnification - The Custodian shall
be held only to the exercise of reasonable care and diligence in carrying out
the provisions of this Agreement, provided that the Custodian shall not thereby
be required to take any action which is in contravention of any applicable law,
rule or regulation or any order or judgment of any court of competent
jurisdiction. The Fund agrees to indemnify and hold harmless the Custodian and
its nominees from all claims and liabilities (including counsel fees) incurred
or assessed against it or its nominees in connection with the performance of
this Agreement, except such as may arise from its or its nominee's breach of the
relevant standard of conduct set forth in this Agreement. Without limiting the
foregoing indemnification obligation of the Fund, the Fund agrees to indemnify
the Custodian and any nominee in whose name portfolio securities or other
property of the Fund is registered against any liability the Custodian or such
nominee may incur by reason of taxes assessed to the Custodian or such nominee
or other costs, liability or expense incurred by the Custodian or such nominee
resulting directly or indirectly from the fact that portfolio securities or
other property of the Fund is registered in the name of the Custodian or such
nominee.
In no event shall the Custodian incur liability under this Agreement if
the Custodian or any Subcustodian, Securities System, Foreign Depository,
Banking Institution or any agent or entity utilized by any of them is prevented,
forbidden or delayed from performing, or omits to perform, any act or thing
which this Agreement provides shall be performed or omitted to be performed, by
reason of (i) any Sovereign Risk or (ii) any provision of any present or future
law or regulation or order of the United States of America or any state thereof,
or of any foreign country or political subdivision thereof, or of any securities
depository or clearing agency which operates a central system for handling of
securities or equivalent book-entries in a country or which operates a
transnational system for the central handling of securities or equivalent
book-entries, or (iii) any provision of any order or judgment of any court of
competent jurisdiction. A "Sovereign Risk" shall mean nationalization,
expropriation, devaluation, revaluation, confiscation, seizure, cancellation,
destruction or similar action by any governmental authority, de facto or de
jure; or enactment, promulgation, imposition or enforcement by any such
governmental authority of currency restrictions, exchange controls, taxes,
levies or other charges affecting the Fund's property; or acts of war,
terrorism, insurrection or revolution; or any other act or event beyond the
Custodian's control.
6.4 Reimbursement of Disbursements, Etc. - The Custodian shall be
entitled to receive reimbursement from the Fund on demand, in the manner
provided in Section 7, for its cash disbursements, expenses and charges
(including the fees and expenses of any Subcustodian or any Agent) in connection
with this Agreement, but excluding salaries and usual overhead expenses.
6.5 Security for Obligations to Custodian - If the Custodian or any
nominee thereof shall incur or be assessed any taxes, charges, expenses,
assessments, claims or liabilities of or relating to the Fund in connection with
the performance of this Agreement (collectively a "Liability"), except such as
may arise or result from its or such nominee's breach of the relevant standard
of conduct set forth in this Agreement, or except such as constitutes a tax on
income, gross receipts or the like of the Custodian or its nominees, or if the
Custodian shall make any Advance to the Fund, then in such event if the Fund
shall fail to pay such Advance and interest thereon when due or shall fail to
reimburse or indemnify the Custodian promptly in respect of a Liability, the
Fund agrees immediately upon the request of the Custodian to liquidate
securities or other property of the Fund held in safekeeping by the Custodian in
an amount sufficient to provide the cash proceeds necessary to fully pay such
obligations to the Fund, and in the event the Fund shall fail to do so, the
Custodian shall have the right to cause the sale of such securities as the
Custodian shall select in order to produce the necessary cash proceeds, and in
either such event such cash proceeds shall be applied to payment of such
obligation to the Custodian.
Without limiting the generality of the foregoing, the Fund acknowledges
that any deposits or other sums at any time credited by or due from the
Custodian to the Fund may at any time be applied or set off by the Custodian
against any obligation of the Fund to the Custodian, including in respect of any
Advance, interest thereon or liability.
6.6 Appointment of Agents - The Custodian may at any time or times in
its discretion appoint (and may at any time remove) any other bank or trust
company as its agent (an "Agent") to carry out such of the provisions of this
Agreement as the Custodian may from time to time direct, provided, however, that
the appointment of such Agent (other than an Agent appointed pursuant to the
third paragraph of Section 3) shall not relieve the Custodian of any of its
responsibilities under this Agreement.
6.7 Powers of Attorney - Upon request, the Fund shall deliver to the
Custodian such proxies, powers of attorney or other instruments as may be
reasonable and necessary or desirable in connection with the performance by the
Custodian or any Subcustodian of their respective obligations under this
Agreement or any applicable subcustodian agreement.
7. Compensation of the Custodian: The Fund shall pay the Custodian a
custody fee based on such fee schedule as may from time to time be agreed upon
in writing by the Custodian and the Fund. Such fee, together with all amounts
for which the Custodian is to be reimbursed in accordance with Section 6.4,
shall be billed to the Fund and be paid in cash to the Custodian.
8. Termination; Successor Custodian: This Agreement shall continue in
full force and effect until terminated by either party by an instrument in
writing delivered or mailed, postage prepaid, to the other party, such
termination to take effect not sooner than sixty (60) days after the date of
such delivery or mailing. In the event of termination the Custodian shall be
entitled to receive prior to delivery of the securities, funds and other
property held by it all accrued fees and unreimbursed expenses the payment of
which is contemplated by Sections 6.4 and 7, and all Advances and Liabilities,
upon receipt by the Fund of a statement setting forth such fees, expenses,
Advances and Liabilities.
In the event of the appointment of a successor custodian, it is agreed
that the funds and securities owned by the Fund and held by the Custodian or any
Subcustodian shall be delivered to the successor custodian, and the Custodian
agrees to cooperate with the Fund in execution of documents and performance of
other actions necessary or desirable in order to substitute the successor
custodian for the Custodian under this Agreement.
9. Entire Agreement, Waiver, Amendment: This Agreement constitutes the
entire understanding and agreement of the parties hereto with respect to the
subject matter hereof. No provisions of this Agreement may be amended or
terminated except by a statement in writing signed by the party against which
enforcement of the amendment or termination is sought provided that Appendix A
listing the Subcustodians and Foreign Depositories approved by the Fund may be
amended from time to time to add or delete one or more of such entities by
delivery to the Custodian of a revised Appendix A executed by a person
authorized to bind the Fund, such amendment to take effect immediately upon
execution of the revised Appendix A by the Custodian.
In connection with the operation of this Agreement, the Custodian and
the Fund may agree in writing from time to time on such provisions
interpretative of or in addition to the provisions of this Agreement as may in
their joint opinion be consistent with the general tenor of this Agreement. No
interpretative or additional provisions made as provided in the preceding
sentence shall be deemed to be an amendment of this Agreement.
The section headings in this Agreement are for the convenience of the
parties and in no way alter, amend, limit or restrict the contractual
obligations of the parties set forth in this Agreement.
10. Governing Law: This Agreement is executed and delivered in The
Commonwealth of Massachusetts and shall be governed by and construed according
to the laws of said Commonwealth.
11. Notices: Notices and other writings delivered or mailed postage
prepaid to the Fund addressed to the Fund at Via Mizner Financial Plaza, Suite
300, 700 South Federal Highway, Boca Raton, Florida 33432 or by facsimile
transmission to the Fund at (407) 391-4700 or to such other address or facsimile
number as the Fund may have designated to the Custodian in writing or to the
Custodian at 40 Water Street, Boston, Massachusetts 02109, Attention: Manager,
Securities Department, or by facsimile transmission to the Custodian at
617-742-1289, or to such other address or facsimile number as the Custodian may
have designated to the Fund in writing, shall be deemed to have been properly
delivered or given hereunder to the respective addressee.
12. Binding Effect. This Agreement shall be binding on and shall inure
to the benefit of the Fund and the Custodian and their respective successors and
assigns, provided that neither party hereto may assign this Agreement or any of
its rights or obligations hereunder without the prior written consent of the
other party.
13. Counterparts: This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original. This Agreement shall
become effective when one or more counterparts have been signed and delivered by
each of the parties.
14. Representative Capacity: The Fund's Agreement and Declaration of
Trust has been filed with the Secretary of State of the Commonwealth of
Massachusetts. The obligations of the Fund are not personally binding upon, nor
shall resort be had to the private property of any of the Trustees,
shareholders, officers, employees or agents of the Fund, but only the Fund's
property shall be bound.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed in its name and behalf on the day and year first above written.
IVY FUND BROWN BROTHERS HARRIMAN & CO.
By /s/ C. WILLIAM FERRIS /s/ LOUISE A. COUGHLIN
<PAGE>
APPENDIX "B"
TO
CUSTODIAN AGREEMENT
BETWEEN
IVY FUND and BROWN BROTHERS HARRIMAN & CO.
Dated as of _________________
The following is a list of Portfolios for which the Custodian shall serve under
a Custodian Agreement dated as of ______________ (the "Agreement"):
IVY GROWTH FUND
IVY INTERNATIONAL FUND
IVY EMERGING GROWTH FUND
IVY GROWTH WITH INCOME FUND
IVY CHINA REGION FUND
IVY MONEY MARKET FUND
IN WITNESS WHEREOF, each of the parties hereto has caused this Appendix to be
executed in its name and on behalf of each such Portfolio.
IVY FUND BROWN BROTHERS HARRIMAN & CO.
By: /s/ C. WILLIAM FERRIS By: /s/ LOUISE A. COUGHLIN
Name: C. William Ferris Name: Louise A. Coughlin
Title: Secretary, Treasurer Title: Deputy Manager
MASTER ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made as of the 1st day of September 1992, by Ivy Fund (the
"Trust") and Mackenzie Investment Management Inc. ("MIMI").
WHEREAS, the Trust is an open-end investment company organized as a
Massachusetts business trust and consists of one or more separate investment
portfolios (the "Funds") as may be established and designated from time to time;
WHEREAS, the Trust desires certain administrative services of MIMI with
respect to such Funds as shall be designated in supplements to this Agreement as
further agreed between the Trust and MIMI; and
WHEREAS, MIMI has developed the capability to provide certain of the
administrative services required by the Funds.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:
1. Appointment. The Trust hereby appoints MIMI to provide the
administrative services specified in this Agreement with regard to such Funds as
shall be designated in supplements to this Agreement, and MIMI hereby accepts
such appointment.
2. Administrative Services.
(a) MIMI shall at its expense provide such of the following
administrative services as are required by the Funds:
(i) maintaining the registration or
qualification of the Funds and their
shares under state "Blue Sky" or
securities laws and regulations,
provided that the Funds shall pay all
related filing fees and registration or
qualification fees;
(ii) soliciting and gathering shareholder
proxies;
(iii) preparing the Funds' U.S. Federal, state
and local income tax returns, provided
that the Funds shall pay all charges for
services and expenses of the Funds'
independent accountants in reviewing
such returns;
(iv) preparing the financial information for
the Funds' prospectuses, statements of
additional information and periodic
reports to shareholders, provided that
the Funds shall
<PAGE>
pay all charges for services and expenses of the
Funds' independent accountants;
(v) preparing the semi-annual report on Form
N-SAR or on such other substitute form
as the Securities and Exchange
Commission (the "SEC") from time to time
may prescribe under Section 30(b) of the
Investment Company Act of 1940, as
amended (the "1940 Act");
(vi) assisting the Funds' legal counsel with
the preparation and filing with the SEC
of the Funds' registration statement
(including prospectuses and statements
of additional information), and any
amendments or supplements that may be
made from time to time, and with the
preparation and filing with the SEC of
notices and proxy materials for meetings
of shareholders;
(vii) setting in type the Funds' prospectuses,
periodic reports to shareholders and
proxy materials; and
(viii) providing executive, clerical and
secretarial personnel competent to carry
out the above responsibilities.
(b) MIMI shall provide such other services required by the Funds as the
parties from time to time may agree in writing are appropriate to be provided
under this Agreement. In the event that MIMI provides any services to the Funds
or pays or assumes any expenses of the Funds, which MIMI is not obligated to
provide, pay or assume under this Agreement, MIMI shall not be obligated hereby
to provide the same or any similar services to the Funds or to pay or assume the
same or any similar expenses of the Funds in the future; provided, that nothing
herein contained shall be deemed to relieve MIMI of any obligations to the Funds
under any separate agreement or arrangement between the parties.
3. Standard of Care. MIMI shall give the Funds the benefit of MIMI's
best judgment and efforts in rendering the Funds administrative services
pursuant to paragraph 2 of this Agreement. As an inducement to MIMI's
undertaking to render these services, the Funds agree that MIMI shall not be
liable under this Agreement for any mistake in judgment or in any other event
whatsoever except for lack of good faith, provided that nothing in this
Agreement shall be deemed to protect or purport to protect MIMI against any
liability to the Funds or their shareholders to which MIMI would otherwise be
subject by reason
<PAGE>
of willful misfeasance, bad faith or gross negligence in the
performance of MIMI's duties under this Agreement or by reason of MIMI's
reckless disregard of its obligations and duties hereunder.
4. Fees. In consideration of the services to be rendered by MIMI
pursuant to paragraph 2 of this Agreement, each Fund shall pay MIMI a monthly
fee on the first business day of each month, based on the average daily value
(as determined on each business day at the time set forth in the currently
effective prospectus and statement of additional information (the "Prospectus")
of the Fund for determining net asset value per share) of the net assets of the
Fund during the preceding month at the annual rates set forth in a Supplement to
this Agreement with respect to each Fund. If the fees payable to MIMI pursuant
to this paragraph 4 begin to accrue before the end of any month or if this
Agreement terminates before the end of any month, the fees for the period from
that date to the end of that month or from the beginning of that month to the
date of termination, as the case may be, shall be prorated according to the
proportion which the period bears to the full month in which the effectiveness
or termination occurs. For purposes of calculating the monthly fees, the value
of the net assets of a Fund shall be computed in the manner specified in the
Fund's Prospectus for the computation of net asset value. For purposes of this
Agreement, a "business day" is any day on which the New York Stock Exchange is
open for trading.
5. Records. All records required to be maintained and preserved by the
Funds pursuant to the provisions or rules or regulations of the SEC under
Section 31(a) of the 1940 Act and maintained and preserved by MIMI on behalf of
the Funds, including any such records maintained by MIMI in connection with the
performance of its obligations hereunder, are the property of the Funds and
shall be surrendered by MIMI promptly on request by the Funds; provided, that
MIMI at its own expense may make and retain copies of any such records.
6. Software and Related Materials. All computer programs, written
procedures, and similar items developed or acquired and used by MIMI in
performing its obligations under this Agreement shall be the property of MIMI,
and the Funds will not acquire any ownership interest therein or property rights
with respect thereto.
7. Services to Other Clients. Nothing herein contained shall limit the
freedom of MIMI or any affiliated person of MIMI to render services of the types
contemplated hereby to other persons, firms or corporations, including but not
limited to
<PAGE>
other investment companies, or to engage in other business activities.
8. Term. The term of this Agreement shall begin as of the closing of
the acquisition of the capital stock of the Manager by Mackenzie Investment
Management Inc. on ___________, 1999__, and unless sooner terminated as
hereinafter provided, this Agreement shall remain in effect for a period of two
years from that date. Thereafter, this Agreement shall continue in effect with
respect to a Fund from year to year, subject to the termination provisions and
all other terms and conditions hereof; provided, that such continuance with
respect to that Fund is approved at least annually by the Trust's Board of
Trustees, including the vote or written consent of a majority of the Trust's
trustees who are not interested persons of MIMI or the Trust (the "Independent
Trustees"). MIMI shall furnish to the Funds, promptly upon their request, such
information (including MIMI's costs of delivering the services provided to the
Fund hereunder) as may reasonably be necessary to enable the Trust's Board of
Trustees to evaluate the terms of this Agreement or any extension, renewal or
amendment hereof. MIMI shall permit the Funds and their accountants, counsel or
other representatives to review its books and records relating to the services
provided hereunder at reasonable intervals during normal business hours upon
reasonable notice requesting such review.
9. Assignment. This Agreement may not be assigned by MIMI, and MIMI may
not assign or transfer any interest hereunder, voluntarily, by operation of law
or otherwise, without the prior written consent of the Funds. Any consent by the
Funds to any assignment hereof or assignment or transfer of any interest
hereunder by MIMI shall not be effective unless and until authorized by the
Trust's Board of Trustees, including the vote or written consent of a majority
of the Trust's Independent Trustees.
10. Termination of Agreement. This Agreement may be terminated with
respect to a Fund, without the payment of any penalty, by MIMI upon at least
sixty (60) days' prior written notice to that Fund, or by the Fund upon at least
sixty (60) days' prior written notice to MIMI; provided, that in the case of
termination by a Fund, such action shall have been authorized by the Trust's
Board of Trustees, including the vote or written consent of a majority of the
Trust' Independent Trustees. This Agreement shall automatically and immediately
terminate in the event of its assignment by MIMI, or MIMI's assignment or
transfer of any interest hereunder, without the prior written consent of the
Funds as provided in paragraph 9 hereof.
<PAGE>
11. Interpretation and Definition of Terms. Any question or
interpretation of any term or provision of this Agreement having a counterpart
in or otherwise derived from a term or provision of the 1940 Act shall be
resolved by reference to such term or provision of the 1940 Act and to
interpretation thereof, if any. Specifically, the terms "interested persons,"
"assignment" and "affiliated person," as used in this Agreement, shall have the
meanings assigned to them by Section 2(a) of the 1940 Act.
12. Miscellaneous.
(a) This Agreement shall be construed in accordance with the
laws of the State of Florida, provided that nothing herein shall be construed in
a manner inconsistent with the 1940 Act.
(b) The captions in this Agreement are included for
convenience of reference only and in no way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
(c) The Trust's Agreement and Declaration of Trust has been
filed with the Secretary of State of the Commonwealth of Massachusetts. The
obligations of the Trust are not personally binding upon, nor shall resort be
had to the private property of, any of the trustees, shareholders, officers,
employees or agents of the Trust, but only the Trust's property shall be bound.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
IVY FUND
By: /s/ MICHAEL G. LANDRY
TITLE: President
MACKENZIE INVESTMENT MANAGEMENT INC.
By: /s/ KEITH J. CARLSON
TITLE: President
ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT SUPPLEMENT
IVY FUND
Ivy International Fund
The Administrative Services Agreement, made as of the 1st day of
September, 1992, between Ivy Fund, on behalf of Ivy International Fund, and
Mackenzie Investment Management Inc., is hereby amended as set forth below in
this Addendum to the Supplement, made as of the 1st day of September, 1992, to
the Agreement.
WHEREAS, the Board of Trustees of Ivy Fund may authorize the division
of the shares of beneficial interest of any series of Ivy Fund into two or more
classes of shares; and
WHEREAS, the Board of Trustees of Ivy Fund have approved the division
of the shares of beneficial interest of the Ivy International Fund series of Ivy
Fund into Class A, Class B and Class I shares.
NOW THEREFORE, in consideration of the mutual promises and covenants
contained in this Addendum, it is agreed between the parties hereto that the
term "Fund" as used in the Master Administrative Services Agreement shall, for
purposes of the Supplement, pertain to the Class A and Class B shares of Ivy
International Fund.
This Addendum shall in no way be construed to modify any rights and
obligations of either party under the Agreement.
This Addendum shall take effect as of the effective date of the
Post-Effective Amendment to Ivy Fund's Registration Statement on Form N-1A under
the Securities Act of 1933 containing the Prospectus offering multiple classes
of shares of Ivy International Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed as of this 23rd day of October, 1993.
IVY FUND, on behalf of
Ivy International Fund
By: /s/ MICHAEL C. LANDRY
TITLE: President
MACKENZIE INVESTMENT MANAGEMENT INC.
By: /s/ MICHAEL C. LANDRY
TITLE: President
IVY FUND
FUND ACCOUNTING SERVICES AGREEMENT SUPPLEMENT
Ivy Money Market Fund
AGREEMENT made as of the 5th day of March, 1993, by and between Ivy
Fund (the "Fund") and Mackenzie Investment Management Inc. (the "Agent").
WHEREAS, the Fund is an open-end investment company, organized as a
Massachusetts business trust, and consists of such separate investment
portfolios as have been or may be established and designated by the Trustees of
the Fund from time to time;
WHEREAS, a separate class of shares of the Fund is offered to investors
with respect to each investment portfolio;
WHEREAS, the Fund has adopted a Master Fund Accounting Services
Agreement ("Master Agreement") dated , 1993, pursuant to which the
Fund has appointed the Agent to provide the fund accounting services
specified in that Master Agreement; and
WHEREAS, Ivy Money Market Fund (the "Portfolio") is a separate
investment portfolio of the Fund.
NOW, THEREFORE, the Trustees of the Fund hereby take the following
actions, subject to the conditions set forth:
1. As provided for in the Master Agreement, the Fund hereby adopts the
Master Agreement with respect to the Portfolio, and the Manager hereby
acknowledges that the Master Agreement shall pertain to the Portfolio, the terms
and conditions of such Master Agreement being hereby incorporated herein by
reference.
2. The term "Portfolio" as used in the Master Agreement shall, for
purposes of this Supplement, pertain to the Portfolio.
3. As provided in the Master Agreement and subject to further
conditions as set forth therein, the Portfolio shall pay the Agent a monthly fee
based upon the rate(s) set forth in the Fee Schedule attached hereto as Annex 1.
4. This Supplement and the Master Agreement (together, the "Agreement")
shall become effective with respect to the Portfolio as of the date specified
above and unless sooner terminated as hereinafter provided, the Agreement shall
remain in effect with respect to the Portfolio for a period of more than one (1)
year from such date only so long as the continuance is specifically approved at
least annually by the Fund's Board of Trustees, including the vote or written
consent of a majority of the Fund's Independent Trustees. This Agreement may be
terminated with respect to the Portfolio, without payment of any penalty, by the
Portfolio upon at least ninety (90) days' prior written notice to the Agent or
by the Agent upon at least ninety (90) days' prior written notice to the
Portfolio; provided, that in the case of termination by the Portfolio, such
action shall have been authorized by the Fund's Board of Trustees, including the
vote or written consent of a majority of the Fund's Independent Trustees.
IVY FUND,
on behalf of Ivy Money Market Fund
By: /s/ MICHAEL C. LANDRY
TITLE: President
MACKENZIE INVESTMENT MANAGEMENT INC.
By: /s/ MICHAEL C. LANDRY
TITLE: President
<PAGE>
ANNEX 1
FUND ACCOUNTING SERVICES AGREEMENT
FEE SCHEDULE
Ivy Money Market Fund 0.10% of daily average net assets
IVY FUND
ADMINISTRATIVE SERVICES AGREEMENT SUPPLEMENT
Ivy Emerging Growth Fund
AGREEMENT made as of the 5th day of March, 1993, by and between Ivy Fund (the
"Trust") and Mackenzie Investment Management Inc. ("MIMI"). WHEREAS, the Trust
is an open-end investment company, organized as a Massachusetts business trust,
and consists of such separate investment portfolios as have been or may be
established and designated by the Trustees of the Trust from time to time;
WHEREAS, a separate class of share of the Trust is offered to investors with
respect to each investment portfolio; WHEREAS, the Trust has adopted a Master
Administrative Services Agreement ("Master Services Agreement") dated September
1, 1992, pursuant to which the Trust has appointed MIMI to provide the
administrative services specified in that Master Services Agreement; and
WHEREAS, Ivy Emerging Growth Fund (the "Fund") is a separate investment
portfolio of the Trust. NOW, THEREFORE, the Trustees of the Trust hereby take
the following actions, subject to the conditions set forth: As provided for in
the Master Services Agreement, the Trust hereby adopts the Master Services
Agreement with respect to the Fund, and MIMI hereby acknowledges that the Master
Services Agreement shall pertain to the Fund, the terms and conditions of such
Master Services Agreement being incorporated herein by reference. The term
"Fund" as used in the Master Services Agreement shall, for purposes of this
Supplement, pertain to the Fund. As provided in the Master Services Agreement
and subject to further conditions as set forth therein, the Fund shall pay MIMI
a monthly fee on the first business day of each month based upon the average
daily value (as determined on each business day at the time set forth in the
Prospectus for determining net asset value per share) of the net assets of the
Fund during the preceding month at the annual rate of 0.10%. This Supplement and
the Master Services Agreement (together, the "Agreement") shall become effective
with respect to the Fund as of the date specified above and unless sooner
terminated as hereinafter provided, the Agreement shall remain in effect for a
period of two years from that date. Thereafter, the Agreement shall continue in
effect with respect to the Fund from year to year, provided such continuance
with respect to the Fund is approved at least annually by the Trust's Board of
Trustees, including the vote or written consent of a majority of the Trust's
Independent Trustees. This Agreement may be terminated with respect to the Fund
at any time, without payment of any penalty, by MIMI upon at least sixty (60)
days' prior written notice to the Fund, or by the Fund upon at least sixty (60)
days' written notice to MIMI; provided, that in case of termination by the Fund,
such action shall have been authorized by the Trust's Board of Trustees,
including the vote or written consent of a majority of the Trust's Independent
Trustees.
IVY FUND,
on behalf of Ivy Emerging Growth Fund
By: /s/ MICHAEL C. LANDRY
TITLE: President
MACKENZIE INVESTMENT MANAGEMENT INC.
By: /s/ MICHAEL C. LANDRY
TITLE: President
IVY FUND
ADMINISTRATIVE SERVICES AGREEMENT SUPPLEMENT
Ivy China Region Fund
AGREEMENT made as of the 23rd day of March, 1993, by and between Ivy Fund
(the "Trust") and Mackenzie Investment Management Inc. ("MIMI").
WHEREAS, the Trust is an open-end investment company, organized as a
Massachusetts business trust, and consists of such separate investment
portfolios as have been or may be established and designated by the Trustees of
the Trust from time to time;
WHEREAS, a separate class of shares of the Trust is offered to
investors with respect to each investment portfolio;
WHEREAS, the Trust has adopted a Master Administrative Services
Agreement ("Master Service Agreement") dated September 1, 1992, pursuant to
which the Trust has appointed to MIMI to provide the administrative services
specified in that Master Services Agreement; and
WHEREAS, Ivy China Region Fund (the "Fund") is a separate investment
portfolio of the Trust.
NOW, THEREFORE, the Trustees of the Trust hereby take the following
actions, subject to the conditions set forth:
1. As provided for in the Master Services Agreement, the Trust hereby
adopts the Master Services Agreement with respect to the Fund, and MIMI hereby
acknowledges that the Master Services Agreement shall pertain to the Fund, the
terms and conditions of such Master Services Agreement being incorporated herein
by reference.
2. The term "Fund" as used in the Master Services Agreement shall, for
purposes of this Supplement, pertain to the Fund.
3. As provided in the Master Services Agreement and subject to further
conditions as set forth therein, the Fund shall pay MIMI a monthly fee on the
first business day of each month based upon the average daily value (as
determined on each business day at the time set forth in the Prospectus for
determining net asset value per share) of the net assets of the Fund during the
preceding months at the annual rate of 0.10%
4. This Supplement and the Master Services Agreement (together, the
"Agreement") shall become effective with respect to the Fund as of the date
specified above and unless sooner terminated as hereinafter provided, the
Agreement shall remain in effect for a period of two years from that date.
Thereafter, the Agreement shall continue in effect with respect to the Fund from
year to year, provided such continuance with respect to the Fund is approved at
least annually by the Trust's Board of Trustees, including the vote or written
consent of a majority of the Trust's Independent Trustees. This Agreement may be
terminated with respect to the Fund at any time, without payment of any penalty,
by MIMI upon at least sixty (60) days' prior written notice to the Fund, or by
the Fund upon at least sixty (60) days' written notice to MIMI; provided, that
in case of termination by the Fund, such action shall have been authorized by
the Trust's Board of Trustees, including the vote or written consent of a
majority of the Trust's Independent Trustees.
IVY FUND, on behalf of
Ivy China Region Fund
By: /s/ C. WILLIAM FERRIS
TITLE: Secretary
MACKENZIE INVESTMENT MANAGEMENT INC.
By: /s/ C. WILLIAM FERRIS
TITLE: Secretary
IVY FUND
ADMINISTRATIVE SERVICES AGREEMENT SUPPLEMENT
Ivy International Fund
Class I Shares
AGREEMENT made as of the 23rd day of March, 1993, by and between Ivy Fund
(the "Trust") and Mackenzie Investment Management Inc. ("MIMI").
WHEREAS, the Trust is an open-end investment company,
organized as a Massachusetts business trust, and consists of such separate
investment portfolios as have been or may be established and designated by the
Trustees of the Trust from time to time;
WHEREAS, a separate class of shares of the Trust is offered to
investors with respect to each investment portfolio;
WHEREAS, the Trust has adopted a Master Administrative
Services Agreement ("Master Services Agreement") dated September 1, 1992,
pursuant to which the Trust has appointed MIMI to provide the administrative
services specified in that Master Services Agreement; and
WHEREAS, Ivy International Fund (the "Fund") is a separate
investment portfolio of the Trust.
NOW, THEREFORE, the Trustees of the Trust hereby take the
following actions, subject to the conditions set forth:
1. As provided for in the Master Services Agreement, the
Trust hereby adopts the Master Services Agreement with respect to Class I of the
Fund, and MIMI hereby acknowledges that the Master Services Agreement shall
pertain to Class I of the Fund, the terms and conditions of such Master Services
Agreement being incorporated herein by reference.
2. The term "Fund" as used in the Master Services Agreement
shall, for purposes of this Supplement, pertain to Class I of the Fund.
3. As provided in the Master Services Agreement and subject
to further conditions as set forth therein, Class I of the Fund shall pay MIMI a
monthly fee on the first business day of each month based upon the average daily
value (as determined on each business day at the time set forth in the
Prospectus for determining net asset value per share) of the net assets of the
Fund attributable to Class I during the preceding month at the annual rate of
0.01%.
4. This Supplement and the Master Services Agreement
(together, the "Agreement") shall become effective with respect to Class I of
the Fund as of the date specified above and unless sooner terminated as
hereinafter provided, the Agreement shall remain in effect for a period of two
years from that date. Thereafter, the Agreement shall continue in effect with
respect to Class I of the Fund from year to year, provided such continuance with
respect to Class I of the Fund is approved at least annually by the Trust's
Board of Trustees, including the vote or written consent of a majority of the
Trust's Independent Trustees. This Agreement may be terminated with respect to
Class I of the Fund at any time, without payment of any penalty, by MIMI upon at
least sixty (60) days' prior written notice to the Fund, or by the Fund upon at
least sixty (60) days' written notice to MIMI; provided, that in case of
termination by the Fund, such action shall have been authorized by the Trust's
Board of Trustees, including the vote or written consent of a majority of the
Trust's Independent Trustees.
IVY FUND, on behalf of
Ivy International Fund
By: /S/ C. WILLIAM FERRIS
TITLE: Secretary
MACKENZIE INVESTMENT MANAGEMENT INC.
By: /S/ C. WILLIAM FERRIS
TITLE: Secretary
MASTER FUND ACCOUNTING SERVICES AGREEMENT
AGREEMENT made as of the 25th day of January, 1993 by Ivy Fund (the
"Trust") and Mackenzie Investment Management Inc. (herein called the "Agent").
WHEREAS, the Trust is an open-end investment company organized as a
Massachusetts business trust and consists of one or more separate investment
portfolios (the "Funds") as may be established and designated from time to time;
WHEREAS, the Trust desires certain accounting and pricing services of
the Agent with respect to such Funds as shall be designated in supplements to
this Agreement as further agreed between the Trust and the Agent; and
WHEREAS, the Agent has developed the capability to provide certain of
the accounting and pricing services required by the Funds.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties agree as follows:
Section 1. Duties of Agent - General.
The Agent is authorized to act under the terms of this Agreement as the Trust's
agent, and as such will:
a. Maintain and preserve the Funds' accounts, books, records and
other documents as are required of the Trust under Section 31
of the Investment Company Act of 1940 and Rules 31a-1 and
31a-2 thereunder;
b. Record the current day's trading activity and such other
proper bookkeeping entries as are necessary for determining
that day's net asset value for the Funds;
c. Render statements or copies of records for the Funds from time
to time as requested by the Trust (see Exhibit A);
d. Facilitate audits of accounts by the Trust's auditors or by
any other auditors employed or engaged by the Trust or by any
regulatory body with jurisdiction over the Trust; and
e. Compute each Fund's net asset value per share and, if
applicable, its public offering price, total returns and
yields, and notify the Trust and such other persons as the
Trust may reasonably request of the net asset value per share,
the public offering price and/or the total return or yield.
Section 2. Valuation of Securities.
Securities will be valued in accordance with the specific provisions of the
Funds' prospectuses. In general, consistent with a Fund's prospectus, (i) a
security listed or traded on a recognized stock exchange will be valued at its
last sale price prior to the time the valuation is made, or (ii) the Fund's
portfolio securities will be valued using the amortized cost method.
Section 3. Computation of Net Asset Value, Public Offering
Price, Total Returns and Yields.
The Agent will compute each Fund's net asset value in a manner consistent with
the specific provisions of the Fund's prospectus. In general, such computation
will be made by dividing the value of the Fund's portfolio securities, cash and
any other assets, less its liabilities, by the number of shares of the Fund
outstanding, adjusted to the nearest cent. Such computation will be made as of
the close of regular trading on the New York Stock Exchange (normally 4:00 p.m.,
Eastern time) on each day that the New York Stock Exchange is open for trading.
If applicable, the Agent will also compute the public offering price by dividing
the net asset value per share by the appropriate factor as provided by the Fund;
the total return; and the yield.
Each Fund's liabilities are allocated between its classes. The total of such
liabilities allocated to a class plus that class' distribution fee and any other
expenses specially allocated to that class are then deducted from the class'
proportionate interest in the 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.
Section 4. Agent's Reliance on Instructions and Advice.
In maintaining the Funds' books of account and making the necessary
computations, the Agent shall be entitled to receive, and may rely upon, (i)
information furnished by a pricing or other similar service pursuant to an
agreement between the Agent, on behalf of a Fund, and such service provider,
approved by the Trust's Board of Trustees, and (ii) information furnished it by
any authorized officer of the Trust relating to:
a. The manner and amount of accrual of expenses other than
management fees to be recorded on the books of the Funds;
b. If applicable, the source of quotations to be used for such
portfolio securities as may not be available through the
Agent's normal pricing services;
c. If applicable, the value to be assigned to any portfolio
security or other asset for which no price quotations are
readily available;
d. If applicable, the manner of computation of the public
offering price and such other computations as may be
necessary; and
e. Notification of transactions in portfolio securities.
The Agent shall be entitled to rely upon any certificate, letter or other
instrument or telephone call reasonably believed by the Agent to be genuine and
to have been properly made or signed by an officer or other authorized agent of
the Trust, on behalf of a Fund, and shall be entitled to receive as conclusive
proof of any fact or matter required to be ascertained by it hereunder a
certificate signed by an officer of the Trust, on behalf of a Fund or any other
person authorized by the Trust's Board of Trustees.
The Agent shall be entitled to receive and act upon advice of Counsel (which may
be Counsel for the Trust) at the expense of the Trust and shall be without
liability for any action taken or thing done in good faith in reliance upon such
advice.
The Trust agrees to furnish the Agent with a copy of the Funds' Prospectuses as
in effect from time to time.
Section 5. Duty of Care and Indemnification.
The Agent shall at all times use reasonable care and act in good faith in
performing its duties hereunder. The Agent shall incur no liability to the Trust
or a Fund in connection with its performance of services hereunder, except to
the extent that it does not comply with the foregoing standards.
The Trust agrees to indemnify and hold harmless the Agent and its employees,
agents and nominees from all taxes, charges, expenses, assessments, claims and
liabilities (including attorney's fees) incurred or assessed against them in
connection with the performance of this Agreement, except such as may arise from
their own negligent action, negligent failure to act or willful misconduct. The
foregoing notwithstanding, the Agent will in no event be liable for any loss
resulting from the acts, omissions, lack of financial responsibility, or failure
to perform the obligations of any person or organization designated by the Trust
to be the authorized agent of the Trust as a party to the transaction.
The Agent's responsibility for damage or loss arising from military power, war,
insurrection, or nuclear fission, fusion or radioactivity shall be limited to
the use of the Agent's best efforts to recover the Funds' records determined to
be lost, missing or destroyed.
Section 6. Compensation and Agent's Expenses.
The Agent shall be paid for its services pursuant to this Agreement such
compensation as may from time to time be agreed upon in writing between the two
parties. The Agent shall be entitled to recover its telephone, delivery and
other out-of-pocket expenses as incurred.
Each Fund shall pay the Agent a monthly fee based upon the rate(s) set forth in
a Fee Schedule attached to the Supplement to this Agreement with respect to such
Fund. A Fund shall be responsible for fees incurred in connection with a pricing
or other similar service furnishing information pursuant to Section 4 of this
Agreement.
If the fees payable to the Agent pursuant to this section begin to accrue before
the end of any month or if this Agreement terminates before the end of any
month, the fees for the period from that date to the end of that month or for
the period from the beginning of that month to the date of termination, as the
case may be, shall be prorated according to the proportion which the period
bears to the full month in which the effectiveness or termination occurs. For
purposes of calculating the monthly fees, the value of the net assets of a Fund
shall be computed in the manner specified in the Fund's Prospectus for the
computation of its net asset value.
Section 7. Termination of Agreement.
This Agreement may be terminated with respect to a Fund, without the payment of
any penalty, by the Agent upon at least ninety (90) days' prior written notice
to that Fund, or by the Fund upon at least ninety (90) days' prior written
notice to the Agent; provided, that in the case of termination by the Fund, such
action shall have been authorized by the Trust's Board of Trustees, including
the vote or written consent of a majority of the Trust's Independent Trustees.
Any termination date is to be no earlier than four months from the effective
date hereof. Upon termination, the Agent will turn over to the Trust and cease
to retain in the Agent's files, records of the calculations of the net asset
value of the Fund and other records pertaining to its services hereunder.
Section 8. Reports and Maintenance of Records by Agent.
The Agent will furnish to the Trust and to properly authorized auditors,
examiners, distributors, dealers, underwriters, salesmen, insurance companies,
investors, and others designated by the Trust in writing, such books, records,
and reports at such times as are prescribed for each service in Exhibit E
attached hereto. The Trust shall examine or shall cause any other authorized
recipient to examine promptly each such book, record, or report, or copy
thereof, and shall report or shall cause to be reported any errors or
discrepancies therein, but the Trust's failure to observe or report any such
error or discrepancy shall not relieve the Agent of its responsibilities or
liabilities as agreed to under the terms of this Agreement. The Agent may at its
option at any time and shall forthwith upon the Trust's demand turn over to the
Trust and cease to retain in the Agent's files, records and documents created
and maintained by the Agent pursuant to this Agreement that are no longer needed
by the Agent in the performance of its services or for its protection.
If not so turned over to the Trust, such documents and reports will be retained
by the Agent for six years from the year of creation, during the first two of
which the same will be in readily accessible form. At the end of six years, such
records and documents shall be turned over to the Trust by the Agent unless the
Trust authorizes their destruction.
Section 9. Term.
The term of this Agreement shall begin as of the date specified above and unless
sooner terminated as hereinafter provided, this Agreement shall remain in effect
for a period of one year from that date. Thereafter, this Agreement shall
continue in effect with respect to a Fund from year to year, subject to the
termination provisions and all other terms and conditions hereof; provided, that
such continuance with respect to that Fund is approved at least annually by the
Trust's Board of Trustees, including the vote or written consent of a majority
of the Trust's trustees who are not interested persons of Ivy Management Inc.,
the Agent or the Trust (the "Independent Trustees"). The Agent shall furnish to
the Funds, promptly upon their request, such information (including the Agent's
costs of delivering the services provided to the Funds hereunder) as may
reasonably be necessary to enable the Trust's Board of Trustees to evaluate the
terms of this Agreement or any extension, renewal or amendment hereof. The Agent
shall permit the Trust and its accountants, counsel or other representatives to
review its books and records relating to the services provided hereunder at
reasonable intervals during normal business hours upon reasonable notice
requesting such review.
Section 10. Interpretation and Definition of Terms.
Any question or interpretation of any term or provision of this Agreement having
a counterpart in or otherwise derived from a term or provision of the Investment
Company Act of 1940, as amended, (the "1940 Act") shall be resolved by reference
to such term or provision of the 1940 Act and to interpretation thereof, if any.
Specifically, the terms "interested persons," "affiliated person," and
"assignment," as used in this Agreement, shall have the meanings assigned to
them by Section 2(a) of the 1940 Act.
Section 11. Software and Related Materials.
All computer programs, written procedures, and similar items developed or
acquired and used by the Agent in performing its obligations under this
Agreement shall be the property of the Agent, and neither the Trust nor the
Funds will acquire any ownership interest therein or property rights with
respect thereto.
Section 12. Services to Other Clients.
Nothing herein contained shall limit the freedom of the Agent or any affiliated
person of the Agent to render services of the types contemplated hereby to other
persons, firms or corporations, including but not limited to other investment
companies, or to engage in other business activities.
Section 13. Miscellaneous.
This agreement shall be governed and construed in accordance with the laws of
the Commonwealth of Massachusetts.
This Agreement may not be assigned by the Agent without the consent of the Trust
as authorized or approved by resolution of its Board of Trustees.
The captions in this Agreement are included for convenience of reference only
and in no way define or delineate any of the provisions hereof or otherwise
affect their construction or effect.
The Trust's Amended and Restated Declaration of Trust has been filed with the
Secretary of State of the Commonwealth of Massachusetts. The obligations of the
Trust or a Fund are not personally binding upon, nor shall resort be had to the
private property of, any of the trustees, shareholders, officers, employees or
agents of the Trust or the Fund, but only that Fund's property shall be bound.
In connection with the operation of this Agreement, the Trust and the Agent may
agree from time to time on such provisions interpretive of or in addition to the
provisions of this Agreement as in their joint opinions may be consistent with
the general tenor of this Agreement. Any such interpretive or additional
provisions are to be signed by both parties and annexed hereto, but no such
provision shall be deemed to be an amendment of this Agreement.
Nothing in this Agreement shall give or be construed to give any shareholder of
the Trust any rights against the Agent.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers thereunto duly authorized as of the date first
written above.
IVY FUND
By: /s/ MICHAEL G. LANDRY
MACKENZIE INVESTMENT MANAGEMENT INC.
By: /s/ MICHAEL G. LANDRY
<PAGE>
EXHIBIT A
Fund Accounting Services Agreement
Standard Reports and Availability
The following reports will be provided to the Fund on a regular basis with
availability as indicated:
A. Daily
1. Printed Trial Balance
2. Net Asset Value Worksheet
3. Cash Forecast
4. Yield Computation, if applicable
B. Weekly - Tax Lot Ledgers
C. Monthly
1. Tax Lot Ledgers as of month-end
2. Working Appraisal as of month-end
3. Purchase and Sale Journal for the month
4. Summary of Gains and Losses on Securities for the month 5. Dividend
Ledger for the month (Receivable as of month-end and earned) 6.
Interest Income Analysis for the month (receivable as of month-end and
earned) 7. Trial Balance as of month-end 8. Net Asset Value Worksheet
as of month-end 9. Open Trades (payable and receivable for unsettled
securities transactions)
D. Annually
1. Purchase and Sale Journal for the year
2. Summary of Gains and Losses on Securities for the year
3. Broker Allocation Report for the year
<PAGE>
IVY FUND
FUND ACCOUNTING SERVICES AGREEMENT SUPPLEMENT
Ivy Emerging Growth Fund
AGREEMENT made as of the 5th day of March, 1993, by and between Ivy
Fund (the "Fund") and Mackenzie Investment Management Inc. (the "Agent").
WHEREAS, the Fund is an open-end investment company, organized as a
Massachusetts business trust, and consists of such separate investment
portfolios as have been or may be established and designated by the Trustees of
the Fund from time to time;
WHEREAS, a separate class of shares of the Fund is offered to investors
with respect to each investment portfolio;
WHEREAS, the Fund has adopted a Master Fund Accounting Services
Agreement ("Master Agreement") dated January 25, 1993, pursuant to which the
Fund has appointed the Agent to provide the fund accounting services specified
in that Master Agreement; and
WHEREAS, Ivy Emerging Growth Fund (the "Portfolio") is a separate
investment portfolio of the Fund.
NOW, THEREFORE, the Trustees of the Fund hereby take the following
actions, subject to the conditions set forth:
1. As provided for in the Master Agreement, the Fund hereby adopts the
Master Agreement with respect to the Portfolio, and the Manager hereby
acknowledges that the Master Agreement shall pertain to the Portfolio, the terms
and conditions of such Master Agreement being hereby incorporated herein by
reference.
2. The term "Portfolio" as used in the Master Agreement shall, for
purposes of this Supplement, pertain to the Portfolio.
3. As provided in the Master Agreement and subject to further
conditions as set forth therein, the Portfolio shall pay the Agent a monthly fee
based upon the rate(s) set forth in the Fee Schedule attached hereto as Annex 1.
4. This Supplement and the Master Agreement (together, the "Agreement")
shall become effective with respect to the Portfolio as of the date specified
above and unless sooner terminated as hereinafter provided, the Agreement shall
remain in effect with respect to the Portfolio for a period of more than one (1)
year from such date only so long as the continuance is specifically approved at
least annually by the Fund's Board of Trustees, including the vote or written
consent of a majority of the Fund's Independent Trustees. This Agreement may be
terminated with respect to the Portfolio, without payment of any penalty, by the
Portfolio upon at least ninety (90) days' prior written notice to the Agent or
by the Agent upon at least ninety (90) days' prior written notice to the
Portfolio; provided, that in the case of termination by the Portfolio, such
action shall have been authorized by the Fund's Board of Trustees, including the
vote or written consent of a majority of the Fund's Independent Trustees.
IVY FUND,
on behalf of Ivy Emerging Growth Fund
By: /s/ MICHAEL C. LANDRY
TITLE: President
MACKENZIE INVESTMENT MANAGEMENT INC.
By: /s/ MICHAEL C. LANDRY
TITLE: President
<PAGE>
ANNEX 1
FUND ACCOUNTING SERVICES AGREEMENT
FEE SCHEDULE
Ivy Emerging Growth Fund
<PAGE>
IVY FUND
FUND ACCOUNTING SERVICES AGREEMENT SUPPLEMENT
Ivy Growth Fund
AGREEMENT made as of the 25th day of January, 1993, by and between Ivy
Fund (the "Fund") and Mackenzie Investment Management Inc. (the "Agent").
WHEREAS, the Fund is an open-end investment company, organized as a
Massachusetts business trust, and consists of such separate investment
portfolios as have been or may be established and designated by the Trustees of
the Fund from time to time;
WHEREAS, a separate class of shares of the Fund is offered to investors
with respect to each investment portfolio;
WHEREAS, the Fund has adopted a Master Fund Accounting Services
Agreement ("Master Agreement") dated January 25, 1993, pursuant to which the
Fund has appointed the Agent to provide the fund accounting services specified
in that Master Agreement; and
WHEREAS, Ivy Growth Fund (the "Portfolio") is a separate investment
portfolio of the Fund.
NOW, THEREFORE, the Trustees of the Fund hereby take the following
actions, subject to the conditions set forth:
1. As provided for in the Master Agreement, the Fund hereby adopts the
Master Agreement with respect to the Portfolio, and the Manager hereby
acknowledges that the Master Agreement shall pertain to the Portfolio, the terms
and conditions of such Master Agreement being hereby incorporated herein by
reference.
2. The term "Portfolio" as used in the Master Agreement shall, for
purposes of this Supplement, pertain to the Portfolio.
3. As provided in the Master Agreement and subject to further
conditions as set forth therein, the Portfolio shall pay the Agent a monthly fee
based upon the rate(s) set forth in the Fee Schedule attached hereto as Annex 1.
4. This Supplement and the Master Agreement (together, the "Agreement")
shall become effective with respect to the Portfolio as of the date specified
above and unless sooner terminated as hereinafter provided, the Agreement shall
remain in effect with respect to the Portfolio for a period of more than one (1)
year from such date only so long as the continuance is specifically approved at
least annually by the Fund's Board of Trustees, including the vote or written
consent of a majority of the Fund's Independent Trustees. This Agreement may be
terminated with respect to the Portfolio, without payment of any penalty, by the
Portfolio upon at least ninety (90) days' prior written notice to the Agent or
by the Agent upon at least ninety (90) days' prior written notice to the
Portfolio; provided, that in the case of termination by the Portfolio, such
action shall have been authorized by the Fund's Board of Trustees, including the
vote or written consent of a majority of the Fund's Independent Trustees.
IVY FUND,
on behalf of Ivy Growth Fund
By: /s/ MICHAEL C. LANDRY
TITLE: President
MACKENZIE INVESTMENT MANAGEMENT INC.
By: /s/ MICHAEL C. LANDRY
TITLE: President
<PAGE>
ANNEX 1
FUND ACCOUNTING SERVICES AGREEMENT
FEE SCHEDULE
Ivy Growth Fund
<PAGE>
IVY FUND
FUND ACCOUNTING SERVICES AGREEMENT SUPPLEMENT
Ivy Money Market Fund
AGREEMENT made as of the 25th day of January, 1993, by and between Ivy
Fund (the "Fund") and Mackenzie Investment Management Inc. (the "Agent").
WHEREAS, the Fund is an open-end investment company, organized as a
Massachusetts business trust, and consists of such separate investment
portfolios as have been or may be established and designated by the Trustees of
the Fund from time to time;
WHEREAS, a separate class of shares of the Fund is offered to investors
with respect to each investment portfolio;
WHEREAS, the Fund has adopted a Master Fund Accounting Services
Agreement ("Master Agreement") dated January 25, 1993, pursuant to which the
Fund has appointed the Agent to provide the fund accounting services specified
in that Master Agreement; and
WHEREAS, Ivy Money Market Fund (the "Portfolio") is a separate
investment portfolio of the Fund.
NOW, THEREFORE, the Trustees of the Fund hereby take the following
actions, subject to the conditions set forth:
1. As provided for in the Master Agreement, the Fund hereby adopts the
Master Agreement with respect to the Portfolio, and the Manager hereby
acknowledges that the Master Agreement shall pertain to the Portfolio, the terms
and conditions of such Master Agreement being hereby incorporated herein by
reference.
2. The term "Portfolio" as used in the Master Agreement shall, for
purposes of this Supplement, pertain to the Portfolio.
3. As provided in the Master Agreement and subject to further
conditions as set forth therein, the Portfolio shall pay the Agent a monthly fee
based upon the rate(s) set forth in the Fee Schedule attached hereto as Annex 1.
4. This Supplement and the Master Agreement (together, the "Agreement")
shall become effective with respect to the Portfolio as of the date specified
above and unless sooner terminated as hereinafter provided, the Agreement shall
remain in effect with respect to the Portfolio for a period of more than one (1)
year from such date only so long as the continuance is specifically approved at
least annually by the Fund's Board of Trustees, including the vote or written
consent of a majority of the Fund's Independent Trustees. This Agreement may be
terminated with respect to the Portfolio, without payment of any penalty, by the
Portfolio upon at least ninety (90) days' prior written notice to the Agent or
by the Agent upon at least ninety (90) days' prior written notice to the
Portfolio; provided, that in the case of termination by the Portfolio, such
action shall have been authorized by the Fund's Board of Trustees, including the
vote or written consent of a majority of the Fund's Independent Trustees.
IVY FUND,
on behalf of Ivy Money Market Fund
By: /s/ MICHAEL C. LANDRY
TITLE: President
MACKENZIE INVESTMENT MANAGEMENT INC.
By: /s/ MICHAEL C. LANDRY
TITLE: President
<PAGE>
ANNEX 1
FUND ACCOUNTING SERVICES AGREEMENT
FEE SCHEDULE
Ivy Money Market Fund 0.10% of daily average net assets
IVY FUND
FUND ACCOUNTING SERVICES AGREEMENT SUPPLEMENT
Ivy Growth with Income Fund
AGREEMENT made as of the 22nd day of March, 1993, by and between Ivy
Fund (the "Fund") and Mackenzie Investment Management Inc. (the "Agent").
WHEREAS, the Fund is an open-end investment company, organized as a
Massachusetts business trust, and consists of such separate investment
portfolios as have been or may be established and designated by the Trustees of
the Fund from time to time;
WHEREAS, a separate class of shares of the Fund is offered to investors
with respect to each investment portfolio;
WHEREAS, the Fund has adopted a Master Fund Accounting Services
Agreement ("Master Agreement") dated January 25, 1993, pursuant to which the
Fund has appointed the Agent to provide the fund accounting services specified
in that Master Agreement; and
WHEREAS, Ivy Growth with Income Fund (the "Portfolio") is a separate
investment portfolio of the Fund.
NOW, THEREFORE, the Trustees of the Fund hereby take the following
actions, subject to the conditions set forth:
1. As provided for in the Master Agreement, the Fund hereby adopts the
Master Agreement with respect to the Portfolio, and the Manager hereby
acknowledges that the Master Agreement shall pertain to the Portfolio, the terms
and conditions of such Master Agreement being hereby incorporated herein by
reference.
2. The term "Portfolio" as used in the Master Agreement shall, for
purposes of this Supplement, pertain to the Portfolio.
3. As provided in the Master Agreement and subject to further
conditions as set forth therein, the Portfolio shall pay the Agent a monthly fee
based upon the rate(s) set forth in the Fee Schedule attached hereto as Annex 1.
4. This Supplement and the Master Agreement (together, the "Agreement")
shall become effective with respect to the Portfolio as of the date specified
above and unless sooner terminated as hereinafter provided, the Agreement shall
remain in effect with respect to the Portfolio for a period of more than one (1)
year from such date only so long as the continuance is specifically approved at
least annually by the Fund's Board of Trustees, including the vote or written
consent of a majority of the Fund's Independent Trustees. This Agreement may be
terminated with respect to the Portfolio, without payment of any penalty, by the
Portfolio upon at least ninety (90) days' prior written notice to the Agent or
by the Agent upon at least ninety (90) days' prior written notice to the
Portfolio; provided, that in the case of termination by the Portfolio, such
action shall have been authorized by the Fund's Board of Trustees, including the
vote or written consent of a majority of the Fund's Independent Trustees.
IVY FUND,
on behalf of Ivy Growth with Income Fund
By: /S/ C. WILLIAM FERRIS
TITLE: Secretary
MACKENZIE INVESTMENT MANAGEMENT INC.
By: /S/ C. WILLIAM FERRIS
TITLE: Secretary
<PAGE>
ANNEX 1
FUND ACCOUNTING SERVICES AGREEMENT
FEE SCHEDULE
BASED UPON ASSETS UNDER
MANAGEMENT (IN MILLIONS)
$0-$10 $10-$40 $40-$75 Over $75
------ ------- ------- --------
Ivy Growth
with Income Fund $1,250 $2,500 $5,000 $6,500
IVY FUND
FUND ACCOUNTING SERVICES AGREEMENT SUPPLEMENT
Ivy China Region Fund
AGREEMENT made as of the 23rd day of October 1993, by and
between Ivy Fund (the "Fund") and Mackenzie Investment Management Inc. (the
"Agent").
WHEREAS, the Fund is an open-end investment company, organized
as a Massachusetts business trust, and consists of such separate investment
portfolios as have been or may be established and designated by the Trustees of
the Fund from time to time;
WHEREAS, a separate class of share of the Fund is offered to
investors with respect to each investment portfolio;
WHEREAS, the Fund has adopted a Master Fund Accounting
Services Agreement ("Master Agreement") dated January 25, 1993, pursuant to
which the Fund has appointed the Agent to provide the fund account services
specified in that Master Agreement; and
WHEREAS, Ivy China Region Fund (the "Portfolio") is a separate
investment portfolio of the Fund.
NOW, THEREFORE, the Trustees of t he Fund hereby take the
following actions, subject to the conditions set forth:
1. As provided for in the Master Agreement, the Fund hereby
adopts the Master Agreement with respect to the Portfolio, and the Manager
hereby acknowledges that the Master Agreement shall pertain to the Portfolio,
the terms and conditions of such Master Agreement being hereby incorporated
herein by reference.
2. The term "Portfolio" as used in the Master Agreement
shall, for purposes of this Supplement, pertain to the Portfolio.
3. As provided in the Master Agreement and subject to further
conditions as set forth therein, the Portfolio shall pay the Agent a monthly fee
based upon the rate(s) set forth in the Fee Schedule attached hereto as Annex 1.
4. This Supplement and the Master Agreement (together, the
"Agreement") shall become effective with respect to the Portfolio as of the date
specified above and unless sooner terminated as hereinafter provided, the
Agreement shall remain in effect with respect to the Portfolio for a period of
more than one (1) year from such date only so long as the continuance is
specifically approved at least annually by the Fund's Board of Trustees,
including the vote or written consent of a majority of the Fund's Independent
Trustees. This Agreement may be terminated with respect to the Portfolio,
without payment of any penalty, by the Portfolio upon at leas ninety (90) days'
prior written notice to the Agent or by the Agent upon at least ninety (90)
days' prior written notice to the Portfolio; provided, that in the case of
termination by the Portfolio, such action shall have been authorized by the
Fund's Board of Trustees, including the vote or written consent of a majority of
the Fund's Independent Trustees.
IVY FUND,
on behalf of Ivy China Region Fund
By: /S/ C. WILLIAM FERRIS
TITLE: Secretary
MACKENZIE INVESTMENT MANAGEMENT INC.
By: /S/ C. WILLIAM FERRIS
TITLE: Secretary
TRANSFER AGENCY AND SHAREHOLDER
SERVICES AGREEMENT
Agreement made as of the 1st day of January, 1992, by Ivy Fund (the
"Trust") and Ivy Management Inc. ("Ivy Management").
WHEREAS, the Trust is an open-end investment company organized as a
Massachusetts business trust and consists of one or more separate investment
portfolios (the "Funds") as may be established and designated from time to time;
WHEREAS, the Trust desires transfer agency functions for the purpose of
recording the transfer, issuance and redemption of Shares and Funds,
transferring the Shares, disbursing dividends and other distributions to
shareholders of the Trust and performing such other services as further agreed
between the Trust and Ivy Management;
WHEREAS, the Trust desires certain shareholder services of Ivy
Management with respect to such Funds as further agreed between the Trust and
Ivy Management; and
NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties agree as follows:
1. Appointment. The Trust hereby appoints Ivy Management to provide the
transfer agency and shareholder services specified in this Agreement and any
schedules to this Agreement with regard to such Funds, currently consisting of
Ivy Growth Fund, Ivy Growth with Income Fund, Ivy International Fund and Ivy
Money Market Fund, and Ivy Management hereby accepts such appointment. If the
Board of Trustees, pursuant to the Agreement and Declaration of Trust hereafter
establish and designate a new Fund, Ivy Management agrees that it will act as
transfer agent with the terms set forth herein. The Trustees shall cause a
written notice to be sent to Ivy Management to the effect that it has
established a new Fund and that it appoints Ivy Management as transfer agent and
shareholder servicing agent for the new Fund. Such written notice must be
received by Ivy Management in a reasonable period of time prior to the
commencement of operations of the new Fund to allow Ivy Management, in the
ordinary cause of its business, to prepare to perform its duties for such new
Fund.
2. Compensation.
(a) The Trust will compensate Ivy Management for the
performance of its obligations hereunder in accordance with the fees set forth
in the written schedule of fees annexed hereto as Schedule A and incorporated
herein. Schedule A does not include out-of-pocket expenses of Ivy Management for
which the Trust will reimburse Ivy Management monthly.
Out-of-pocket disbursements shall include, but shall not be limited to, the
items specified in the written schedule of out-of-pocket charges annexed hereto
as Schedule B and incorporated herein. Schedule B may be modified by Ivy
Management upon not less than 60 days prior written notice to the Trust as
mutually agreed upon. Unspecified out-of-pocket expenses shall be limited to
those out-of-pocket expenses reasonably incurred by Ivy Management in the
performance of its obligations hereunder.
(b) Any compensation agreed to hereunder may be adjusted from
time to time by replacing Schedule A of this a\Agreement with a revised Fee
Schedule, dated and signed by a duly authorized officer of each party hereto.
3. Duties of Ivy Management.
(a) Ivy Management shall be responsible for administering
and/or performing transfer agent functions; for acting as service agent in
connection with dividend and distribution functions; and for providing certain
shareholder services. The operating standards and procedures to be followed
shall be determined from time to time by agreement between Ivy Management and
the Trust and shall be expressed in a written schedule of the duties of Ivy
Management annexed hereto as Schedule C and incorporated herein.
(b) In addition to the duties expressly set forth in Schedule
C to this Agreement, Ivy Management shall perform such other duties and
functions, and shall be paid such amounts therefor, as may from time to time be
agreed upon in writing between the Trust and Ivy Management. Such other duties
and functions shall be reflected in a written amendment to Schedule C, dated and
signed by a duly authorized officer of each party hereto. The compensation for
such other duties and functions shall be reflected in a written amendment to
Schedule A pursuant to paragraph 3(b) hereof.
(c) In rendering the services required under this Agreement,
Ivy Management may, at its expense, employ, consult or associate with itself
such person or persons as it believes necessary to assist it in carrying out its
obligation under this Agreement; provided that any such action shall not relive
Ivy Management of its responsibilities hereunder.
<PAGE>
(d) In the event that Ivy Management provides any services to
the Funds or pays or assumes any expenses of the Funds, which Ivy Management is
not obligated to provide, pay or assume under this Agreement, Ivy Management
shall not be obligated hereby to provide the same or any similar service to the
Funds or to pay or assume the same or any similar expenses of the Funds in the
future; provided, that nothing herein contained shall be deemed to relieve Ivy
Management of any obligations to the Funds under any separate agreement or
arrangement between the parties.
4. Documents. In connection with the appointment of Ivy Management (or
as soon as practicable thereafter), the Trust shall furnish Ivy Management with
the following documents:
(a) A copy of the resolution of the Trustees authorizing the execution and
delivery of this Agreement;
(b) A specimen of the certificate for Shares of each of the
Funds in the form approved by the Trustees;
(c) Specimens of all account application forms and other
documents relating to Shareholder accounts or to any plan, program or service
offered by the Trust;
(d) A list of Shareholders of the existing Funds with the
name, address and taxpayer identification number of each Shareholder, and the
number of Shares of the existing Funds held by each, certificate numbers and
denominations (if any certificates have been issued) and lists of any accounts
against which stop transfer orders have been placed, together with the reasons
therefor; and
(e) A signature card bearing the signatures of any officer of
the Trust or other Authorized Person who will sign Written Instructions.
5. Further Documentation. The Trust will also furnish from time to time
the following documents:
(a) Each resolution of the Trustees authorizing the original issuance of
Shares and the establishment and designation of any new Fund;
<PAGE>
(b) The Registration Statement of the Trust and all
pre-effective and post-effective amendments thereto filed with the Commission;
(c) A copy of each amendment to the Declaration of Trust
and the By-Laws of the Trust;
(d) Copies of each vote of the Trustees designating Authorized
Persons.
(e) Certificates as to any change in any officer or
Trustees of the Trust; and
(f) Such other certificates, documents or opinions as Ivy
Management reasonable deems to be appropriate or necessary for the proper
performance of its duties hereunder.
6. Records. All records required to be maintained and preserved by the
Funds pursuant to the provisions or rules or regulations of the Securities and
Exchange Commission ("SEC") under Section 31(a) of the Investment Company Act of
1940 (the "1940 Act") and maintained and preserved by Ivy Management on behalf
of the Funds, including any such records maintained by Ivy Management in
connection with the performance of its obligations hereunder, are the property
of the Funds and shall be surrendered by Ivy Management promptly on request by
the Funds; provided, that Ivy Management at its own expense may make and retain
copies of any such records.
7. Software and Related Materials. All computer programs, written
procedures, and similar items developed or acquired and used by Ivy Management
in performing its obligations under this Agreement shall be the property of Ivy
Management, and the Fund will not acquire any ownership interest therein or
property rights with respect thereto.
8. Services to Other Clients. Nothing herein contained shall limit the
freedom of Ivy Management or any affiliated person of Ivy Management to render
services of the types contemplated hereby to other persons, firms or
corporations, including but not limited to other investment companies, or to
engage in other business activities.
<PAGE>
9. Standard of Care. Ivy Management shall give the Fund the benefit of
Ivy Management's best judgment and efforts in rendering the Funds transfer
agency and shareholder services pursuant to paragraph 3 of this Agreement. As an
inducement to Ivy Management's undertaking to render these services, the Funds
agree that Ivy Management shall not be liable under this Agreement for any
mistake in judgment or in any other event whatsoever except for lack of good
faith, provided that nothing in this Agreement shall be deemed to protect or
purport to protect Ivy Management against any liability to the Funds or their
shareholders to which Ivy Management would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of Ivy
Management's duties under this Agreement or by reason of Ivy Management's
reckless disregard of its obligations and duties hereunder.
10. Reliance by Ivy Management; Instructions.
(a) Ivy Management will be protected in acting upon Written or
Oral Instructions reasonable believed to have been executed or orally
communicated by an Authorized Person and will not be held to have any notice of
any change of authority of any person until receipt of a Written Instruction
thereof from the Trust. Ivy Management will also be protected in processing
Share Certificates which it reasonable believes to bear the proper manual or
facsimile signatures of a duly authorized officer of the Trust and if it bears
the proper countersignature of Ivy Management.
(b) At any time Ivy Management may apply to any Authorized
Person of the Trust for Written Instructions and may seek advice from legal
counsel for the Trust, or its own legal counsel, with respect to any matter
arising in connection with this Agreement, and it shall not be liable for any
action taken or not taken or suffered by it in good faith in accordance with
such Written Instructions or in accordance with the opinion of counsel for the
Trust. Written Instructions requested by Ivy Management will be provided by the
Trust within a reasonable period of time. In addition, Ivy Management, its
officers, agent or employees, shall accept Oral Instructions or Written
Instructions given to them by any person representing or acting on behalf of the
Trust only if said representative is known by Ivy Management, or its officers,
agents or employees, to be an Authorized Person. Ivy Management shall have no
duty or obligation to in quire into, nor shall Ivy Management be responsible
for, the legality of any act done by it in reasonable reliance upon the request
or direction of an Authorized Person.
<PAGE>
(c) Notwithstanding any of the foregoing provisions of this
Agreement, Ivy Management shall be under no duty or obligation to inquire into,
and shall not be liable for: (i) the legality of the issuance or sale of any
Shares or the sufficiency of the amount to be received therefor; (ii) the
legality of the redemption of any Shares, or the propriety of the amount to be
paid therefor; (iii) the legality of the declaration of any dividend by the
Trustees, or the legality of the issuance of any Shares in payment of any
dividend; or (iv) the legality of any recapitalization or readjustment of the
Shares.
11. Indemnification. The Trust will indemnify Ivy Management against
and hold it harmless from any and all losses, claims, damages, liabilities or
expenses resulting from any claim, demand, action or suit not resulting form the
bad faith or negligence of Ivy Management or its agents or subcontractors, and
arising out of, or in connection with, its duties on behalf of the Trust
hereunder. Except for any losses, claims, damages, liabilities or expenses
resulting from the willful misfeasance, bad faith or gross negligence of Ivy
Management or its agents or subcontractors, the Trust will indemnify Ivy
Management against and hold it harmless from any and all losses, claims,
damages, liabilities or expenses resulting from any claim, demand, action or
suit as a result of: (i) any action taken in accordance with Written or Oral
Instructions, or any other instructions, or share certificates reasonably
believed by Ivy Management to be genuine and to be signed, countersigned or
executed, or orally communicated by an Authorized Person; (ii) any action taken
in accordance with written or oral advice reasonable believed by Ivy Management
to have been given by counsel for the Trust; or (iii) any action taken as a
result of any error or omission caused by the Trust or any of its authorized
agents in any record (including but not limited to magnetic tapes, computer
printouts, hard copies and microfilm copies ) delivered, or caused to be
delivered by the Trust to Ivy Management in connection with this Agreement
provided that said information was not contingent on transfer agent records.
<PAGE>
In any case in which the Trust may be asked to indemnify or hold Ivy
Management harmless, the Trust shall be advised of all pertinent facts
concerning the situation in question and Ivy Management will use reasonable care
to identify and notify the Trust promptly concerning any situation which
presents or appears likely to present a claim for indemnification against the
Trust. The Trust shall have the option to defend Ivy Management against any
claim which may be the subject of this indemnification, and, in the event that
the Trust so elects, such defense shall be conducted by counsel chosen by the
Trust and satisfactory to Ivy Management, and thereupon the Trust shall take
over complete defense of the claim and Ivy Management shall sustain no further
legal or other expenses in such situation for which it seeks indemnification
under this paragraph 11. Ivy Management will not confess any claim or make any
compromise in any case in which the Trust will be asked to provide
indemnification, except with the Trust's prior written consent. The obligations
of the parties hereto under this paragraph shall survive the termination of this
Agreement.
12. Amendment. This Agreement may not be amended or modified in any
manner except by a written agreement executed by both parties.
13. Assignment.
(a) Except as provided in Section 13(c) below, neither this
Agreement nor any rights or obligations hereunder may be assigned by either
party without the written consent of the other party.
(b) This Agreement shall inure to the benefit of an be binding
upon the parties and their respective permitted successors and assigns.
(c) Ivy Management may, with notice to and consent of the part
of the Trust, which consent shall not be unreasonably withheld, subcontract for
the performance of certain services under this Agreement to qualified service
providers, which shall be registered as transfer agents under Section 17A of the
Securities Exchange Act of 1934 if such registration is require; provided,
however, that Ivy Management shall be as fully responsible to the Trust for the
acts and omissions of any subcontractor as it is for its own acts and omissions.
<PAGE>
14. Termination of Agreement. This Agreement may be terminated with
respect to a Fund, without the payment of any penalty, by Ivy Management upon at
least ninety (90) days prior written notice to that Fund, or by the Fund upon at
least sixty (60) days prior written notice to Ivy Management; provided, that in
the case of termination by a Fund, such action shall have been authorized by the
Trust's Board of Trustees, including that vote or written consent of a majority
of the Trust's Independent Trustees. This Agreement shall automatically and
immediately terminate in the event of its assignment by Ivy Management, or Ivy
Management's assignment or transfer of any interest hereunder, without the prior
written consent of the Funds as provided in paragraph 13 hereof.
15. Interpretation and Definition of Terms. Any question or
interpretation of any term or provision of this Agreement having a counterpart
in or otherwise derived from a term or provision of the 1940 Act shall be
resolved by reference to such term or provision of the 1940 Act and to
interpretation thereof, if any. Specifically, the terms "interested persons,"
"assignment" and "affiliated person," as used in this Agreement, shall have the
meanings assigned to them by Section 2(a) of the 1940 Act. In addition, whenever
used in this Agreement, the following words and phases, unless the context
otherwise requires, shall have the following meaning.
(a) "Authorized Person" shall be deemed to include the
President, any Vice President, the Secretary or an Assistant Secretary, or the
Treasurer or an Assistant Treasurer of the Trust, or any other person, whether
or not such person is an officer or employee of the Trust, duly authorized to
give Oral Instructions or Written Instruction on behalf of the Trust.
(b) "Custodian" refers to the custodian and any sub-custodian
of all securities and other property which the Trust may from time to time
deposit, or cause to be deposited or held under the name or account of such
custodian;
(c) "Agreement and Declaration of Trust" shall mean the
Declaration of Trust of the Trust dated December 21, 1983 as the same may be
amended form time to time;
<PAGE>
(d) "Oral Instructions" shall mean instructions, other than
Written Instructions, actually received by Ivy Management from a person
reasonably believed by Ivy Management to be an Authorized Person;
(e) "Prospectus" shall mean the Trust's current prospectus and
statement of additional information relating to the registration of the Trust's
Shares under the Securities Act of 1933, as amended, and the 1940 Act;
(f) "Shares" refers to shares of beneficial interest of
each Fund of the Trust;
(g) "Shareholder" means a record owner of Shares; and
(h) "Written Instructions" shall mean a written communication
signed by a person reasonably believed by Ivy Management to be an Authorized
Person and actually received by Ivy Management.
16. Miscellaneous.
(a) This Agreement shall be construed in accordance with the
laws of the State of Florida, provided that nothing herein shall be construed in
a manner inconsistent with the 1940 Act.
(b) The captions in this Agreement are included for
convenience of reference only and in no way define to delineate any of the
provisions hereof to otherwise affect their construction or effect.
(c) The Trust's Agreement and Declaration of Trust has been
filed with the Secretary of State of the Commonwealth of Massachusetts. The
obligations of the Trust are not personally binding upon, nor shall resort be
had to the private property of any of the trustees, shareholders, officers,
employees or agents of the Trust, but only the Trust's property shall be bound.
(d) This Agreement may be executed by the parties hereto in
any number of counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
IVY FUND
By: /s/ MICHAEL G. LANDRY
Michael G. Landry
President
IVY MANAGEMENT INC.
By: /s/ MICHAEL G. LANDRY
Michael G. Landry
President
<PAGE>
Schedule A
<PAGE>
Schedule B
<PAGE>
Schedule C
DUTIES OF IVY MANAGEMENT
(See Exhibit 1 for Summary of Services)
1. Shareholder Information. Ivy Management shall maintain a record of
the number of Shares held by each holder of record which shall include their
addresses and taxpayer identification numbers and which shall indicate whether
such shares are held in certificated or uncertificated form.
2. Shareholder Services. Ivy Management shall at its expense provide
such of the following shareholder and shareholder-related services as are
required by the Funds or their shareholders:
(i) processing wire order purchase and redemption
requests transmitted or delivered to Ivy Management's
(or Mackenzie Investment Management Inc.'s ("MIMI"))
office;
(ii) coordinating and monitoring purchase, redemption and
transfer requests transmitted by dealers to Ivy
Management (or MIMI) through the facilities of the
National Securities Clearing Corporation;
(iii) responding to written, telephonic and in-person
inquiries from existing shareholders requesting
information regarding matters such as shareholder
account or transaction status, the net asset value of
a Fund's shares, a Fund's performance, a Fund's
services and options, a Fund's investment policies
and portfolio holdings, and a Fund's distributions
and the taxation thereof;
(iv) resolving shareholder account problems that are
identified by either shareholders or brokers;
(v) dealing with shareholder complaints and other
correspondence directed to or brought to the
attention of Ivy Management (or MIMI);
<PAGE>
(vi) generating or developing and distributing special
data, notices, reports, programs and literature
required by large shareholders, by shareholders with
specialized informational needs, or by shareholders
generally in light of developments such as changes in
tax or securities laws; and
(vii) providing executive, clerical and secretarial
personnel competent to carry out the above
responsibilities.
3. State Registration Reports. Ivy Management shall furnish the Trust
on a state-by-state basis, sales reports, such periodic and special reports as
the Trust my reasonably request, and such other information, including
Shareholder lists and statistical information concerning accounts, as may be
agreed upon from time to time between the Trust and Ivy Management.
Additionally, state-by-state sales information shall be supplied in a manner and
form which will support the existing blue sky system owned by the Trust.
4. Share Certificates.
(a) At the expense of the Trust, Ivy Management shall maintain
an adequate supply of blank share certificates for each Fund to meet Ivy
Management's requirements therefor. Such share certificates shall be properly
signed by facsimile. The Trust agrees that, notwithstanding the death,
resignation, or removal of any officer of the Trust whose signature appears on
such certificates, Ivy Management may continue to countersign certificates which
bear such signatures until otherwise directed by the Trust.
(b) Ivy Management shall issue replacement share certificates
in lieu of certificates which have been lost, stolen or destroyed without any
further action by the Board of Trustees or any officer of the Trust, upon
receipt by Ivy Management of properly executed affidavits and lost certificate
bonds, in form satisfactory to Ivy Management, with the Trust and Ivy Management
as obligees under the bond.
<PAGE>
(c) Ivy Management shall also maintain a record of each
certificate issued, the number of Shares represented thereby and the holder of
record. With respect to shares held in open accounts or uncertificated form,
i.e., no certificate being issued with respect thereto, Ivy Management shall
maintain comparable records of the record holders thereof, including their
names, addresses and taxpayer identification numbers. Ivy Management shall
further maintain a stop transfer record on lost and/or replaced certificates.
5. Mailing Communications to Shareholders: Proxy Materials. Ivy
Management will address and mail to Shareholders of the Trust, all reports to
Shareholders, dividend and distribution notices and proxy material for the
Trust's meetings of Shareholders. In connection with meetings of Shareholders,
Ivy Management will prepare Shareholder lists, mail and certify as to the
mailing of proxy materials, process and tabulate returned proxy cards, report on
proxies voted prior to meetings, act as inspector of election at meetings and
certify Shares voted at meetings.
6. Sales of Shares.
(a) Processing of Investment Checks or Other Investments. Upon
receipt of any check or other instrument drawn or endorsed to it as agent for,
or identified as being for the account of the Trust, or drawn or endorsed to the
Trust or Mackenzie Investment Management Inc. as the distributor of the Trust's
Shares for the purchase of Shares, Ivy Management shall stamp the check with the
date of receipt, shall forthwith process the same for collection and, shall
record the number of Shares sold, the trade date and price per Share, and the
amount of money to be delivered to the Custodian for the sale of such Shares.
(b) Issuance of Shares. Upon receipt of notification that the
Custodian has received the amount of money specified in the immediately
preceding paragraph, Ivy Management shall issue to and hold in the account of
the purchases/shareholder, or if no account is specified therein, in a new
account established in the name of the purchases, the number of Shares such
purchaser is entitled to receive, as determined in accordance with applicable
laws or regulations.
<PAGE>
(c) Confirmation. Ivy Management shall send to the
purchaser/shareholder a confirmation of each purchase which will show the new
share balance, the Shares held under a particular plan, if any, for withdrawing
investments, the amount invested and the price paid for the newly purchased
Shares, or will be in such other form as the Trust and Ivy Management may agree
from time to time.
(d) Suspension of Sale of Shares. Ivy Management shall not be
required to issue any Shares of the Trust where it has received a Written
Instruction from the Trust or written notice from any appropriate Federal or
state authority that the sale of the Shares of the Trust has been suspended or
discontinued, and Ivy Management shall be entitled to rely upon such Written
Instructions or written notification.
(e) Taxes in Connection with Issuance of Shares. Upon the
issuance of any Shares in accordance with the foregoing provisions of this
paragraph, Ivy Management shall not be responsible for the payment of any
original issue or other taxes required to be paid in connection with such
issuance.
(f) Returned Checks. In the event that any check or other
order for the payment of money is returned unpaid for any reason, Ivy Management
will: (i) give prompt notice of such return to the Trust or its designee; (ii)
place a stop transfer order against all Shares issued as a result of such check
or order; and (iii) take such actions as Ivy Management may from time to time
deem appropriate.
7. Redemptions.
(a) Requirements for Transfer or Redemption of Shares. Ivy
Management shall process all requests from shareholders to transfer or redeem
Shares in accordance with the procedures set forth in the Trust's Prospectus or
as authorized by the Trust pursuant to Written Instructions, including, but not
limited to, all requests from shareholders to redeem Shares of each Fund and all
determinations of the number of Shares required to be redeemed to fund
designated monthly payments, automatic payments or any other such distribution
or withdrawal plan.
<PAGE>
Ivy Management will transfer or redeem Shares upon receipt of
Written Instructions and Share certificates, if any, properly endorsed for
transfer or redemption, accompanied by such documents as Ivy Management
reasonably may deem necessary to evidence the authority of the person making
such transfer or redemption, and bearing satisfactory evidence of the payment of
stock transfer taxes, if any.
Ivy Management reserves the right to refuse to transfer or redeem Shares
until it is satisfied that the endorsement on the instructions is valid and
genuine, and for that purpose it will require a guarantee of signature by a
guarantor meeting eligibility standards as may be adopted by Ivy Management from
time to time in accordance with applicable law. Ivy Management also reserves the
right to refuse to transfer or redeem Shares until it is satisfied that the
requested transfer or redemption is legally authorized, and it shall incur no
liability for the refusal, in good faith, to make transfers or redemptions which
Ivy Management, in its good judgment, deems improper or unauthorized, or until
it is reasonably satisfied that there is no basis to any claims adverse to such
transfer or redemption.
Ivy Management may, in effecting transactions, rely upon the provisions of
the Uniform Act for the Simplification of Fiduciary Security Transfers or the
provisions of Article 8 of the Uniform Commercial Code, as the same may be
amended from time to time in the Commonwealth of Massachusetts, which in the
opinion of legal counsel for the Trust or of its own legal counsel protect it in
not requiring certain documents in connection with the transfer or redemption of
Shares. The Trust may authorize Ivy Management to waive the signature guarantee
in certain cases by Written Instructions.
(b) Notice to Custodian and Trust. When Shares are redeemed,
Ivy Management shall, upon receipt of the instructions and documents in proper
form, deliver to the Custodian and the Trust a notification setting forth the
applicable Fund and the number of Shares to be redeemed. Such redemptions shall
be reflected on appropriate accounts maintained by Ivy Management reflecting
outstanding Shares of the Trust and Shares attributed to individual accounts
and, if applicable, any individual withdrawal or distribution plan.
<PAGE>
(c) Payment of Redemption Proceeds. Ivy Management shall, upon
receipt of the moneys paid to it by the Custodian for the redemption of Shares,
pay to the shareholder, or his authorized agent or legal representative, such
moneys as are received from the Custodian, all in accordance with the redemption
procedures described in the Trust's Prospectus. The Trust shall indemnify Ivy
Management for any payment of redemption proceeds or refusal to make such
payment if the payment or refusal to pay is in accordance with said written
procedures.
Ivy Management shall not process or effect any redemptions pursuant to a
plan of distribution or redemption or in accordance with any other shareholder
request upon the receipt by Ivy Management of notification of the suspension of
the determination of the Trust's net asset value.
8. Dividends.
(a) Notice to Ivy Management and custodian. Upon the
declaration of each dividend and/or distribution by the Trust with respect to
Shares of a Fund, the Trust shall notify Ivy Management, with respect to Shares
of such Fund, of (i) the date of the declaration of such dividend or
distribution, (ii) the ex-dividend date, (iii) the date of payment thereof, (iv)
the record date as of which shareholders entitled to payment shall be
determined, (v) the amount payable per Share to the shareholders of record as of
that date, (vi) the total amount payable to Ivy Management on the payment date
and (vii) whether such dividend or distribution is to be paid in Shares of such
class at net asset value.
On or before the payment date, the Trust will direct the Custodian of the
Trust to pay to Ivy Management sufficient cash to make payment of the dividend
and/or distribution to the shareholders or record as of such payment date.
<PAGE>
(b) Payment of Dividends by Ivy Management. Unless otherwise
elected by a shareholder, Ivy Management will, on the designated payment date,
automatically reinvest all dividends in additional Shares at net asset value
(determined on dividend reinvestment calculation date established by the Trust),
and mail to each shareholder at his address of record, or such other address as
the shareholder may have designated, a statement showing the number of full and
fractional Shares (rounded to three decimal places) then currently owned by the
shareholder and the net asset value of the Shares so credited to the
shareholder's account. All other dividends shall be paid in cash, by check, to
shareholders or their designers.
(c) Insufficient Funds for Payments. If Ivy Management does
not receive sufficient cash from the Custodian to make total dividend and/or
distribution payments to all shareholders of a Fund of the Trust as of the
record date, Ivy Management will, upon notifying the Trust, withhold payment to
all shareholders of record as of the record date until such sufficient cash is
provided to Ivy Management.
(d) Information Returns. It is understood that Ivy Management
shall file such appropriate information returns concerning the payment of
dividends, return of capital and capital gain distributions with the proper
Federal, state and local authorities as are required by law to be filed and
shall be responsible for the withholding of taxes, if any, due on such dividends
or distributions to Shareholders when required to withhold taxes under
applicable law.
<PAGE>
EXHIBIT 1
(to Schedule C)
Summary of Services
The services to be performed by Ivy Management shall be as follows:
A. DAILY RECORDS
Maintain daily on disc the following information with respect
to each shareholder account as received:
- Name and Address (Zip Code)
- Balance of Shares held by Ivy Management
- State of residence code
- Beneficial owner code: i.e. male, female,
joint tenant, etc.
- Dividend code (reinvestment)
- Number of Shares held in certificate form
- Telephone number
- Tax information (certified tax information number,
any back-up withholding)
B. OTHER DAILY ACTIVITY
- Answer written inquiries received by Ivy Management
relating to shareholder accounts (matters relating to
portfolio management, distribution of Shares and
other management policy questions will be referred to
Trust).
- Furnish a Statement of Additional Information to any
shareholder who requests (in writing or by telephone)
such statement from Ivy Management.
- Examine and process Share purchase applications in
accordance with the Prospectus.
- Furnish Forms W-9 and W-8 to all shareholders whose
initial subscriptions for Shares did not include
taxpayer identification numbers.
- Process additional payments into established
shareholder accounts in accordance with
the Prospectus.
- Upon receipt of proper instructions and all required
documentation, process requests for redemption of
Shares.
- Accounting for the Trust's front-end sales
commissions and brokers' commissions.
- Identify redemption requests made with respect to
accounts in which Shares have been purchased within
an agreed-upon period of time for determining whether
good funds have been collected with respect to such
purchase and process as agreed by Ivy Management and
the Trust.
- Examine and process all transfers of Shares, ensuring
that all transfer requirements and legal documents
have been supplied.
- Issue and mail replacement checks.
C. REPORTS PROVIDED TO THE TRUST
Furnish the following reports to the Trust:
- Daily financial totals
- Monthly Form N-SAR information (sales/redemptions)
- Monthly report of outstanding Shares
- Monthly analysis of accounts by beneficial owner code
- Monthly analysis of accounts by share range
<PAGE>
D. DIVIDEND ACTIVITY
- Calculate and process Share dividends and
distributions as instructed by the Trust.
- Compute, prepare and mail all necessary reports to
shareholders, federal and/or state authorities as
requested by the Trust.
E. MEETINGS OF SHAREHOLDERS
- Cause to be mailed proxy and related material for all
meetings of shareholders. Tabulate returned proxies
(proxies must be adaptable to mechanical equipment of
Ivy Management or its agents) and supply daily
reports when proxies are being solicited.
- Prepare and submit to the Trust an Affidavit of
Mailing.
- At the time of the meeting, furnish a certified list
of shareholders, hard copy, microfilm and/or
microfiche, if requested by the Trust.
F. PERIODIC ACTIVITIES
- Cause to be mailed reports, Prospectuses, and any
other enclosures requested by the Trust (material
must be adaptable to mechanical equipment of Ivy
Management or its agents).
IVY FUND
ADDENDUM TO
TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT
The AGREEMENT, made as of the 1st day of January, 1992, between Ivy
Fund (the "Trust") and Ivy Management Inc. ("Ivy Management") is hereby amended
as set forth in this Addendum.
WHEREAS, the Board of Trustees of the Trust by unanimous written
consent dated as of September 31, 1993, approved an Assignment Agreement,
pursuant to which Ivy Management assigned all of its interest in the AGREEMENT
to Mackenzie Ivy Investor Services Corp., and appointed Mackenzie Ivy Investor
Services Corp. to serve as the Trust's transfer agent and shareholder services
agent;
NOW THEREFOR, in consideration of the mutual promises and covenants
contained in this Addendum, it is agreed between the parties hereto that all
references to "Ivy Management" as transfer agent and shareholder services agent
in the AGREEMENT shall now be references to "Mackenzie Ivy Investor Services
Corp."
This Addendum shall in no way be construed to modify the rights and
obligations of either party under the AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed as of the date indicated.
IVY FUND
Date: October 1, 1993 By: /S/ MICHAEL G. LANDRY
---------------------
Michael G. Landry, President
MACKENZIE IVY INVESTOR SERVICES CORP.
Date: October 1, 1993 By: /S/ KEITH J. CARLSON
--------------------
Keith J. Carlson, President
ASSIGNMENT AGREEMENT
AGREEMENT, made as of the 1st day of October, 1993, between Mackenzie
Ivy Investor Services Corp., a Florida corporation; Ivy Fund, a Massachusetts
business trust ("Trust"); and Ivy Management Inc., a Massachusetts corporation.
WHEREAS, the Trust is registered with the Securities and Exchange
Commission as an open-end management investment company under the Investment
Company Act of 1940, as amended ("Act"); and
WHEREAS, the Trust consists of several portfolios or "Series"; and
WHEREAS, the Trust and Ivy Management Inc. entered into a Transfer Agency
and Shareholder Services Agreement on January 1, 1992, under which Ivy
Management Inc. serves as transfer agent and shareholder services agent for the
Series of the Trust; and
WHEREAS, Ivy Management Inc. desires that its interest in the Transfer
Agency and Shareholder Services Agreement be assigned to Mackenzie Ivy Investor
Services Corp. and Mackenzie Ivy Investor Services Corp. desires to assume Ivy
Management Inc.'s interest under the terms of the Transfer Agency and
Shareholder Services Agreement; and
WHEREAS, Ivy Management Inc. and the Trust agree to the terms of this
assignment.
NOW, THEREFORE, it is agreed as follows:
1. Assignment. Effective as of October 1, 1993, Ivy Management Inc. hereby
assigns to Mackenzie Ivy Investor Services Corp. all of its interest in the
Transfer Agency and Shareholder Services Agreement, dated January 1, 1992, to
which it is a party with the Trust.
2. Performance of Duties. Mackenzie Ivy Investor
Services Corp. hereby assumes and agrees to perform
all of Ivy Management Inc.'s duties and obligations
under the Transfer Agency and Shareholder Services
Agreement and to be subject to all of the terms and
conditions of said Agreement as if they applied to
Mackenzie Ivy Investor Services Corp., and Mackenzie
Ivy Investor Services Corp. shall indemnify and hold
harmless Ivy Management Inc. from any claim or demand
made thereunder arising or incurred after the
effective date designated above.
3. Consent. The Trust and Ivy Management Inc. hereby consent to this
assignment by Ivy Management Inc. of its rights under the Transfer
Agency and Shareholder Services Agreement to Mackenzie Ivy Investor Services
Corp. and the assumption by Mackenzie Ivy Investor Services Corp. of Ivy
Management Inc.'s interest in such Agreement and the duties and obligations
thereunder, and agree, subject to the terms and conditions of said Agreement, to
look to Mackenzie Ivy Investor Services Corp. for the performance of the
transfer agent's and shareholder services agent's duties and obligations under
said Agreement in return for the consideration provided for in said Agreement.
4. Limitation of Liability of Trustees, Officers, and
Shareholders. A copy of the Agreement and Declaration
of Trust of the Trust is on file with the Secretary
of State of the Commonwealth of Massachusetts, and
notice is hereby given that this instrument is
executed on behalf of the Trustees of the Trust as
Trustees and not individually and that the
obligations of this instrument are not binding upon
any of the Trustees, officers or shareholders of the
Trust, but are binding only upon the assets and
property of the Trust.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to
be executed by their duly authorized officers hereunto duly attested.
Attest:
/s/ C. WILLIAM FERRIS_______ By:_/S/ MICHAEL G. LANDRY______________
C. William Ferris, Secretary Michael G. Landry, President
Ivy Management Inc.
Date: October 1, 1993
Attest:
/s/ C. WILLIAM FERRIS_______ By:_/S/ MICHAEL G. LANDRY______________
C. William Ferris, Secretary Michael G. Landry, President
Ivy Fund
Date: October 1, 1993
Attest:
/s/ C. WILLIAM FERRIS_______ By:__/S/ KEITH J. CARLSON__________
C. William Ferris, Secretary Keith J. Carlson, President
Mackenzie Ivy Investor
Services Corp.
Date: October 1, 1993
IVY FUND
ADMINISTRATIVE SERVICES AGREEMENT SUPPLEMENT
Ivy Latin America Strategy Fund
AGREEMENT made as of the 29th day of October, 1994, by and between Ivy Fund
(the "Trust") and Mackenzie Investment Management Inc. ("MIMI").
WHEREAS, the Trust is an open-end investment company, organized as a
Massachusetts business trust, and consists of such separate investment
portfolios as have been or may be established and designated by the Trustees of
the Trust from time to time;
WHEREAS, a separate class of shares of the Trust is offered to
investors with respect to each investment portfolio;
WHEREAS, the Trust has adopted a Master Administrative Services
Agreement ("Master Services Agreement") dated September 1, 1992, pursuant to
which the Trust has appointed MIMI to provide the administrative services
specified in that Master Services Agreement; and
WHEREAS, Ivy Latin America Strategy Fund (the "Fund") is a separate
investment portfolio of the Trust.
NOW, THEREFORE, the Trustees of the Trust hereby take the following
actions, subject to the conditions set forth:
1. As provided for in the Master Services Agreement, the Trust hereby
adopts the Master Services Agreement with respect to the Fund, and MIMI hereby
acknowledges that the Master Services Agreement shall pertain to the Fund, the
terms and conditions of such Master Services Agreement being incorporated herein
by reference.
2. The term "Fund" as used in the Master Services Agreement shall, for
purposes of this Supplement, pertain to the Fund.
3. As provided in the Master Services Agreement and subject to further
conditions as set forth therein, the Fund shall pay MIMI a monthly fee on the
first business day of each month based upon the average daily value (as
determined on each business day at the time set forth in the Prospectus for
determining net asset value per share) of the net assets of the Fund during the
preceding month at the annual rate of 0.10%.
4. This Supplement and the Master Services Agreement (together, the
"Agreement") shall become effective with respect to the Fund as of the date
specified above and unless sooner terminated as hereinafter provided, the
Agreement shall remain in effect for a period of two years from that date.
Thereafter, the Agreement shall continue in effect with respect to the Fund from
year to year, provided such continuance with respect to the Fund is approved at
least annually by the Trust's Board of Trustees, including the vote or written
consent of a majority of the Trust's Independent Trustees. This Agreement may be
terminated with respect to the Fund at any time, without payment of any penalty,
by MIMI upon at least sixty (60) days' prior written notice to the Fund, or by
the Fund upon at least sixty (60) days' written notice to MIMI; provided, that
in case of termination by the Fund, such action shall have been authorized by
the Trust's Board of Trustees, including the vote or written consent of a
majority of the Trust's Independent Trustees.
IVY FUND, on behalf of
Ivy Latin America Strategy Fund
By: /S/ C. WILLIAM FERRIS
TITLE: Secretary
MACKENZIE INVESTMENT MANAGEMENT INC.
By: /S/ C. WILLIAM FERRIS
TITLE: Sr. Vice President
IVY FUND
ADMINISTRATIVE SERVICES AGREEMENT SUPPLEMENT
Ivy New Century Fund
AGREEMENT made as of the 29th day of October, 1994, by and between Ivy
Fund (the "Trust") and Mackenzie Investment Management Inc. ("MIMI").
WHEREAS, the Trust is an open-end investment company, organized as a
Massachusetts business trust, and consists of such separate investment
portfolios as have been or may be established and designated by the Trustees of
the Trust from time to time;
WHEREAS, a separate class of shares of the Trust is offered to
investors with respect to each investment portfolio;
WHEREAS, the Trust has adopted a Master Administrative Services
Agreement ("Master Services Agreement") dated September 1, 1992, pursuant to
which the Trust has appointed MIMI to provide the administrative services
specified in that Master Services Agreement; and
WHEREAS, Ivy New Century Fund (the "Fund") is a separate investment
portfolio of the Trust.
NOW, THEREFORE, the Trustees of the Trust hereby take the following
actions, subject to the conditions set forth:
1. As provided for in the Master Services Agreement, the Trust hereby
adopts the Master Services Agreement with respect to the Fund, and MIMI hereby
acknowledges that the Master Services Agreement shall pertain to the Fund, the
terms and conditions of such Master Services Agreement being incorporated herein
by reference.
2. The term "Fund" as used in the Master Services Agreement shall, for
purposes of this Supplement, pertain to the Fund.
3. As provided in the Master Services Agreement and subject to further
conditions as set forth therein, the Fund shall pay MIMI a monthly fee on the
first business day of each month based upon the average daily value (as
determined on each business day at the time set forth in the Prospectus for
determining net asset value per share) of the net assets of the Fund during the
preceding month at the annual rate of 0.10%.
4. This Supplement and the Master Services Agreement (together, the
"Agreement") shall become effective with respect to the Fund as of the date
specified above and unless sooner terminated as hereinafter provided, the
Agreement shall remain in effect for a period of two years from that date.
Thereafter, the Agreement shall continue in effect with respect to the Fund from
year to year, provided such continuance with respect to the Fund is approved at
least annually by the Trust's Board of Trustees, including the vote or written
consent of a majority of the Trust's Independent Trustees. This Agreement may be
terminated with respect to the Fund at any time, without payment of any penalty,
by MIMI upon at least sixty (60) days' prior written notice to the Fund, or by
the Fund upon at least sixty (60) days' written notice to MIMI; provided, that
in case of termination by the Fund, such action shall have been authorized by
the Trust's Board of Trustees, including the vote or written consent of a
majority of the Trust's Independent Trustees.
IVY FUND, on behalf of
Ivy New Century Fund
By: /S/ C. WILLIAM FERRIS
TITLE: Secretary
MACKENZIE INVESTMENT MANAGEMENT INC.
By: /S/ C. WILLIAM FERRIS
TITLE: Sr. Vice President
IVY FUND
FUND ACCOUNTING SERVICES AGREEMENT SUPPLEMENT
Ivy Latin America Strategy Fund
AGREEMENT made as of the 29th day of October, 1994, by and between Ivy
Fund (the "Fund") and Mackenzie Investment Management Inc. (the "Agent").
WHEREAS, the Fund is an open-end investment company, organized as a
Massachusetts business trust, and consists of such separate investment
portfolios as have been or may be established and designated by the Trustees of
the Fund from time to time;
WHEREAS, a separate class of shares of the Fund is offered to investors
with respect to each investment portfolio;
WHEREAS, the Fund has adopted a Master Fund Accounting Services
Agreement ("Master Agreement") dated January 25, 1993, pursuant to which the
Fund has appointed the Agent to provide the fund accounting services specified
in that Master Agreement; and
WHEREAS, Ivy Latin America Strategy Fund (the "Portfolio") is a
separate investment portfolio of the Fund.
NOW, THEREFORE, the Trustees of the Fund hereby take the following
actions, subject to the conditions set forth:
1. As provided for in the Master Agreement, the Fund hereby adopts the
Master Agreement with respect to the Portfolio, and the Manager hereby
acknowledges that the Master Agreement shall pertain to the Portfolio, the terms
and conditions of such Master Agreement being hereby incorporated herein by
reference.
2. The term "Portfolio" as used in the Master Agreement shall, for
purposes of this Supplement, pertain to the Portfolio.
3. As provided in the Master Agreement and subject to further
conditions as set forth therein, the Portfolio shall pay the Agent a monthly fee
based upon the rate(s) set forth in the Fee Schedule attached hereto as Annex 1.
4. This Supplement and the Master Agreement (together, the "Agreement")
shall become effective with respect to the Portfolio as of the date specified
above and unless sooner terminated as hereinafter provided, the Agreement shall
remain in effect with respect to the Portfolio for a period of more than one (1)
year from such date only so long as the continuance is specifically approved at
least annually by the Fund's Board of Trustees, including the vote or written
consent of a majority of the Fund's Independent Trustees. This Agreement may be
terminated with respect to the Portfolio, without payment of any penalty, by the
Portfolio upon at least ninety (90) days' prior written notice to the Agent or
by the Agent upon at least ninety (90) days' prior written notice to the
Portfolio; provided, that in the case of termination by the Portfolio, such
action shall have been authorized by the Fund's Board of Trustees, including the
vote or written consent of a majority of the Fund's Independent Trustees.
IVY FUND,
on behalf of Ivy Latin America Strategy Fund
By: /s/ C. WILLIAM FERRIS
TITLE:
MACKENZIE INVESTMENT MANAGEMENT INC.
By: /s/ C. WILLIAM FERRIS
TITLE: Sr. Vice President
<PAGE>
ANNEX 1
FUND ACCOUNTING SERVICES AGREEMENT
FEE SCHEDULE
BASED UPON ASSETS UNDER
MANAGEMENT (IN MILLIONS)
$0-$10 >$10-$40 >$40-$75 Over $75
------ ------- ------- --------
Ivy Latin America
Strategy Fund $1,250 $2,500 $5,000 $6,500
IVY FUND
FUND ACCOUNTING SERVICES AGREEMENT SUPPLEMENT
Ivy New Century Fund
AGREEMENT made as of the 29th day of October, 1994, by and between Ivy
Fund (the "Fund") and Mackenzie Investment Management Inc. (the "Agent").
WHEREAS, the Fund is an open-end investment company, organized as a
Massachusetts business trust, and consists of such separate investment
portfolios as have been or may be established and designated by the Trustees of
the Fund from time to time;
WHEREAS, a separate class of shares of the Fund is offered to investors
with respect to each investment portfolio;
WHEREAS, the Fund has adopted a Master Fund Accounting Services
Agreement ("Master Agreement") dated January 25, 1993, pursuant to which the
Fund has appointed the Agent to provide the fund accounting services specified
in that Master Agreement; and
WHEREAS, Ivy New Century Fund (the "Portfolio") is a separate
investment portfolio of the Fund.
NOW, THEREFORE, the Trustees of the Fund hereby take the following
actions, subject to the conditions set forth:
1. As provided for in the Master Agreement, the Fund hereby adopts the
Master Agreement with respect to the Portfolio, and the Manager hereby
acknowledges that the Master Agreement shall pertain to the Portfolio, the terms
and conditions of such Master Agreement being hereby incorporated herein by
reference.
2. The term "Portfolio" as used in the Master Agreement shall, for
purposes of this Supplement, pertain to the Portfolio.
3. As provided in the Master Agreement and subject to further
conditions as set forth therein, the Portfolio shall pay the Agent a monthly fee
based upon the rate(s) set forth in the Fee Schedule attached hereto as Annex 1.
4. This Supplement and the Master Agreement (together, the "Agreement")
shall become effective with respect to the Portfolio as of the date specified
above and unless sooner terminated as hereinafter provided, the Agreement shall
remain in effect with respect to the Portfolio for a period of more than one (1)
year from such date only so long as the continuance is specifically approved at
least annually by the Fund's Board of Trustees, including the vote or written
consent of a majority of the Fund's Independent Trustees. This Agreement may be
terminated with respect to the Portfolio, without payment of any penalty, by the
Portfolio upon at least ninety (90) days' prior written notice to the Agent or
by the Agent upon at least ninety (90) days' prior written notice to the
Portfolio; provided, that in the case of termination by the Portfolio, such
action shall have been authorized by the Fund's Board of Trustees, including the
vote or written consent of a majority of the Fund's Independent Trustees.
IVY FUND,
on behalf of Ivy New Century Fund
By: /s/ C. WILLIAM FERRIS
TITLE: Secretary
MACKENZIE INVESTMENT MANAGEMENT INC.
By: /S/ C. WILLIAM FERRIS
TITLE: Sr. Vice President
<PAGE>
ANNEX 1
FUND ACCOUNTING SERVICES AGREEMENT
FEE SCHEDULE
BASED UPON ASSETS UNDER
MANAGEMENT (IN MILLIONS)
$0-$10 >$10-$40 >$40-$75 Over $75
------ ------- ------- --------
Ivy New
Century Fund $1,250 $2,500 $5,000 $6,500
ADDENDUM TO TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT
IVY FUND
The Transfer Agency and Shareholder Services Agreement, made as of the
1st day of January, 1992, between Ivy Fund and Ivy Management Inc., is hereby
revised as set forth below in this Addendum.
Schedule A of the Agreement is revised in its entirety to read as
follows:
Schedule A
Ivy Management Fees
The transfer agency and shareholder service fees are based on an annual
per account fee. These fees are payable on a monthly basis at the rate of 1/12
of the annual fee and are charged with respect to all open accounts.
A. Per Account Fees
FUND ANNUAL FEE
Ivy Growth Fund $ 14.00
Ivy Growth with Income Fund 14.00
Ivy International Fund (Classes A and B) 14.00
Ivy International Fund (Class I) 4.25
Ivy Money Market Fund 16.00
Ivy Emerging Growth Fund 14.00
Ivy China Region Fund 14.00
Ivy Latin America Strategy Fund 14.00
Ivy New Century Fund (Classes A and B) 14.00
-----
In addition each Fund will pay a fee of $4.25 for each account that is
closed.
B. Special Services
Fees for activities of a non-recurring nature, such as preparation of
special reports, portfolio consolidations, or reorganization, and extraordinary
shipments will be subject to negotiation.
This Addendum shall take effect as of the effective date of the
Post-Effective Amendment to Ivy Fund's Registration Statement on Form N-1A under
the Securities Act of 1933 containing the Prospectus offering multiple classes
of shares of Ivy New Century Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed as of this 29th day of October, 1994.
IVY FUND
By: /s/ MICHAEL C. LANDRY
TITLE: President
IVY MANAGEMENT INC.
By: /s/ MICHAEL C. LANDRY
TITLE: President
ADMINISTRATIVE SERVICES AGREEMENT SUPPLEMENT
Ivy International Bond Fund
AGREEMENT made as of the 17th day of September, 1994, by and between
Ivy Fund (the "Trust") and Mackenzie Investment Management Inc. ("MIMI").
WHEREAS, the Trust is an open-end investment company, organized as a
Massachusetts business trust, and consists of such separate investment
portfolios as have been or may be established and designated by the Trustees of
the Trust from time to time;
WHEREAS, a separate class of shares of the Trust is offered to
investors with respect to each investment portfolio;
WHEREAS, the Trust has adopted a Master Administrative Services
Agreement ("Master Services Agreement") dated September 1, 1992, pursuant to
which the Trust has appointed MIMI to provide the administrative services
specified in that Master Services Agreement; and
WHEREAS, Ivy International Bond Fund (the "Fund") is a separate
investment portfolio of the Trust.
NOW, THEREFORE, the Trustees of the Trust hereby take the following
actions, subject to the conditions set forth:
1. As provided for in the Master Services Agreement, the Trust hereby
adopts the Master Services Agreement with respect to the Fund, and MIMI hereby
acknowledges that the Master Services Agreement shall pertain to the Fund, the
terms and conditions of such Master Services Agreement being incorporated herein
by reference.
2. The term "Fund" as used in the Master Services Agreement shall, for
purposes of this Supplement, pertain to the Fund.
3. As provided in the Master Services Agreement and subject to further
conditions as set forth therein, the Fund shall pay MIMI a monthly fee on the
first business day of each month based upon the average daily value (as
determined on each business day at the time set forth in the Prospectus for
determining net asset value per share) of the net assets of the Fund during the
preceding month at the annual rate of 0.10% on the Fund's Class A and B shares.
4. This Supplement and the Master Services Agreement (together, the
"Agreement") shall become effective with respect to the Fund as of the date
specified above and unless sooner terminated as hereinafter provided, the
Agreement shall remain in effect for a period of two years from that date.
Thereafter, the Agreement shall continue in effect with respect to the Fund from
year to year, provided such continuance with respect to the Fund is approved at
least annually by the Trust's Board of Trustees, including the vote or written
consent of a majority of the Trust's Independent Trustees. This Agreement may be
terminated with respect to the Fund at any time, without payment of any penalty,
by MIMI upon at least sixty (60) days' prior written notice to the Fund, or by
the Fund upon at least sixty (60) days' written notice to MIMI; provided, that
in case of termination by the Fund, such action shall have been authorized by
the Trust's Board of Trustees, including the vote or written consent of a
majority of the Trust's Independent Trustees.
IVY FUND, on behalf of
Ivy International Bond Fund
By: /s/ MICHAEL G. LANDRY
TITLE: President
MACKENZIE INVESTMENT MANAGEMENT INC.
By: /s/ MICHAEL G. LANDRY
TITLE: President
IVY FUND
FUND ACCOUNTING SERVICES AGREEMENT SUPPLEMENT
Ivy International Bond Fund
AGREEMENT made as of the 17th day of September, 1994, by and between
Ivy Fund (the "Fund") and Mackenzie Investment Management Inc. (the "Agent").
WHEREAS, the Fund is an open-end investment company, organized as a
Massachusetts business trust, and consists of such separate investment
portfolios as have been or may be established and designated by the Trustees of
the Fund from time to time;
WHEREAS, a separate class of shares of the Fund is offered to investors
with respect to each investment portfolio;
WHEREAS, the Fund has adopted a Master Fund Accounting Services
Agreement ("Master Agreement") dated January 25, 1993, pursuant to which the
Fund has appointed the Agent to provide the fund accounting services specified
in that Master Agreement; and
WHEREAS, Ivy International Bond Fund (the "Portfolio") is a separate
investment portfolio of the Fund.
NOW, THEREFORE, the Trustees of the Fund hereby take the following
actions, subject to the conditions set forth:
1. As provided for in the Master Agreement, the Fund hereby adopts the
Master Agreement with respect to the Portfolio, and the Manager hereby
acknowledges that the Master Agreement shall pertain to the Portfolio, the terms
and conditions of such Master Agreement being hereby incorporated herein by
reference.
2. The term "Portfolio" as used in the Master Agreement shall, for
purposes of this Supplement, pertain to the Portfolio.
3. As provided in the Master Agreement and subject to further
conditions as set forth therein, the Portfolio shall pay the Agent a monthly fee
based upon the rate(s) set forth in the Fee Schedule attached hereto as Annex 1.
4. This Supplement and the Master Agreement (together, the "Agreement")
shall become effective with respect to the Portfolio as of the date specified
above and unless sooner terminated as hereinafter provided, the Agreement shall
remain in effect with respect to the Portfolio for a period of more than one (1)
year from such date only so long as the continuance is specifically approved at
least annually by the Fund's Board of Trustees, including the vote or written
consent of a majority of the Fund's Independent Trustees. This Agreement may be
terminated with respect to the Portfolio, without payment of any penalty, by the
Portfolio upon at least ninety (90) days' prior written notice to the Agent or
by the Agent upon at least ninety (90) days' prior written notice to the
Portfolio; provided, that in the case of termination by the Portfolio, such
action shall have been authorized by the Fund's Board of Trustees, including the
vote or written consent of a majority of the Fund's Independent Trustees.
IVY FUND,
on behalf of Ivy International Bond Fund
By: /s/ MICHAEL G. LANDRY
TITLE: President
MACKENZIE INVESTMENT MANAGEMENT INC.
By: /s/ MICHAEL G. LANDRY
TITLE: President
<PAGE>
ANNEX 1
FUND ACCOUNTING SERVICES AGREEMENT
FEE SCHEDULE
BASED UPON ASSETS UNDER
MANAGEMENT (IN MILLIONS)
$0-$10 $10-$40 $40-$75 Over $75
------ ------- ------- --------
Ivy International
Bond Fund $1,250 $2,500 $5,000 $6,500
ADDENDUM TO TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT
IVY FUND
The Transfer Agency and Shareholder Services Agreement, made as of the
1st day of January, 1992, between Ivy Fund and Mackenzie Ivy Investor Services
Corp., is hereby revised as set forth below in this Addendum.
Schedule A of the Agreement is revised in its entirety to read as
follows:
Schedule A
Ivy Management Fees
The transfer agency and shareholder service fees are based on an annual
per account fee. These fees are payable on a monthly basis at the rate of 1/12
of the annual fee and are charged with respect to all open accounts.
A. Per Account Fees
FUND ANNUAL FEE
Ivy Growth Fund $ 14.00
Ivy Growth with Income Fund 14.00
Ivy International Fund (Classes A and B) 14.00
Ivy International Fund (Class I) 4.25
Ivy Money Market Fund 16.00
Ivy Emerging Growth Fund 14.00
Ivy China Region Fund 14.00
Ivy Latin America Strategy Fund (Classes A and B) 14.00
Ivy New Century Fund (Classes A and B) 14.00
Ivy International Bond Fund (Classes A and B) 14.00
-----
In addition each Fund will pay a fee of $4.25 for each account that is
closed.
B. Special Services
Fees for activities of a non-recurring nature, such as preparation of
special reports, portfolio consolidations, or reorganization, and extraordinary
shipments will be subject to negotiation.
This Addendum shall take effect as of the effective date each of the
Post-Effective Amendments to Ivy Fund's Registration Statement on Form N-1A
under the Securities Act of 1933 containing the Prospectus offering multiple
classes of shares of Ivy Latin America Strategy Fund, Ivy New Century Fund and
Ivy International Bond Fund.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed as of this day 17th of September, 1994.
IVY FUND
By: /s/ MICHAEL C. LANDRY
TITLE: President
IVY MANAGEMENT INC.
By: /s/ MICHAEL C. LANDRY
TITLE: President
ADDENDUM TO TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT
IVY FUND
The Transfer Agency and Shareholder Services Agreement, made as of the
1st day of January, 1992, between Ivy Fund and Mackenzie Ivy Investor Services
Corp., is hereby revised as set forth below in this Addendum.
Schedule A of the Agreement is revised in its entirety to read as
follows:
Schedule A
Ivy Management Fees
The transfer agency and shareholder service fees are based on an annual
per account fee. These fees are payable on a monthly basis at the rate of 1/12
of the annual fee and are charged with respect to all open accounts.
A. Per Account Fees
FUND ANNUAL FEE
Ivy Growth Fund $ 20.00
Ivy Growth with Income Fund 20.00
Ivy International Fund (Classes A and B) 20.00
Ivy International Fund (Class I) 4.25
Ivy Money Market Fund 22.00
Ivy Emerging Growth Fund 20.00
Ivy China Region Fund 20.00
Ivy Latin America Strategy Fund (Classes A and B) 20.00
Ivy New Century Fund (Classes A and B) 20.00
Ivy International Bond Fund (Classes A and B) 20.00
Ivy Bond Fund (Classes A and B) 20.00
Ivy Bond Fund (Class I) 4.25
Ivy Canada Fund (Classes A and B) 20.00
Ivy Global Fund (Classes A and B) 20.00
Ivy Short-Term U.S. Government Securities Fund
(Classes A and B) 20.00
Ivy Short-Term U.S. Government Securities Fund (Class I) 4.25
-------
In addition each Fund will pay a fee of $4.25 for each account that is
closed.
B. Special Services
Fees for activities of a non-recurring nature, such as preparation of
special reports, portfolio consolidations, or reorganization, and extraordinary
shipments will be subject to negotiation.
This Addendum shall take effect as of the effective date each of the
Post-Effective Amendments to Ivy Fund's Registration Statement on Form N-1A
under the Securities Act of 1933 containing the Prospectus offering multiple
classes of shares of Ivy Latin America Strategy Fund, Ivy New Century Fund and
Ivy International Bond Fund.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed as of this 31st day of December, 1994.
IVY FUND
By: /S/ MICHAEL G. LANDRY
Title: President
IVY MANAGEMENT INC.
By: /S/ MICHAEL G. LANDRY
Title: President
IVY FUND
ADMINISTRATIVE SERVICES AGREEMENT SUPPLEMENT
Ivy Bond Fund
Ivy Canada Fund
Ivy Global Fund
Ivy Short-Term U.S. Government Securities Fund
AGREEMENT made as of the 31st day of December, 1994, by and between
Ivy Fund (the "Trust") and Mackenzie Investment Management Inc. ("MIMI").
WHEREAS, the Trust is an open-end investment company, organized as a
Massachusetts business trust, and consists of such separate investment
portfolios as have been or may be established and designated by the Trustees of
the Trust from time to time;
WHEREAS, a separate class of shares of the Trust is offered to
investors with respect to each investment portfolio;
WHEREAS, the Trust has adopted a Master Administrative Services
Agreement ("Master Services Agreement") dated September 1, 1992, pursuant to
which the Trust has appointed MIMI to provide the administrative services
specified in that Master Services Agreement; and
WHEREAS, Ivy Bond Fund, Ivy Canada Fund, Ivy Global Fund and Ivy
Short-Term U.S. Government Securities Fund (the "Funds") are separate investment
portfolios of the Trust.
NOW, THEREFORE, the Trustees of the Trust hereby take the following
actions, subject to the conditions set forth:
1. As provided for in the Master Services Agreement, the Trust hereby
adopts the Master Services Agreement with respect to the Funds, and MIMI hereby
acknowledges that the Master Services Agreement shall pertain to the Funds, the
terms and conditions of such Master Services Agreement being incorporated herein
by reference.
2. The term "Funds" as used in the Master Services Agreement shall, for
purposes of this Supplement, pertain to the Funds.
3. As provided in the Master Services Agreement and subject to further
conditions as set forth therein, each class of each Fund shall pay MIMI a
monthly fee on the first business day of each month based upon the average daily
value (as determined on each business day at the time set forth in the
Prospectus for determining net asset value per share) of the net assets of the
Funds attributable to that Class during the preceding month at the annual rate,
with respect to Ivy Bond Fund's Class I Shares of .01%, and with respect to each
other class of each Fund, an annual rate of 0.10% on the Funds' Class A and B
shares.
4. This Supplement and the Master Services Agreement (together, the
"Agreement") shall become effective with respect to the Funds as of the date
specified above and unless sooner terminated as hereinafter provided, the
Agreement shall remain in effect for a period of two years from that date.
Thereafter, the Agreement shall continue in effect with respect to the Funds
from year to year, provided
<PAGE>
such continuance with respect to the Funds is approved at least annually by the
Trust's Board of Trustees, including the vote or written consent of a majority
of the Trust's Independent Trustees. This Agreement may be terminated with
respect to the Funds at any time, without payment of any penalty, by MIMI upon
at least sixty (60) days' prior written notice to the Funds, or by the Funds
upon at least sixty (60) days' written notice to MIMI; provided, that in case of
termination by the Funds, such action shall have been authorized by the Trust's
Board of Trustees, including the vote or written consent of a majority of the
Trust's Independent Trustees.
IVY FUND, on behalf of
Ivy Bond Fund, Ivy Canada Fund, Ivy Global Fund
and Ivy Short-Term
U.S. Government Securities Fund
By: /s/ MICHAEL C. LANDRY
TITLE: President
MACKENZIE INVESTMENT MANAGEMENT INC.
By: /s/ MICHAEL C. LANDRY
TITLE: President
IVY FUND
FUND ACCOUNTING SERVICES AGREEMENT SUPPLEMENT
Ivy Bond Fund
Ivy Canada Fund
Ivy Global Fund
Ivy Short-Term U.S. Government Securities Fund
AGREEMENT made as of the 31st day of December, 1994, by and between Ivy
Fund (the "Fund") and Mackenzie Investment Management Inc. (the "Agent").
WHEREAS, the Fund is an open-end investment company, organized as a
Massachusetts business trust, and consists of such separate investment
portfolios as have been or may be established and designated by the Trustees of
the Fund from time to time;
WHEREAS, a separate class of shares of the Fund is offered to investors
with respect to each investment portfolio;
WHEREAS, the Fund has adopted a Master Fund Accounting Services
Agreement ("Master Agreement") dated January 25, 1993, pursuant to which the
Fund has appointed the Agent to provide the fund accounting services specified
in that Master Agreement; and
WHEREAS, Ivy Bond Fund, Ivy Canada Fund, Ivy Global Fund and Ivy
Short-Term U.S. Government Securities Fund (the "Portfolios") are separate
investment portfolios of the Fund.
NOW, THEREFORE, the Trustees of the Fund hereby take the following
actions, subject to the conditions set forth:
1. As provided for in the Master Agreement, the Fund hereby adopts the
Master Agreement with respect to the Portfolios, and the Manager hereby
acknowledges that the Master Agreement shall pertain to the Portfolios, the
terms and conditions of such Master Agreement being hereby incorporated herein
by reference.
2. The term "Portfolios" as used in the Master Agreement shall, for
purposes of this Supplement, pertain to the Portfolios.
3. As provided in the Master Agreement and subject to further
conditions as set forth therein, the Portfolios shall pay the Agent a monthly
fee based upon the rate(s) set forth in the Fee Schedule attached hereto as
Annex 1.
4. This Supplement and the Master Agreement (together, the "Agreement")
shall become effective with respect to the Portfolios as of the date specified
above and unless sooner terminated as hereinafter provided, the Agreement shall
remain in effect with respect to the Portfolios for a period of more than one
(1) year from such date only so long as the continuance is specifically approved
at least annually by the Fund's Board of Trustees, including the vote or written
consent of a majority of the Fund's Independent Trustees. This Agreement may be
terminated with respect to the Portfolios, without payment of any penalty, by
the Portfolios upon at least ninety (90) days' prior written notice to the Agent
or by the Agent upon at least ninety (90) days' prior written notice to the
Portfolios; provided, that in the case of termination by the Portfolios, such
action shall have been authorized by the Fund's Board of Trustees, including the
vote or written consent of a majority of the Fund's Independent Trustees.
IVY FUND,
on behalf of Ivy Bond Fund, Ivy Canada Fund,
Ivy Global Fund and Ivy
Short-Term U.S. Government Securities Fund
By: /s/ MICHAEL C. LANDRY
TITLE: President
MACKENZIE INVESTMENT MANAGEMENT INC.
By: /s/ MICHAEL C. LANDRY
TITLE: President
<PAGE>
ANNEX 1
FUND ACCOUNTING SERVICES AGREEMENT
FEE SCHEDULE
BASED UPON ASSETS UNDER
MANAGEMENT (IN MILLIONS)
$0-$10 $10-$40 $40-$75 Over $75
------ ------- ------- --------
Ivy International
Bond Fund $1,250 $2,500 $5,000 $6,500
Ivy Canada Fund $1,250 $2,500 $5,000 $6,500
Ivy Global Fund $1,250 $2,500 $5,000 $6,500
$0-20 $20-$75 $75-$100 over $100
----- ------- -------- ---------
Ivy Bond Fund $1,000 $1,500 $4,000 $6,000
Ivy Short-Term U.S.
Government Securities
Fund $1,000 $1,500 $4,000 $6,000
AMENDED AND RESTATED DISTRIBUTION PLAN
FOR IVY FUND CLASS A SHARES
WHEREAS, Ivy Fund (the "Fund") is registered as an open-end investment
company under the Investment Company Act of 1940 (the "Act") and consists of one
or more separate investment portfolios (the "Portfolios") as may be established
and designated from time to time;
WHEREAS, the Fund and Mackenzie Investment Management Inc. (the
"Distributor"), a broker-dealer registered under the Securities Exchange Act of
1934, have entered into a Distribution Agreement pursuant to which the
Distributor will act as a distributor of shares of the Fund for sale to the
public; and
WHEREAS, the Board of Trustees of the Fund has adopted a Plan (the
"Plan"), in accordance with the requirements of the Act and has determined that
there is a reasonable likelihood that the Plan will benefit the Fund and its
shareholders.
NOW THEREFORE, The Fund hereby amends and restates the Plan to apply
only to Class A shares on the following terms and conditions:
1. The Plan will pertain to the Class A shares of Ivy Emerging Growth
Fund, Ivy Growth Fund, Ivy Growth With Income Fund, Ivy International Fund and
such other Portfolios as shall be designated from time to time by the Board of
Trustees in any supplement to the Plan ("Supplement").
2. The Fund will reimburse the Distributor for payments made to
brokers, which are unaffiliated with the Distributor, for account maintenance
and personal service to shareholders ("the Service Fee"). The services for which
Service Fees may be made include, among others, advising clients or customers
regarding the purchase, sale or retention of Class A shares of a Portfolio,
answering routine inquiries concerning a Portfolio, assisting shareholders in
changing options or enrolling in specific plans and providing shareholders with
information regarding the Portfolio and related developments. The Distributor
will be reimbursed for such payments, subject to any applicable restriction
imposed by Rules of the National Association of Securities Dealers, Inc., on a
monthly basis up to an amount equal on an annual basis to 0.25% o the average
daily net asset value of outstanding Class A shares of a Portfolio which are
registered in the name of a broker as nominee or held in a shareholder account
that designates a broker as broker of record. In the case of Ivy Growth Fund,
Ivy Growth with Income Fund and Ivy International Fund the fee will apply only
to Class A shares of each Portfolio which were issued after December 31, 1991.
Payments made out of or charged against the assets attributable to the Class A
shares of a Portfolio must be in reimbursement for distribution services
rendered for or on behalf of the Portfolio. The costs and expenses not
reimbursed in any one given month may be reimbursed in a subsequent month. The
Plan does not provide for payment of interest or carrying charges as
distribution expenses.
3. The Plan shall not take effect with respect to Class A of a
Portfolio until it has been approved by a vote of at least a majority (as
defined in the Act) of the outstanding voting securities of Class A of a
Portfolio. With respect to the submission of the Plan for such a vote, it shall
have been effectively approved with respect to Class A of a Portfolio if a
majority of the outstanding voting securities of Class A of the Portfolio votes
for approval of the Plan, notwithstanding that the matter has not been approved
by a majority of the outstanding voting securities of the Fund or of any other
Portfolio or class.
4. The Plan shall not take effect until it has been approved, together
with any related agreements and supplements, by votes of a majority of both (a)
the Board of Trustees of the ?Fund, and (b) those Trustees of the Fund who are
not "interested persons" (as defined in the Act) and have no direct or indirect
financial interest in the operation of the Plan or any agreements related to it
(the "Plan Trustees"), case in person at a meeting (or meetings) called for the
purpose of voting on the Plan and such related agreements.
5. The Plan shall continue in effect so long as such continuance is
specifically approved at least annually in the manner provided for approval of
the Plan in paragraph 4.
6. Any person authorized to direct the disposition of monies paid or
payable by the Fund pursuant to the Plan or any related agreement shall provide
to the Fund's Boar of Trustees, and the Board shall review, at least quarterly,
a written report of the amounts so expended and the purposes for which such
expenditures were made.
7. Any agreement related to the Plan shall be in writing and shall
provide: (a) that such agreement may be terminated at any time as to a
Portfolio, without payment of any penalty, by vote of a majority of the Plan
Trustees or by vote of a majority of the outstanding voting securities of Class
A of the Portfolio, on not more than sixty (60) days' written notice to any
other party to the agreement; and (b) that such agreement shall terminate
automatically in the event of its assignment.
8. The Plan may be terminated at any time with respect to a Portfolio,
without payment of any penalty, by vote of a majority of the Plan Trustees, or
by vote of a majority of the outstanding voting securities of Class A of the
Portfolio. If the Plan is terminated with respect to a Portfolio, that Portfolio
will not be obligated to reimburse the Distributor for any unreimbursed trail
fee payments.
9. The Plan maybe amended at any time with respect to a Portfolio by
the Board of Trustees, provided that (a) any amendment to increase materially
the costs which the Portfolio may bear for distribution pursuant to the Plan
shall be effective only upon approval by a vote of a majority of the outstanding
voting securities of Class A of the Portfolio, and (b) any material amendments o
the terms of the Plan shall become effective only upon approval as provided in
paragraph hereof.
10. While the Plan is in effect, the selection and nomination of
Trustees who are not interested persons (as defined in the Act) of the Fund
shall be committed to the discretion of the Trustees who are not interested
persons.
11. The Fund shall preserve copies of the Plan, any related agreement
and any report made pursuant to paragraph 6 hereof, for a period of not less
than six (6) years form the date of the Plan, such agreement or report, as the
case may be, the first two (2) years of which shall be in an easily accessible
place.
12. It is understood and expressly stipulated that neither the holders
of shares of the Fund nor any Trustee, officer, agent or employees of the Fund
shall be personally liable hereunder, nor shall any resort be had to other
private property for the satisfaction of any claim or obligation hereunder, bur
the Fund only shall be liable.
IN WITNESS WHEREOF, the Fund has adopted these amendments to the
Distribution Plan, originally dated December 31, 1991, on the 23rd day of March
1993.
IVY FUND
By: /S/ MICHAEL G. LANDRY
TITLE: President
DISTRIBUTION PLAN
FOR IVY FUND CLASS B SHARES
WHEREAS, Ivy Fund (the "Fund") is registered as an open-end
investment company under the Investment Company Act of 1940 (the "Act") and
consists of one or more separate investment portfolios (the "Portfolios") as may
be established and designated from time to time;;
WHEREAS, the Fund and Mackenzie Investment Management Inc.
(the "Distributor"), a broker-dealer registered under the Securities Exchange
Act of 1934, agree to enter into a Distribution Agreement pursuant t which the
Distributor will act as a distributor of shares of the Fund for sale to the
public;
WHEREAS, the Board of Trustees of the Fund has determined to
adopt a Plan (the "Plan"), in accordance with the requirements of the Act and
determine that there is a reasonable likelihood that the Plan will benefit the
Fund and its shareholders.
NOW, THEREFORE, the Fund hereby adopts the Plan to apply only
to Class B shares on the following terms and conditions:
The Plan will pertain to the Class B shares of Ivy Emerging
Growth Fund, Ivy Growth With Income Fund and Ivy International Fund and to the
Class B shares of such Portfolios as shall be designated from time to time by
the Board of Trustees in any supplement to the Plan ("Supplement").
The Fund shall pay the Distributor a fee for distribution of
the Class B shares of each Portfolio and for services to Class B shareholders of
each Portfolio at the annual rate of 1.00% of the Portfolio's average daily net
assets attributable to the Class B shares. Such fee shall be calculated and
accrues daily and paid monthly or at such other intervals as the Trustees shall
determine, subject to any applicable restriction imposed by rules of the
National Association of Securities Dealers, Inc. If this Plan is terminated, the
Fund will owe no payments to the Distributor other than any portion of the
distribution fee accrues through the effective date of termination but then
unpaid.
The amount set forth in paragraph 2 of this Plan shall be paid
for the Distributor's services as distributor of the Class B shares of a
Portfolio in connection with any activities or expenses primarily intended to
result in the sale of the Class B shares of a Portfolio, including but not
limited to, compensation to broker-dealers that have entered into a Dealer
Agreement with the Distributor, compensation to and expenses of employee of the
Distributor who engage in or support distribution of a Portfolio's Class B
shares; telephone expenses; interest expense; printing of prospectuses and
reports for other than existing shareholders; preparation, printing and
distribution of sales literature and advertising materials; and profit on the
foregoing; provided, however, that a portion equal to 0.25% of each Portfolio's
average daily net assets attributable to Class B shall be paid to it for account
maintenance and personal service to shareholders (the "Service Fee").
The services for which the Service Fee may be made include,
among others, advising clients or customers regarding the purchase, sale or
retention of Class B shares of a Portfolio, answering routine inquiries
concerning a Portfolio, assisting shareholders in changing options or enrolling
in specific plans and providing shareholders with information regarding the
Portfolio and related developments.
The Plan shall not take effect with respect to Class B of a
Portfolio until it has been approved by a vote of at least a majority (as
defined in the Act) of the outstanding voting securities of Class B of a
Portfolio. With respect to the submission of the Plan for such a vote, it shall
have been effectively approved with respect to a Portfolio if a majority of the
outstanding voting securities of Class B of the Portfolio votes for approval of
the Plan, notwithstanding that the matter has not been approved by a majority of
the outstanding voting securities of the Fund or of any other Portfolio or
class.
The Plan shall not take effect until it has been approved,
together with any related agreements and supplements, by votes of a majority of
both (a) the Board of Trustees of the Fund, and (b) those Trustees of the Fund
who are not "interested persons" (as defined in the Act) and have no direct or
indirect financial interest in the operation of the Plan or any agreements
relate to it (the "Plan Trustees"), cast in person at a meeting (or meetings)
called for the purpose of voting on the Plan and such related agreement.
The Plan shall continue in effect so long as such continuance
is specifically approved at least annually in the manner provided for approval
of the Plan in paragraph 6
Any person authorized to direct the disposition of monies paid
or payable by the Fund pursuant to the Plan or any related agreements shall
provide tot he Fund's Board of Trustees, and the Board shall review, at least
quarterly, a written report of the amounts so expended and the purposes for
which such expenditures were made.
Any agreement related to the Plan shall be in writing and
shall provide: (a) that such agreement may be terminated at any tine as to a
Portfolio, without payment of any penalty, by vote of a majority of the Plan
Trustees or by vote of a majority of the outstanding voting securities of Class
B of the Portfolio, on not more than sixty (60) days' written notice to any
other party to the agreement; and (b) that such agreement shall terminate
automatically in the event of its assignment.
The Plan may be terminated at any time with respect to a
Portfolio, without payment of any penalty, by vote of a majority of the Plan
Trustees, or by vote of a majority of the outstanding voting securities of Class
B of the Portfolio.
The Plan may be amended at any time with respect to a
Portfolio by the Board of Trustees, provided that (a) any amendment to increase
materially the costs which the Portfolio may bear for distribution (including
the Service Fee) pursuant to the Plan shall be effective only upon approval by a
vote of a majority of the outstanding voting securities of Class B of the
Portfolio, and (b) any material amendments of the terms of the Plan shall become
effective only upon approval as provided in paragraph 6 hereof.
While the Plan is in effect, the selection and nomination of
Trustees who are not interested persons (as defined in the Act) of the Fund
shall be committed to the discretion of the Trustees who are not interested
persons.
The Fund shall preserve copies of the Plan, any related
agreement and any report made pursuant to paragraph 8 hereof, for a period of
not less than six (6) years from the date of the Plan, such agreement or report,
as the case may be, the first two (2) years of which shall be in an easily
accessible place.
IN WITNESS WHEREOF, the Fund has adopted this Distribution
Plan effective as of the 23rd day of March 1993.
IVY FUND
By: /S/ MICHAEL G. LANDRY
TITLE: President
IVY FUND
Ivy Growth with Income Class C Shares
WHEREAS, Ivy Fund is registered as an open-end investment
company under the Investment Company Act of 1940 (the "Act") and consists of one
or more separate investment portfolios (the "Portfolios") as may be established
and designated from time to time;
WHEREAS, Ivy Fund and Mackenzie Investment Management Inc.
(the "Distributor"), a broker-dealer registered under the Securities Exchange
Act of 1934, have agreed to enter into a Distribution Agreement pursuant to
which the Distributor will act as distributor of shares of Ivy Fund for sale tot
he public; and
WHEREAS, the Board of Trustees of Ivy Fund has determined to
adopt a Plan (the "Plan"), in accordance with the requirements of the Act and
determined that there is a reasonable likelihood that the Plan will benefit Ivy
Fund and its shareholders.
NOW, THEREFORE, Ivy Fund hereby adopts the Plan to apply only
to Class C shares of Ivy Growth with Income Fund (the "Portfolio") on the
following terms and conditions:
Ivy Fund shall pay the Distributor a fee for distribution of
the Class C shares of the Portfolio at the annual rate of 0.75% of the
Portfolio's average daily net assets attributable to the Portfolio's Class C
shares. Such fee shall be calculated and accrued daily and paid monthly or at
such other intervals as the Trustees shall determine, subject to any applicable
restriction imposed by rules of the National Association of Securities Dealers,
Inc. If this Plan is terminated, Ivy Fund will owe no payments to the
Distributor other than any portion of the distribution fee accrued through the
effective date of termination but unpaid as of such date.
The amount set forth in paragraph 2 of this Plan shall be paid
to the Distributor in connection with certain distribution activities or
expenses, including but not limited to, compensation to broker-dealers that have
entered into a Dealer Agreement with the Distributor, bonuses and other
incentives paid to broker-dealers, compensation to and expenses of employees of
the Distributor who support distribution servicing activities in connection with
the Portfolio's Class C shares; telephone expenses; interest expense1; and
profit on the foregoing.
Ivy Fund will reimburse the Distributor for payments made to
brokers, which are unaffiliated with the Distributor, for account maintenance
and personal services to shareholders (the "Service Fee"). The services for
which the Service Fee may be made include, among others, advising clients or
customers regarding the purchase, sale or retention of Class C shares of the
Portfolio, answering routine inquiries concerning the Portfolio, assisting
shareholders in changing options or enrolling in specific plans and providing
shareholders with information regarding the Portfolio and related developments.
The Distributor will be reimbursed for such payments, subject to any applicable
restriction imposed by the Rules of the National Association of Securities
Dealers, Inc., up to an amount equal on an annual basis to 0.25% of the average
daily net asset value of outstanding Class C shares of the Portfolio which are
registered in the name of a broker as nominee or held in a shareholder account
that designates a broker as broker of record.
The Plan shall not take effect with respect to Class C of the
Portfolio until it has been approved by a vote of at least a majority (as
defined in the Act) of the outstanding voting securities of Class C of the
Portfolio. With respect to the submission of the Plan for such a vote, it shall
have been effectively approved with respect to Class C of the Portfolio if a
majority of the outstanding voting securities of Class C of the Portfolio votes
for approval of the Plan, notwithstanding that the matter has not been approved
by a majority of the outstanding voting securities of Ivy Fund or of any other
portfolio or class.
The Plan shall not take effect until it has been approved,
together with any related agreements and supplements, by votes of a majority of
both (a) the Board of Trustees of Ivy Fund, and (b) those Trustees of Ivy Fund
who are not "interested persons" (as defined in the Act) and who have no direct
or indirect financial interest in the operation of the Plan or any agreements
related to it (the "Plan Trustees") cast in person at a meeting (or meetings)
called for the purpose of voting on the Plan and such related agreements.
The Plan shall continue in effect so long as such continuance
is specifically approved at least annually in the manner provided for approval
of the Plan in paragraph 6.
Any person authorized to direct the disposition of monies paid
or payable by Ivy Fund pursuant to the Plan or any related agreement shall
provide to Ivy Fund's Board of Trustees, and the Board shall review, at least
quarterly, a written report of the amounts so expended and the purposes for
which such expenditures were made.
Any agreement related to the Plan shall be in writing and
shall provide: (a) that such agreement may be terminated at any time as to the
Portfolio, without payment of any penalty, by vote of a majority of the Plan
Trustees or by a vote of a majority of the outstanding voting securities of
Class C of the Portfolio, on not more than sixty (60) days' written notice to
any other party to the agreement; and (b) that such agreement shall terminate
automatically in the event of its assignment.
The Plan may be terminated at any time with respect to Class C
of the Portfolio, without payment of any penalty, by vote of a majority of the
Plan Trustees, or by vote of a majority of the outstanding voting securities of
Class C of the Portfolio.
The Plan may be amended at any time with respect to Class C of
the Portfolio by the Board of Trustees, provided that (a) any amendment to
increase materially the costs which the Portfolio may bear for distribution
(including the Service Fee) pursuant to the Plan shall be effective only upon
approval by a vote of a majority of the outstanding voting securities of Class C
of the Portfolio, and (b) any material amendments of the terms of the Plan shall
become effective only upon approval as provided in paragraph 6 hereof.
While the Plan is in effect, the selection and nomination of
Trustees who are not interested persons (as defined in the Act) of Ivy Fund
shall be committed to the discretion of the Trustees who are not interested
persons.
Ivy Fund shall preserve copies of the Plan, any related
agreement and any report made pursuant to paragraph 8 hereof, for a period of
not less that six (6) years from the date of the Plan, such agreement or report,
as the case may be, the first two (2) years of which shall be in an easily
accessible place.
It is understood and expressly stipulated that neither the
holders of shares of Ivy Fun nor any Trustee, officer, agent or employees of Ivy
Fund shall be personally liable hereunder, nor shall any resort be had to other
private property for the satisfaction of any claim or obligation hereunder, but
Ivy Fund only shall be liable.
IN WITNESS WHEREOF, Ivy Fund has adopted this Distribution
Plan as of this 16th day of August, 1993.
IVY FUND
By: /s/ MICHAEL G. LANDRY
TITLE: President
- --------
1 Only to the extent not prohibited by a regulation or order of the Securities
and Exchange Commission.
RULE 12b-1 RELATED AGREEMENT
This Agreement is made between the firm, company or entity executing
this Agreement (the "Company") and Mackenzie Investment Management Inc. ("MIMI")
for the mutual funds (referred to individually as a "Fund" and collectively as
the "Funds") for which MIMI serves as distributor of shares of beneficial
interest or capital stock ("Shares") and which have adopted a Rule 12b-1 Plan
("Plan") and approved this form of agreement pursuant to Rule 12b-1 under the
Investment Company Act of 1940. In consideration of the mutual covenants
hereinafter contained, it is hereby agreed by and between the parties hereto as
follows:
1. MIMI hereby appoints the Company to render or cause to be rendered
shareholder liaison services to the Funds and their shareholders.
2. The services to be provided under Paragraph 1 may include, but
are not limited to, the following:
(a) advising shareholders regarding the purchase, sale or
retention of shares of a Fund;
(b) answering routing inquiries concerning a Fund;
(c) providing shareholders with information regarding a
Fund and related developments; and
(d) other personal or account maintenance services provided to
shareholders of a Fund.
The services listed above are illustrative. The Company may at any time perform
either more or fewer shareholder liaison services than described above.
3. During the term of this Agreement, MIMI will pay the Company fees
for each Fund as set forth in a written schedule delivered to the Company
pursuant to this Agreement. MIMI's fee schedule for the Company may be changed
by MIMI sending a new fee schedule to the Company pursuant to paragraph 10 of
this Agreement. For the payment period in which this Agreement becomes effective
or terminates, there shall be an appropriate proration of the fee on the basis
of the number of days that the Rule 12b-1 Agreement is in effect during the
quarter.
4. The Company will not be or become a fiduciary, within the meaning of
Section 4975 of the Internal Revenue Code of 1986, as amended ("Code"), or
Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA") with respect to any retirement plan or employee benefit plan that is
subject to the prohibited transaction provisions of Code Section 4975 or ERISA
Section 406 if, as a result of its fiduciary status or its fiduciary activities,
its performance of shareholder liaison
<PAGE>
services and/or receipt of compensation therefor pursuant to this agreement
could constitute a nonexempt prohibited transaction within the meaning of Code
Section 4975 or ERISA Section 406 or a violation of its fiduciary duties under
ERISA Section 404. The Company understands that for purposes of those sections,
a person is a fiduciary with respect to any such plan to the extent the person
exercises any discretionary authority or discretionary control with respect to
the plan or its assets, or who renders investment advice for a fee, direct or
indirect, or has any authority or responsibility to do so, or has any
discretionary authority or discretionary responsibility in the administration of
the plan.
5. The Company agrees to meet all disclosure and other regulatory
obligations imposed on it under federal and state securities laws in connection
with this Agreement, including any obligations to disclose to its clients that
fees will be paid to the Company under this Agreement with respect to client
assets invested in the Funds.
6. With respect to each Fund, this Agreement shall continue in effect
for one year from the date of its execution, and thereafter for successive
periods of one year if the form of this Agreement is approved at least annually
by the Directors or Trustees of the Fund, including a majority of the members of
the Board of Directors or Trustees of the Fund who are not interested persons of
the Fund and have no direct or indirect financial interest in the operation of
the Fund's Plan or in any related documents to the Plan ("Disinterested
Directors or Trustees") cast in person at a meeting called for that purpose.
7. Notwithstanding paragraph 6, this Agreement may be terminated as
follows:
(a) at any time, without the payment of any penalty, by
the vote of a majority of the Disinterested Directors
or Trustees of the Fund or by a vote of a majority of
the outstanding voting securities of the Fund as
defined in the Investment Company Act of 1940 on not
more than sixty (60) days' written notice to the
parties to this Agreement;
(b) automatically in the event of the Agreement's
assignment as defined in the Investment Company Act
of 1940 or upon the termination of the "Distribution
Agreement" between the Fund and MIMI; and
(c) by either party to the Agreement without cause by
giving the other party at least sixty (60) days'
written notice of its intention to terminate.
<PAGE>
8. The termination of this Agreement with respect to any one Fund will
not cause the Agreement's termination with respect to any other Fund.
9. This Agreement supersedes any prior service agreements between the
parties for the Funds.
10. This Agreement may be amended by MIMI from time to time by the
following procedure. MIMI will mail a copy of the amendment to the Company's
address, as shown below. If the Company does not object to the amendment within
thirty (30) days after its receipt, the amendment will become part of the
Agreement. The Company's objection must be in writing and be received by MIMI
within such thirty (30) days.
11. This Agreement shall be construed in accordance with the Laws of
the State of Florida.
-----------------------------------
[Company]
-----------------------------------
Address
-----------------------------------
City State Zip Code
Dated: ___________________ By: _______________________________
Authorized Signature
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Title
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Print Name and Authorized Signature
MACKENZIE INVESTMENT
MANAGEMENT INC.
Via Mizner Financial Plaza
700 South Federal Highway
Boca Raton, Florida 33432
By:________________________________
Michael G. Landry, President
<PAGE>
[Name of Fund]
----------------------
EXHIBIT A to 12b-1 Related Agreement with
Mackenzie Investment Management Inc. ("MIMI")
Portfolios
MIMI will pay shareholder liaison services fees for the following
portfolios (the "Funds") effective as of the dates set forth below:
Name Date
[Portfolio names] [Effective dates]
Shareholder Liaison Services
1. During the term of this Agreement, MIMI will pay the Company a
quarterly fee in respect of each Fund. This fee will be computed at the annual
rate of 0.25% of the average net asset value of Shares held during the quarter
in accounts for which the Company provides services under this Agreement, (i) so
long as the average net asset value of Shares in each Fund during the quarter
equals or exceeds such minimum amount as MIMI shall from time to time determine
and communicate in writing to the Company, and (ii) only with respect to the
Shares in an account in a Fund that have been outstanding for a minimum holding
period as MIMI shall from time to time determine and communicate in writing to
the Company.
2. For the quarterly period in which the Agreement becomes effective or
terminates, there shall be an appropriate proration of any fee payable on the
basis of the number of days that the Agreement is in effect during the quarter.
SUPPLEMENT TO
MASTER AMENDED AND RESTATED DISTRIBUTION PLAN
FOR IVY FUND CLASS A SHARES
WHEREAS, Ivy Fund is registered as an open-end investment company under
the Investment Company Act of 1940 (the "Act") and consists of one or more
separate investment portfolios (the "Portfolios") as may be established and
designated from time to time;
WHEREAS, the Board of Trustees of Ivy Fund has adopted a Plan dated
December 21, 1991 and amended and restated on October 23, 1993 (the "Plan"), in
accordance with the requirements of the Act and determined that there is a
reasonable likelihood that the Plan will benefit Ivy Fund and its shareholders;
WHEREAS, the Board of Trustees, pursuant to Section 1 of the Plan,
desire to supplement the Plan so that the Plan pertains to the Class A Shares of
four new Portfolios of the Ivy Fund: Ivy Bond Fund, Ivy Canada Fund, Ivy Global
Fund and Ivy Short-Term U.S. Government Securities Fund.
NOW THEREFORE, The Board of Trustees of the Ivy Fund hereby designate that the
Plan shall pertain to the Class A shares of the following new Portfolios of the
Ivy Fund:
Ivy Bond Fund;
Ivy Canada Fund;
Ivy Global Fund; and
Ivy Short-Term U.S. Government Securities Fund
IN WITNESS WHEREOF, Ivy Fund has adopted this Supplement as of this 31st day of
December, 1994.
IVY FUND
By: /S/ MICHAEL G. LANDRY
Title: President
