IVY EUROPEAN OPPORTUNITIES FUND
IVY GLOBAL FUND
IVY GLOBAL NATURAL RESOURCES FUND
IVY GLOBAL SCIENCE & TECHNOLOGY FUND
IVY INTERNATIONAL FUND II
IVY INTERNATIONAL SMALL COMPANIES FUND
IVY PAN-EUROPE FUND
series of
IVY FUND
Via Mizner Financial Plaza, Suite 300
700 South Federal Highway
Boca Raton, Florida 33432
STATEMENT OF ADDITIONAL INFORMATION
May 3, 1999
(as supplemented July 9, 1999)
Ivy Fund (the "Trust") is an open-end management investment company
that currently consists of nineteen fully managed portfolios, each of which
(except for Ivy South America Fund and Ivy International Strategic Bond Fund) is
diversified. This Statement of Additional Information ("SAI") relates to the
Class A, B and C shares of Ivy Global Fund, Ivy Global Natural Resources Fund,
and Ivy Pan-Europe Fund, and to the Class A, B, C and I shares of Ivy European
Opportunities Fund, Ivy Global Science & Technology Fund, Ivy International Fund
II, and Ivy International Small Companies Fund (each a "Fund"). The other twelve
portfolios of the Trust are described in separate prospectuses and SAIs.
This SAI is not a prospectus and should be read in conjunction with the
prospectus for the Fund dated April 30, 1999 (the "Prospectus"), which may be
obtained upon request and without charge from the Trust at the Distributor's
address and telephone number printed below. The Funds also offer Advisor Class
shares, which are described in a separate prospectus and SAI that may also be
obtained without charge from the Distributor.
INVESTMENT MANAGER
Ivy Management, Inc. ("IMI")
Via Mizner Financial Plaza, Suite 300
700 South Federal Highway
Boca Raton, Florida 33432
Telephone: (800) 777-6472
DISTRIBUTOR
Ivy Mackenzie Distributors, Inc. ("IMDI")
Via Mizner Financial Plaza, Suite 300
700 South Federal Highway
Boca Raton, Florida 33432
Telephone: (800) 456-5111
INVESTMENT ADVISER
(for Ivy Global Natural Resources Fund)
Mackenzie Financial Corporation ("MFC")
150 Bloor Street West
Suite 400
Toronto, Ontario
CANADA M5S3B5
Telephone: (416) 922-5322
<PAGE>
TABLE OF CONTENTS
GENERAL INFORMATION............................................................1
INVESTMENT OBJECTIVES, STRATEGIES AND RISKS....................................1
IVY EUROPEAN OPPORTUNITIES FUND.......................................1
INVESTMENT RESTRICTIONS FOR IVY EUROPEAN OPPORTUNITIES FUND...........3
IVY GLOBAL FUND.......................................................5
INVESTMENT RESTRICTIONS FOR IVY GLOBAL FUND...........................6
IVY GLOBAL NATURAL RESOURCES FUND.....................................8
INVESTMENT RESTRICTIONS FOR IVY GLOBAL NATURAL RESOURCES FUND.........9
IVY GLOBAL SCIENCE & TECHNOLOGY FUND.................................11
INVESTMENT RESTRICTIONS FOR IVY GLOBAL SCIENCE & TECHNOLOGY FUND.....12
IVY INTERNATIONAL FUND II............................................14
INVESTMENT RESTRICTIONS FOR..........................................15
IVY INTERNATIONAL SMALL COMPANIES FUND...............................17
INVESTMENT RESTRICTIONS FOR IVY INTERNATIONAL
SMALL COMPANIES FUND.................................................18
IVY PAN-EUROPE FUND..................................................20
INVESTMENT RESTRICTIONS FOR IVY PAN-EUROPE FUND......................22
COMMON STOCKS........................................................24
CONVERTIBLE SECURITIES...............................................24
SMALL COMPANIES......................................................25
NATURAL RESOURCES AND PHYSICAL COMMODITIES...........................25
DEBT SECURITIES......................................................26
IN GENERAL..................................................26
INVESTMENT-GRADE DEBT SECURITIES............................26
LOW-RATED DEBT SECURITIES...................................26
U.S. GOVERNMENT SECURITIES..................................28
ZERO COUPON BONDS...........................................29
FIRM COMMITMENT AGREEMENTS AND "WHEN-ISSUED" SECURITIES.....29
ILLIQUID SECURITIES..................................................29
FOREIGN SECURITIES...................................................30
DEPOSITORY RECEIPTS..................................................31
EMERGING MARKETS.....................................................31
FOREIGN SOVEREIGN DEBT OBLIGATIONS..........................33
BRADY BONDS.................................................33
FOREIGN CURRENCIES...................................................34
FOREIGN CURRENCY EXCHANGE TRANSACTIONS...............................34
OTHER INVESTMENT COMPANIES...........................................35
REPURCHASE AGREEMENTS................................................36
BANKING INDUSTRY AND SAVINGS AND LOAN OBLIGATIONS....................36
COMMERCIAL PAPER.....................................................36
BORROWING............................................................36
WARRANTS.............................................................37
REAL ESTATE INVESTMENT TRUSTS (REITS)................................37
OPTIONS TRANSACTIONS.................................................37
IN GENERAL..................................................37
WRITING OPTIONS ON INDIVIDUAL SECURITIES....................38
PURCHASING OPTIONS ON INDIVIDUAL SECURITIES.................39
RISKS OF OPTIONS TRANSACTIONS...............................39
FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS...................41
IN GENERAL..................................................41
FOREIGN CURRENCY FUTURES CONTRACTS AND RELATED OPTIONS......42
RISKS ASSOCIATED WITH FUTURES AND RELATED OPTIONS...........43
SECURITIES INDEX FUTURES CONTRACTS...................................44
RISKS OF SECURITIES INDEX FUTURES...........................44
COMBINED TRANSACTIONS.......................................46
PORTFOLIO TURNOVER............................................................46
TRUSTEES AND OFFICERS.........................................................46
PERSONAL INVESTMENTS BY EMPLOYEES OF IMI.............................60
INVESTMENT ADVISORY AND OTHER SERVICES........................................60
BUSINESS MANAGEMENT AND INVESTMENT ADVISORY SERVICES.................60
DISTRIBUTION SERVICES................................................63
RULE 18F-3 PLAN.............................................64
RULE 12B-1 DISTRIBUTION PLANS...............................65
CUSTODIAN............................................................70
FUND ACCOUNTING SERVICES.............................................71
TRANSFER AGENT AND DIVIDEND PAYING AGENT.............................71
ADMINISTRATOR........................................................72
AUDITORS.............................................................72
BROKERAGE ALLOCATION..........................................................72
CAPITALIZATION AND VOTING RIGHTS..............................................74
SPECIAL RIGHTS AND PRIVILEGES.................................................75
AUTOMATIC INVESTMENT METHOD..........................................75
EXCHANGE OF SHARES...................................................76
INITIAL SALES CHARGE SHARES.................................76
CONTINGENT DEFERRED SALES CHARGE SHARES..............................77
CLASS A.....................................................77
CLASS B.....................................................77
CLASS C.....................................................78
CLASS I.....................................................78
ALL CLASSES.................................................78
LETTER OF INTENT.....................................................79
RETIREMENT PLANS.....................................................79
INDIVIDUAL RETIREMENT ACCOUNTS..............................80
ROTH IRAS...................................................81
QUALIFIED PLANS.............................................81
DEFERRED COMPENSATION FOR PUBLIC SCHOOLS AND
CHARITABLE ORGANIZATIONS ("403(B)(7) ACCOUNT")............82
SIMPLIFIED EMPLOYEE PENSION ("SEP") IRAS....................83
SIMPLE PLANS................................................83
REINVESTMENT PRIVILEGE...............................................83
RIGHTS OF ACCUMULATION...............................................83
SYSTEMATIC WITHDRAWAL PLAN...........................................84
GROUP SYSTEMATIC INVESTMENT PROGRAM..................................84
REDEMPTIONS...................................................................86
CONVERSION OF CLASS B SHARES..................................................87
NET ASSET VALUE...............................................................87
TAXATION 89
OPTIONS, FUTURES AND FOREIGN CURRENCY FORWARD CONTRACTS..............89
CURRENCY FLUCTUATIONS -- "SECTION 988" GAINS OR LOSSES...............91
INVESTMENT IN PASSIVE FOREIGN INVESTMENT COMPANIES...................91
DEBT SECURITIES ACQUIRED AT A DISCOUNT...............................92
DISTRIBUTIONS........................................................92
DISPOSITION OF SHARES................................................93
FOREIGN WITHHOLDING TAXES............................................94
BACKUP WITHHOLDING...................................................94
PERFORMANCE INFORMATION.......................................................95
AVERAGE ANNUAL TOTAL RETURN..........................................95
CUMULATIVE TOTAL RETURN.............................................108
IVY GLOBAL FUND.....................................................109
IVY GLOBAL NATURAL RESOURCES FUND...................................109
IVY GLOBAL SCIENCE & TECHNOLOGY FUND................................110
IVY INTERNATIONAL FUND II...........................................111
IVY INTERNATIONAL SMALL COMPANIES FUND..............................111
IVY PAN-EUROPE FUND.................................................112
OTHER QUOTATIONS, COMPARISONS AND GENERAL INFORMATION...............112
FINANCIAL STATEMENTS.........................................................113
APPENDIX A...................................................................114
<PAGE>
GENERAL INFORMATION
Each Fund is organized as a separate, diversified portfolio of the
Trust, an open-end management investment company organized as a Massachusetts
business trust on December 21, 1983. Ivy Global Fund commenced operations (Class
A shares) on April 19, 1991. The inception dates for Ivy Global Fund's Class B
and Class C shares were April 1, 1994 and April 30, 1996, respectively. Ivy
Global Science & Technology Fund commenced operations on July 22, 1996. Ivy
Global Natural Resources Fund and Ivy International Small Companies Fund
commenced operations on January 1, 1997. Ivy International Fund II and Ivy
Pan-Europe Fund commenced operations on May 13, 1997. Class C shares of
Pan-Europe Fund were first issued on January 29, 1998. Ivy European
Opportunities Fund will commence operations as of the date of this SAI.
Descriptions in this SAI of a particular investment practice or
technique in which any Fund may engage or a financial instrument which any Fund
may purchase are meant to describe the spectrum of investments that IMI, in its
discretion, might, but is not required to, use in managing each Fund's portfolio
assets. IMI may, in its discretion, at any time employ such practice, technique
or instrument for one or more funds but not for all funds advised by it.
Furthermore, it is possible that certain types of financial instruments or
investment techniques described herein may not be available, permissible,
economically feasible or effective for their intended purposes in some or all
markets, in which case a Fund would not use them. Certain practices, techniques,
or instruments may not be principal activities of a Fund but, to the extent
employed, could from time to time have a material impact on that Fund's
performance.
INVESTMENT OBJECTIVES, STRATEGIES AND RISKS
Each Fund has its own investment objectives and policies, which are
described in the Prospectus under the captions "Summary" and "Additional
Information About Strategies and Risks." Descriptions of each Fund's policies,
strategies and investment restrictions, as well as additional information
regarding the characteristics and risks associated with each Fund's investment
techniques, are set forth below.
Whenever an investment objective, policy or restriction of any Fund
described in this Prospectus or in the SAI states a maximum percentage of assets
that may be invested in a security or other asset, or describes a policy
regarding quality standards, that percentage limitation or standard will, unless
otherwise indicated, apply to that Fund only at the time a transaction takes
place. Thus, if a percentage limitation is adhered to at the time of investment,
a later increase or decrease in the percentage that results from circumstances
not involving any affirmative action by a Fund will not be considered a
violation.
IVY EUROPEAN OPPORTUNITIES FUND
The Fund's investment objective is long-term capital growth by
investing in the securities markets of Europe. The Fund's subadviser, Henderson
Investment Management Limited ("Henderson Investors"), will invest the Fund's
assets in the securities of European companies, including those companies
operating in the emerging markets of Europe and small capitalization companies
operating in the developed markets of Europe. The Fund may also invest in larger
capitalization European companies and European companies which have been subject
to special circumstances, e.g., privatized companies or companies which provide
exceptional value. Although the majority of the Fund's assets will be invested
in equity securities, the Fund may also invest in cash, short-term or long-term
fixed income securities issued by corporations and governments of Europe if
considered appropriate in relation to the then current economic or market
conditions in any country.
The Fund seeks to achieve its investment objective by investing
primarily in the equity securities of companies domiciled or otherwise doing
business (as described below) in European countries. Under normal circumstances,
the Fund will invest at least 65% of its total assets in the equity securities
of "European companies," which include any issuer (a) that is organized under
the laws of a European country; (b) that derives 50% or more of its total
revenues from goods produced or sold, investments made or services performed in
Europe; or (c) for which the principal trading market is in Europe. The equity
securities in which the Fund may invest include common stock, preferred stock
and common stock equivalents such as warrants and convertible debt securities.
The Fund may also invest in sponsored or unsponsored American Depository
Receipts ("ADRs"), European Depository Receipts ("EDRs"), Global Depository
Receipts ("GDRs"), American Depository Shares ("ADSs"), European Depository
Shares ("EDSs") and Global Depository Shares ("GDSs"). The Fund does not expect
to concentrate its investments in any particular industry.
The Fund may invest up to 35% of its net assets in debt securities, but
will not invest more than 20% of its net assets in debt securities rated Ba or
below by Moody's Investors Service, Inc. ("Moody's") or BB or below by Standard
& Poor's Ratings Group ("S&P") or, if unrated, considered by Henderson Investors
to be of comparable quality (commonly referred to as "high yield" or "junk"
bonds). The Fund will not invest in debt securities rated less than C by either
Moody's or S&P. The Fund may purchase Brady Bonds and other sovereign debt of
countries that have restructured or are in the process of restructuring their
sovereign debt. The Fund may also purchase securities on a "when-issued" or firm
commitment basis, engage in foreign currency exchange transactions and enter
into forward foreign currency contracts. In addition, the Fund may invest up to
5% of its net assets in zero coupon bonds.
For temporary defensive purposes or when Henderson Investors believes that
circumstances warrant, the Fund may invest without limit in U.S. Government
securities, investment grade debt securities (i.e., those rated Baa or higher by
Moody's or BBB or higher by S&P or, if unrated, considered by Henderson
Investors to be of comparable quality), warrants, and cash or cash equivalents
such as domestic or foreign bank obligations (including certificates of deposit,
time deposits and bankers' acceptances), short-term notes, repurchase
agreements, and domestic or foreign commercial paper.
The Fund may borrow money for temporary, extraordinary or emergency
purposes, provided that the Fund maintains asset coverage of 300% for all
borrowings. The Fund may also invest up to 10% of its total assets in other
investment companies, and up to 15% of its net assets in illiquid securities.
For hedging purposes, the Fund may purchase put and call options on
securities and stock indices, provided the premium paid for such options does
not exceed 5% of the Fund's net assets. The Fund may also sell covered put
options with respect to up to 10% of the value of its net assets, and may write
covered call options so long as not more than 25% of the Fund's net assets are
subject to being purchased upon the exercise of the calls.
For hedging purposes only, the Fund may engage in transactions in (and
options on) stock index, interest rate and foreign currency futures contracts,
provided that the Fund's equivalent exposure in such contracts does not exceed
15% of its total assets.
INVESTMENT RESTRICTIONS FOR IVY EUROPEAN OPPORTUNITIES FUND
Ivy European Opportunities Fund's investment objective, as set forth in
the Prospectus under "Investment Objective and Policies," and the investment
restrictions set forth below are fundamental policies of the Fund and may not be
changed with respect to the approval of a majority (as defined in the 1940 Act)
of the outstanding voting shares of the Fund. Under these restrictions, the Fund
may not:
(i) make an investment in securities of companies in any one industry (except
obligations of domestic banks or the U.S. Government, its agencies,
authorities, or instrumentalities) if such investment would cause
investments in such industry to exceed 25% of the market value of the
Fund's total assets at the time of such investment;
(ii) issue senior securities, except as appropriate to evidence indebtedness
which it is permitted to incur, and except to the extent that shares of the
separate classes or series of the Trust may be deemed to be senior
securities; provided that collateral arrangements with respect to
currency-related contracts, futures contracts, options or other permitted
investments, including deposits of initial and variation margin, are not
considered to be the issuance of senior securities for purposes of this
restriction;
(iii)purchase securities of any one issuer (except U.S. Government securities)
if as a result more than 5% of the Fund's total assets would be invested in
such issuer or the Fund would own or hold more than 10% of the outstanding
voting securities of that issuer; provided, however, that up to 25% of the
value of the Fund's total assets may be invested without regard to these
limitations;
(iv) purchase securities on margin, except such short-term credits as are
necessary for the clearance of transactions, but the Fund may make margin
deposits in connection with transactions in options, futures and options on
futures;
(v) make loans, except this restriction shall not prohibit (a) the purchase and
holding of a portion of an issue of publicly distributed debt securities,
(b) the entry into repurchase agreements with banks or broker-dealers, or
(c) the lending of the Fund's portfolio securities in accordance with
applicable guidelines established by the Securities and Exchange Commission
(the "SEC") and any guidelines established by the Trust's Trustees;
(vi) make investments in securities for the purpose of exercising control over
or management of the issuer;
(vii)act as an underwriter of securities, except to the extent that, in
connection with the sale of securities, it may be deemed to be an
underwriter under applicable securities laws;
(viii) borrow money, except for temporary, extraordinary or emergency purposes,
and provided that the Fund maintains asset coverage of 300% for all
borrowings; or
(ix) invest in real estate, real estate mortgage loans, commodities or interests
in oil, gas and/or mineral exploration or development programs (other than
securities of companies that invest in or sponsor such programs), although
(a) the Fund may purchase and sell marketable securities of issuers which
are secured by real estate, (b) the Fund may purchase and sell securities
of issuers which invest or deal in real estate, (c) the Fund may enter into
forward foreign currency contracts as described in the Fund's prospectus,
and (d) the Fund may write or buy puts, calls, straddles or spreads and may
invest in commodity futures contracts and options on futures contracts.
ADDITIONAL RESTRICTIONS
Ivy European Opportunities Fund has adopted the following additional
restrictions, which are not fundamental and which may be changed without
shareholder approval, to the extent permitted by applicable law, regulation or
regulatory policy. Under these restrictions, the Fund may not:
(i) invest more than 15% of its net assets taken at market value at the time of
investment in "illiquid securities." Illiquid securities may include
securities subject to legal or contractual restrictions on resale
(including private placements), repurchase agreements maturing in more than
seven days, certain options traded over the counter that the Fund has
purchased, securities being used to cover certain options that the Fund has
written, securities for which market quotations are not readily available,
or other securities which legally or in the subadviser's opinion, subject
to the Board's supervision, may be deemed illiquid, but shall not include
any instrument that, due to the existence of a trading market or to other
factors, is liquid;
(ii) purchase securities of other investment companies, except in connection
with a merger, consolidation or sale of assets, and except that it may
purchase shares of other investment companies subject to such restrictions
as may be imposed by the Investment Company Act of 1940 and rules
thereunder;
(iii) purchase or sell real estate limited partnership interests;
(iv)sell securities short, except for short sales "against the box"; or
(v) participate on a joint or a joint and several basis in any trading account
in securities. The "bunching" of orders of the Fund and of other accounts
under the investment management of the Fund's subadviser, for the sale or
purchase of portfolio securities shall not be considered participation in a
joint securities trading account.
IVY GLOBAL FUND
Ivy Global Fund seeks long-term capital growth through a flexible
policy of investing in stocks and debt obligations of companies and governments
of any nation. Any income realized will be incidental. Under normal conditions,
the Fund will invest at least 65% of its total assets in the common stock of
companies throughout the world, with at least three different countries (one of
which may be the United States) represented in the Fund's overall portfolio
holdings. Although the Fund generally invests in common stock, it may also
invest in preferred stock, sponsored or unsponsored ADRs, GDRs, ADSs and GDSs,
and investment-grade debt securities (i.e., those rated Baa or higher by Moody's
or BBB or higher by S&P, or if unrated, considered by IMI to be of comparable
quality), including corporate bonds, notes, debentures, convertible bonds and
zero coupon bonds.
The Fund may invest less than 35% of its net assets in debt securities
rated Ba or below by Moody's or BB or below by S&P, or if unrated, considered by
IMI to be of comparable quality (commonly referred to as "high yield" or "junk"
bonds). The Fund will not invest in debt securities rated less than C by either
Moody's or S&P.
The Fund may invest in equity real estate investment trusts, warrants,
and securities issued on a "when-issued" or firm commitment basis, and may
engage in foreign currency exchange transactions and enter into forward foreign
currency contracts. The Fund may also invest up to 10% of its total assets in
other investment companies and up to 15% of its net assets in illiquid
securities. The Fund may not, as a matter of fundamental policy, invest more
than 5% of its total assets in restricted securities.
For temporary defensive purposes and during periods when IMI believes
that circumstances warrant, Ivy Global Fund may invest without limit in U.S.
Government securities, obligations issued by domestic or foreign banks
(including certificates of deposit, time deposits and bankers' acceptances), and
domestic or foreign commercial paper (which, if issued by a corporation, must be
rated Prime-1 by Moody's or A-1 by S&P, or if unrated has been issued by a
company that at the time of investment has an outstanding debt issue rated Aaa
or Aa by Moody's or AAA or AA by S&P). The Fund may also enter into repurchase
agreements, and, for temporary or emergency purposes, may borrow up to 10% of
the value of its total assets from banks.
The Fund may purchase put and call options on stock indices, provided the
premium paid for such options does not exceed 10% of the Fund's net assets. The
Fund may also sell covered put options with respect to up to 50% of the value of
its net assets, and may write covered call options so long as not more than 20%
of the Fund's net assets is subject to being purchased upon the exercise of the
calls. For hedging purposes only, the Fund may engage in transactions in (and
options on) stock index and foreign currency futures contracts, provided that
the Fund's equivalent exposure in such contracts does not exceed 20% of its
total assets.
INVESTMENT RESTRICTIONS FOR IVY GLOBAL FUND
Ivy Global Fund's investment objectives as set forth in the "Summary"
section of the Prospectus, together with the investment restrictions set forth
below, are fundamental policies of the Fund and may not be changed without the
approval of a majority of the outstanding voting shares of the Fund. Under these
restrictions, the Fund may not:
(i) Invest in real estate, real estate mortgage loans, commodities or interests
in oil, gas and/or mineral exploration or development programs, although
(a) the Fund may purchase and sell marketable securities of issuers which
are secured by real estate, (b) the Fund may purchase and sell securities
of issuers which invest or deal in real estate, (c) the Fund may enter into
forward foreign currency contracts as described in the Fund's prospectus,
and (d) the Fund may write or buy puts, calls, straddles or spreads and may
invest in commodity futures contracts and options on futures contracts.
(ii) Purchase securities on margin, except such short-term credits as are
necessary for the clearance of transactions, but the Fund may make margin
deposits in connection with transactions in options, futures and options on
futures;
(iii)Make loans, except that this restriction shall not prohibit (a) the
purchase and holding of a portion of an issue of publicly distributed debt
securities, (b) the entry into repurchase agreements with banks or
broker-dealers, or (c) the lending of the Fund's portfolio securities in
accordance with applicable guidelines established by the Securities and
Exchange Commission ("SEC") and any guidelines established by the Trust's
Trustees;
(iv) Purchase securities of any one issuer (except U.S. Government securities)
if as a result more than 5% of the Fund's total assets would be invested in
such issuer or the Fund would own or hold more than 10% of the outstanding
voting securities of that issuer; provided, however, that up to 25% of the
value of the Fund's total assets may be invested without regard to these
limitations;
(v) Make investments in securities for the purpose of exercising control over
or management of the issuer;
(vi) Participate on a joint or a joint and several basis in any trading account
in securities. The "bunching" of orders of the Fund and of other accounts
under the investment management of the Manager for the sale or purchase of
portfolio securities shall not be considered participation in a joint
securities trading account;
(vii)Borrow amounts in excess of 10% of its total assets, taken at the lower of
cost or market value, and then only from banks as a temporary measure for
extraordinary or emergency purposes. All borrowings will be repaid before
any additional investments are made;
(viii) Purchase the securities of issuers conducting their principal business
activities in the same industry if immediately after such purchase the
value of the Fund's investments in such industry would exceed 25% of the
value of the total assets of the Fund;
(ix) Act as an underwriter of securities, except to the extent that, in
connection with the sale of securities, it may be deemed to be an
underwriter under applicable securities laws;
(x) Purchase any security if, as a result, the Fund would then have more than
5% of its total assets (taken at current value) invested in securities
restricted as to disposition under the Federal securities laws;
(xi) Issue senior securities, except insofar as the Fund may be deemed to have
issued a senior security in connection with any repurchase agreement or any
permitted borrowing; or
(xii)Purchase securities of another investment company, except in connection
with a merger, consolidation, reorganization or acquisition of assets, and
except that the Fund may invest in securities of other investment companies
subject to the restrictions in Section 12(d)(1) of the Investment Company
Act of 1940 (the "1940").
ADDITIONAL RESTRICTIONS
Ivy Global Fund has adopted the following additional restrictions,
which are not fundamental and which may be changed without shareholder approval,
to the extent permitted by applicable law, regulation or regulatory policy.
Under these restrictions, the Fund may not:
(i) purchase or sell real estate limited partnership interests; or
(ii) purchase or sell interest in oil, gal or mineral leases (other
than securities of companies that invest in or sponsor such
programs).
IVY GLOBAL NATURAL RESOURCES FUND
Ivy Global Natural Resources Fund's investment objective is long-term
growth. Any income realized will be incidental. Under normal conditions, the
Fund invests at least 65% of its total assets in the equity securities of
companies throughout the world that own, explore or develop natural resources
and other basic commodities, or supply goods and services to such companies.
Under this investment policy, at least three different countries (one of which
may be the United States) will be represented in the Fund's overall portfolio
holdings. "Natural resources" generally include precious metals (such as gold,
silver and platinum), ferrous and nonferrous metals (such as iron, aluminum and
copper), strategic metals (such as uranium and titanium), coal, oil, natural
gases, timber, undeveloped real property and agricultural commodities. Although
the Fund generally invests in common stock, it may also invest in preferred
stock, securities convertible into common stock and sponsored or unsponsored
ADRs, GDRs, ADSs and GDSs. The Fund may also invest directly in precious metals
and other physical commodities. In selecting the Fund's investments, MFC will
seek to identify securities of companies that, in MFC's opinion, appear to be
undervalued relative to the value of the companies' natural resource holdings.
MFC believes that certain political and economic changes in the global
environment in recent years have had and will continue to have a profound effect
on global supply and demand of natural resources, and that rising demand from
developing markets and new sources of supply should create attractive investment
opportunities. In selecting the Fund's investments, MFC will seek to identify
securities of companies that, in MFC's opinion, appear to be undervalued
relative to the value of the companies' natural resource holdings.
For temporary defensive purposes, Ivy Global Natural Resources Fund may
invest without limit in cash or cash equivalents, such as bank obligations
(including certificates of deposit and bankers' acceptances), commercial paper,
short-term notes and repurchase agreements. For temporary or emergency purposes,
the Fund may borrow up to one-third of the value of its total assets from banks,
but may not purchase securities at anytime during which the value of the Fund's
outstanding loans exceeds 10% of the value of the Fund's total assets. The Fund
may engage in foreign currency exchange transactions and enter into forward
foreign currency contracts. The Fund may also invest up to 10% of its total
assets in other investment companies and up to 15% of its net assets in illiquid
securities.
For hedging purposes only, the Fund may engage in transactions in (and
options on) foreign currency futures contracts, provided that the Fund's
equivalent exposure in such contracts does not exceed 15% of its total assets.
INVESTMENT RESTRICTIONS FOR IVY GLOBAL NATURAL RESOURCES FUND
Ivy Global Natural Resources Fund's investment objectives as set forth
in the "Summary" section of the Prospectus, together with the investment
restrictions set forth below, are fundamental policies of the Fund and may not
be changed without the approval of a majority of the outstanding voting shares
of the Fund. Under these restrictions, the Fund may not:
(i) make an investment in securities of companies in any one industry (except
obligations of domestic banks or the U.S. Government, its agencies,
authorities, or instrumentalities) if such investment would cause
investments in such industry to exceed 25% of the market value of the
Fund's total assets at the time of such investment;
(ii) issue senior securities, except as appropriate to evidence indebtedness
which it is permitted to incur, and except to the extent that shares of the
separate classes or series of the Trust may be deemed to be senior
securities; provided that collateral arrangements with respect to
currency-related contracts, futures contracts, options or other permitted
investments, including deposits of initial and variation margin, are not
considered to be the issuance of senior securities for purposes of this
restriction;
(iii)purchase securities of any one issuer (except U.S. Government securities)
if as a result more than 5% of the Fund's total assets would be invested in
such issuer or the Fund would own or hold more than 10% of the outstanding
voting securities of that issuer; provided, however, that up to 25% of the
value of the Fund's total assets may be invested without regard to these
limitations;
(iv) purchase securities on margin, except such short-term credits as are
necessary for the clearance of transactions, but the Fund may make margin
deposits in connection with transactions in options, futures and options on
futures;
(v) make loans, except this restriction shall not prohibit (a) the purchase and
holding of a portion of an issue of publicly distributed debt securities,
(b) the entry into repurchase agreements with banks or broker-dealers, or
(c) the lending of the Fund's portfolio securities in accordance with
applicable guidelines established by the Securities and Exchange Commission
(the "SEC") and any guidelines established by the Trust's Trustees;
(vi) make investments in securities for the purpose of exercising control over
or management of the issuer;
(vii)act as an underwriter of securities, except to the extent that, in
connection with the sale of securities, it may be deemed to be an
underwriter under applicable securities laws;
(viii) borrow money, except as a temporary measure for extraordinary or
emergency purposes, and provided that the Fund maintains asset coverage of
300% for all borrowings;
(ix) lend any funds or other assets, except that this restriction shall not
prohibit (a) the entry into repurchase agreements, (b) the purchase of
publicly distributed bonds, debentures and other securities of a similar
type, or privately placed municipal or corporate bonds, debentures and
other securities of a type customarily purchased by institutional investors
or publicly traded in the securities markets, or (c) the lending of
portfolio securities (provided that the loan is secured continuously by
collateral consisting of U.S. Government securities or cash or cash
equivalents maintained on a daily market-to market basis in an amount at
least equal to the market value of the securities loaned); or
(x) invest in real estate, real estate mortgage loans, commodities or
interests in oil, gas and/ mineral exploration or development programs,
although (a) the Fund may purchase and sell marketable securities of
issuers which are secured by real estate, (b) the Fund may purchase and
sell securities of issuers which invest or deal in real estate, (c) the
Fund may enter into forward foreign currency contracts as described in the
Fund's prospectus, (d) the Fund may write or buy puts, calls, straddles or
spreads and may invest in commodity futures contracts and options on
futures contracts, and (e) the Fund may invest in physical commodities as
described in the Fund's prospectus and elsewhere in this SAI.
Under the 1940 Act, the Fund is permitted, subject to its investment
restrictions, to borrow money only from banks. The Trust has no current
intention of borrowing amounts in excess of 5% of the Fund's assets. The Fund
will continue to interpret fundamental investment restriction (x) above to
prohibit investment in real estate limited partnership interests; this
restriction shall not, however, prohibit investment in readily marketable
securities of companies that invest in real estate or interests therein,
including real estate investment trusts.
ADDITIONAL RESTRICTIONS
Ivy Global Natural Resources Fund has adopted the following additional
restrictions, which are not fundamental and which may be changed without
shareholder approval, to the extent permitted by applicable law, regulation or
regulatory policy. Under these restrictions, the Fund may not:
(i) invest more than 15% of its net assets taken at market value at the time of
investment in "illiquid securities." Illiquid securities may include
securities subject to legal or contractual restrictions on resale
(including private placements), repurchase agreements maturing in more than
seven days, certain options traded over the counter that the Fund has
purchased, securities being used to cover certain options that a fund has
written, securities for which market quotations are not readily available,
or other securities which legally or in IMI's opinion, subject to the
Board's supervision, may be deemed illiquid, but shall not include any
instrument that, due to the existence of a trading market, to the Fund's
compliance with certain conditions intended to provide liquidity, or to
other factors, is liquid;
(ii) purchase securities of other investment companies, except in connection
with a merger, consolidation or sale of assets, and except that it may
purchase shares of other investment companies subject to such restrictions
as my be imposed by the Investment Company Act of 1940 and rules
thereunder;
(iii)purchase or sell interests in oil, gas or mineral leases (other than
securities of companies that invest in or sponsor such programs);
(iv) sell securities short, except for short sales "against the box;" or
(v) participate on a joint or a joint and several basis in any trading account
in securities. The "bunching" of orders of the Fund and of other accounts
under the investment management of the Fund's investment adviser, for the
sale or purchase of portfolio securities shall not be considered
participation in a joint securities trading account.
IVY GLOBAL SCIENCE & TECHNOLOGY FUND
Ivy Global Science & Technology Fund's principal investment objective
is long-term capital growth. Any income realized will be incidental. Under
normal conditions, the Fund will invest at least 65% of its total assets in the
common stock of companies that are expected to benefit from the development,
advancement and use of science and technology. Under this investment policy, at
least three different countries (one of which may be the United States) will be
represented in the Fund's overall portfolio holdings. Industries likely to be
represented in the Fund's portfolio include computers and peripheral products,
software, electronic components and systems, telecommunications, media and
information services, pharmaceuticals, hospital supply and medical devices,
biotechnology, environmental services, chemicals and synthetic materials, and
defense and aerospace. The Fund may also invest in companies that are expected
to benefit indirectly from the commercialization of technological and scientific
advances. In recent years, rapid advances in these industries have stimulated
unprecedented growth. While this is no guarantee of future performance, IMI
believes that these industries offer substantial opportunities for long-term
capital appreciation.
Although the Fund generally invests in common stock, it may also invest
in preferred stock, securities convertible into common stock, sponsored or
unsponsored ADRs, GDRs, ADSs and GDSs and investment-grade debt securities
(i.e., those rated Baa or higher by Moody's or BBB or higher by S&P, or if
unrated, considered by IMI to be of comparable quality), including corporate
bonds, notes, debentures, convertible bonds and zero coupon bonds. The fund may
also invest up to 5% of its net assets in debt securities that are rated Ba or
below by Moody's or BB or below by S&P, or if unrated, are considered by IMI to
be of comparable quality (commonly referred to as "high yield" or "junk" bonds).
The Fund will not invest in debt securities rated less than C by either Moody's
or S&P.
The Fund may invest in warrants, purchase securities on a "when-issued"
or firm commitment basis, engage in foreign currency exchange transactions and
enter into forward foreign currency contracts. The Fund may also invest (i) up
to 10% of its total assets in other investment companies and (ii) up to 15% of
its net assets in illiquid securities.
For temporary defensive purposes and during periods when IMI believes
that circumstances warrant, Ivy Global Science & Technology Fund may invest
without limit in U.S. Government securities, obligations issued by domestic or
foreign banks (including certificates of deposit, time deposits and bankers'
acceptances), and domestic or foreign commercial paper (which, if issued by a
corporation, must be rated Prime-1 by Moody's or A-1 by S&P, or if unrated has
been issued by a company that at the time of investment has an outstanding debt
issue rated Aaa or Aa by Moody's or AAA or AA by S&P). The Fund may also enter
into repurchase agreements, and, for temporary or emergency purposes, may borrow
up to 10% of the value of its total assets from banks.
The Fund may purchase put and call options on stock indices and on
individual securities, provided the premium paid for such options does not
exceed 10% of the value of the Fund's net assets. The Fund may also sell covered
put options with respect to up to 50% of the value of its net assets, and may
write covered call options so long as not more than 20% of the Fund's net assets
is subject to being purchased upon the exercise of the calls. For hedging
purposes only, the Fund may engage in transactions in (and options on) stock
index and foreign currency futures contracts, provided that the Fund's
equivalent exposure in such contracts does not exceed 20% of the value of its
total assets.
INVESTMENT RESTRICTIONS FOR IVY GLOBAL SCIENCE & TECHNOLOGY FUND
Ivy Global Science & Technology Fund's investment objective, as set
forth in the "Summary" section of the Prospectus, and the investment
restrictions set forth below are fundamental policies of the Fund and may not be
changed without the approval of a majority (as defined in the 1940 Act) of the
Fund's outstanding voting shares. Under these restrictions, the Fund may not:
(i) borrow money, except as a temporary measure for extraordinary or emergency
purposes, and provided that the Fund maintains asset coverage of 300% for
all borrowings;
(ii) purchase securities on margin;
(iii) sell securities short, except for short sales "against the box";
(iv) lend any funds or other assets, except that this restriction shall not
prohibit (a) the entry into repurchase agreements, (b) the purchase of
publicly distributed bonds, debentures and other securities of a similar
type, or privately placed municipal or corporate bonds, debentures and
other securities of a type customarily purchased by institutional investors
or publicly traded in the securities markets, or (c) the lending of
portfolio securities (provided that the loan is secured continuously by
collateral consisting of U.S. Government securities or cash or cash
equivalents maintained on a daily marked-to-market basis in an amount at
least equal to the market value of the securities loaned;
(v) participate in an underwriting or selling group in connection with the
public distribution of securities, except for its own capital stock, and
except to the extent that, in connection with the disposition of portfolio
securities, it may be deemed to be an underwriter under the Federal
securities laws;
(vi) purchase from or sell to any of its officers or trustees, or firms of which
any of them are members or which they control, any securities (other than
capital stock of the Fund), but such persons or firms may act as brokers
for the Fund for customary commissions to the extent permitted by the 1940
Act;
(vii)purchase or sell real estate or commodities and commodity contracts,
provided however, that the Fund may purchase securities secured by real
estate or interests therein, or securities issued by companies that invest
in real estate or interests therein, and except that, subject to the
policies and restrictions set forth in the Prospectus and elsewhere in this
SAI, (i) the Fund may enter into futures contracts, and options thereon,
and (ii) the Fund may enter into forward foreign currency contracts and
currency futures contracts, and options thereon;
(viii) make an investment in securities of companies in any one industry (except
obligations of domestic banks or the U.S. Government, its agencies,
authorities, or instrumentalities) if such investment would cause
investments in such industry to exceed 25% of the market value of the
Fund's total assets at the time of such investment;
(ix) issue senior securities, except as appropriate to evidence indebtedness
which it is permitted to incur, and except to the extent that shares of the
separate classes or series of the Trust may be deemed to be senior
securities; provided that collateral arrangements with respect to
currency-related contracts, futures contracts, options or other permitted
investments, including deposits of initial and variation margin, are not
considered to be the issuance of senior securities for purposes of this
restriction; or
(x) purchase securities of any one issuer (except U.S. Government securities)
if as a result more than 5% of the Fund's total assets would be invested in
such issuer or the Fund would owner hold more than 10% of the outstanding
voting securities of that issuer; provided, however, that up to 25% of the
value of the Fund's total assets may be invested without regard to these
limitations.
Under the 1940 Act, the Fund is permitted, subject to the above
investment restrictions, to borrow money only from banks. The Trust has no
current intention of borrowing amounts in excess of 5% of the Fund's assets. The
Fund will continue to interpret fundamental investment restriction (vii) to
prohibit investment in real estate limited partnership interests; this
restriction shall not, however, prohibit investment readily marketable
securities of companies that invest in real estate or interests therein,
including real estate investment trusts.
ADDITIONAL RESTRICTIONS
Ivy Global Science & Technology Fund has adopted the following
additional restrictions, which are not fundamental and which may be changed
without shareholder approval to the extent permitted by applicable law,
regulation or regulatory policy. Under these restrictions, the Fund may not:
(i) invest in oil, gas or other mineral leases or exploration or development
programs;
(ii) invest in companies for the purpose of exercising control management;
(iii)invest more than 5% of its total assets in warrants, valued at the lower
of cost or market, or more than 2% of its total assets in warrants, so
valued, which are not listed on either the New York or American Stock
Exchanges;
(iv) invest more than 15% of its net assets taken at market value at the time of
investment in "illiquid securities." Illiquid securities may include
securities subject to legal or contractual restrictions on resale
(including private placements), repurchase agreements maturing in more than
seven days, certain options traded over the counter that the Fund has
purchased, securities being used to cover certain options that a Fund has
written, securities for which market quotations are not readily available,
or other securities which legally or in IMI's opinion, subject to the
Board's supervision, may be deemed illiquid, but shall not include any
instrument that, due to the existence of a trading market, to the Fund's
compliance with certain conditions intended to provide liquidity, or to
other factors, is liquid.
IVY INTERNATIONAL FUND II
Ivy International Fund II's principal objective is long-term capital
growth primarily through investment in equity securities. Consideration of
current income is secondary to this principal objective. It is anticipated that
at least 65% of the Fund's total assets will be invested in common stocks (and
securities convertible into common stocks) principally traded in European,
Pacific Basin and Latin American markets. Under this investment policy, at least
three different countries (other than the United States) will be represented in
the Fund's overall portfolio holdings. For temporary defensive purposes, the
Fund may also invest in equity securities principally traded in U.S. markets.
IMI, the Fund's investment manager, invests the Fund's assets in a variety of
economic sectors, industry segments and individual securities in order to reduce
the effects of price volatility in any one area and to enable shareholders to
participate in markets that do not necessarily move in concert with U.S.
markets. IMI seeks to identify rapidly expanding foreign economies, and then
searches out growing industries and corporations, focusing on companies with
established records. Individual securities are selected based on value
indicators, such as a low price-earnings ratio, and are reviewed for fundamental
financial strength. Companies in which investments are made will generally have
at least $1 billion in capitalization and a solid history of operations.
When economic or market conditions warrants, the Fund may invest
without limit in U.S. Government securities, investment-grade debt securities
(i.e., those rated Baa or higher by Moody's or BBB or higher by S&P, or if
unrated, considered by IMI to be of comparable quality), preferred stocks,
sponsored or unsponsored ADRs, GDRs, ADSs and GDSs, warrants, or cash or cash
equivalents such as bank obligations (including certificates of deposit and
bankers' acceptances), commercial paper, short-term notes and repurchase
agreements. For temporary or emergency purposes, the Fund may borrow up to 10%
of the value of its total assets from banks. The Fund may also purchase
securities on a "when-issued" or firm commitment basis, and may engage in
foreign currency exchange transactions and enter into forward foreign currency
contracts. The Fund may also invest up to 10% of its total assets in other
investment companies and up to 15% of its net assets in illiquid securities.
The Fund may purchase put and call options on securities and stock
indices, provided the premium paid for such options does not exceed 5% of the
Fund's net assets. The Fund may also sell covered put options with respect to up
to 10% of the value of its net assets, and may write covered call options so
long as not more than 25% of the Fund's net assets is subject to being purchased
upon the exercise of the calls. For hedging purposes only, the Fund may engage
in transactions in (and options on) stock index and foreign currency futures
contracts, provided that the Fund's equivalent exposure in such contracts does
not exceed 15% of its total assets.
INVESTMENT RESTRICTIONS FOR
IVY INTERNATIONAL FUND II
Ivy International Fund II's investment objectives as set forth in the
"Summary" section of the Prospectus, together with the investment restrictions
set forth below, are fundamental policies of the Fund and may not be changed
without the approval of a majority of the outstanding voting shares of the Fund.
Under these restrictions, the Fund may not:
(i) make an investment in securities of companies in any one industry (except
obligation of domestic banks or the U.S. Government, its agencies,
authorities, or instrumentalities) if such investment would cause
investments in such industry to exceed 25% of the market value of the
Fund's total assets at the time of such investment;
(ii) issue senior securities, except as appropriate to evidence indebtedness
which it is permitted to incur, and except to the extent that shares of the
separate classes or series of the Trust may be deemed to be senior
securities; provided that collateral arrangements with respect to
currency-related contracts, futures contracts, options or other permitted
investments, including deposits of initial and variation margin, are not
considered to be the issuance of senior securities for purposes of this
restriction;
(iii)participate in an underwriting or selling group in connection with the
public distribution of securities except for its own capital stock;
(iv) purchase from or sell to any of its officers or trustees, or firms of which
any of them are members or which they control, any securities (other than
capital stock of the Fund), but such persons or firms may act as brokers
for the Fund for customary commissions to the extent permitted by the
Investment Company Act of 1940;
(v) purchase securities on margin, except such short-term credits as are
necessary for the clearance of transactions, but the Fund may make margin
deposits in connection with transactions in options, futures and options on
futures;
(vi) make loans, except this restriction shall not prohibit (a) the purchase and
holding of a portion of an issue of publicly distributed debt securities,
(b) the entry into repurchase agreements with banks or broker-dealers, or
(c) the lending of the Fund's portfolio securities in accordance with
applicable guidelines established by the Securities and Exchange Commission
(the "SEC") and any guidelines established by the Trust's Trustees;
(vii)borrow money, except as a temporary measure for extraordinary or emergency
purposes, and provided that the Fund maintains assets coverage of 300% for
all borrowings;
(viii) invest more than 5% of the value of its total assets in the securities of
any one issuer (except obligations of domestic banks or the U.S.
Government, its agencies, authorities and instrumentalities);
(ix) purchase the securities of any other open-end investment company, except as
part of a plan of merger or consolidations; or
(x) purchase or sell real estate or commodities and commodity contracts.
Ivy International Fund II will continue to interpret fundamental
investment restriction (x) above to prohibit investment in real estate limited
partnership interests; this restriction shall not, however, prohibit investment
in readily marketable securities of companies that invest in real estate or
interests therein, including real estate investment trusts.
Under the Investment Company Act of 1940, the Fund is permitted,
subject to its investment restrictions, to borrow money only from banks. The
Trust has no current intention of borrowing amounts in excess of 5% of the
Fund's assets.
ADDITIONAL RESTRICTIONS
Ivy International Fund II has adopted the following additional
restrictions, which are not fundamental and which may be changed without
shareholder approval, to the extent permitted by applicable law, regulation or
regulatory policy.
Under these restrictions, the Fund may not:
(i) invest in oil, gas or other mineral leases or exploration or development
programs;
(ii) invest in companies for the purpose of exercising control of management;
(iii)invest more than 5% of its total assets in warrants, valued at the lower
of cost or market, or more than 2% of its total assets in warrants, so
valued, which are not listed on either the New York or American Stock
Exchanges; or
(iv) sell securities short, except for short sales, "against the box."
IVY INTERNATIONAL SMALL COMPANIES FUND
Ivy International Small Companies Fund's principal investment objective
is long-term growth primarily through investment in foreign equity securities.
Consideration of current income is secondary to this principal objective. Under
normal circumstances the Fund invests at least 65% of its total assets in common
and preferred stocks (and securities convertible into common stocks) of foreign
issuers having total market capitalization of less than $1 billion. Under this
investment policy, at least three different countries (other than the United
States) will be represented in the Fund's overall portfolio holdings. For
temporary defensive purposes, the Fund may also invest in equity securities
principally traded in the United States. The Fund will invest its assets in a
variety of economic sectors, industry segments and individual securities in
order to reduce the effects of price volatility in any area and to enable
shareholders to participate in markets that do not necessarily move in concert
with the U.S. market. The factors that IMI considers in determining the
appropriate distribution of investments among various countries and regions
include prospects for relative economic growth, expected levels of inflation,
government policies influencing business conditions and the outlook for currency
relationships.
In selecting the Fund's investments, IMI will seek to identify
securities that are attractively priced relative to their intrinsic value. The
intrinsic value of a particular security is analyzed by reference to
characteristics such as relative price-earnings ratio, dividend yield and other
relevant factors (such as applicable financial, tax, social and political
conditions).
When economic or market conditions warrant, the Fund may invest without
limit in U.S. Government securities, investment-grade debt securities, zero
coupon bonds, preferred stocks, warrants, or cash or cash equivalents such as
bank obligations (including certificates of deposit and bankers' acceptances),
commercial paper, short-term notes and repurchase agreements. The Fund may also
invest up to 5% of its net assets in debt securities rated Ba or below by
Moody's or BB or below by S&P, or if unrated, are considered by IMI to be of
comparable quality (commonly referred to as "high yield" or "junk" bonds). The
Fund will not invest in debt securities rated less than C by either Moody's or
S&P.
For temporary or emergency purposes, Ivy International Small Companies
Fund may borrow up to one-third of the value of its total assets from banks, but
may not purchase securities at any time during which the value of the Fund's
outstanding loans exceeds 10% of the value of the Fund's assets. The Fund may
engage in foreign currency exchange transactions and enter into forward foreign
currency contracts. The Fund may also invest (i) up to 10% of its total assets
in other investment companies and (ii) up to 15% of its net assets in illiquid
securities.
The Fund may purchase put and call options on securities and stock
indices, provided the premium paid for such options does not exceed 5% of the
Fund's net assets. The Fund may also sell covered put options with respect to up
to 10% of the value of its net assets, and may write covered call options so
long as not more than 25% of the Fund's net assets is subject to being purchased
upon the exercise of the calls. For hedging purposes only, the Fund may engage
in transactions in stock index and foreign currency futures contracts, provided
that the Fund's equivalent exposure in such contracts does not exceed 15% of its
total assets.
INVESTMENT RESTRICTIONS FOR IVY INTERNATIONAL SMALL COMPANIES FUND
Ivy International Small Companies Fund's investment objectives as set
forth in the "Summary" section of the Prospectus, together with the investment
restrictions set forth below, are fundamental policies of the Fund and may not
be changed without the approval of a majority of the outstanding voting shares
of the Fund. Under these restrictions, the Fund may not:
(i) Invest in real estate, real estate mortgage loans, commodities or interests
in oil, gas and/or mineral exploration or development programs, although
(a) the Fund may purchase and sell marketable securities of issuers which
are secured by real estate, (b) the Fund may purchase and sell securities
of issuers which invest or deal in real estate, (c) the Fund may enter into
forward foreign currency contracts as described in the Fund's prospectus,
and (d) the Fund may write or buy puts, calls, straddles or spreads and may
invest in commodity futures contracts and options on futures contracts;
(ii) Make investments in securities for the purpose of exercising control over
or management of the issuer;
(iii)Purchase securities on margin, except such short-term credits as are
necessary for the clearance of transactions, but the Fund may make margin
deposits in connection with transactions in options, futures and options on
futures;
(iv) Make loans, except that this restriction shall not prohibit (a) the
purchase and holding of a portion of an issue of publicly distributed debt
securities, (b) the entry into repurchase agreements with banks or
broker-dealers, or (c) the lending of portfolio securities in accordance
with applicable guidelines established by the Securities and Exchange
Commission ("SEC") and any guidelines established by the Trust's Trustees;
(v) Borrow money, except as a temporary measure for extraordinary or emergency
purposes, and provided that the Fund maintains asset coverage of 300% for
all borrowings;
(vi) Lend any funds or other assets, except that this restriction shall not
prohibit (a) the entry into repurchase agreements, (b) the purchase of
publicly distributed bonds, debentures and other securities of a similar
type, or privately placed municipal or corporate bonds, debentures and
other securities of a type customarily purchased by institutional investors
or publicly traded in the securities markets, or (c) the lending of
portfolio securities (provided that the loan is secured continuously by
collateral consisting of U.S. Government securities or cash or cash
equivalents maintained on a daily marked-to-market basis in an amount at
least equal to the market value of the securities loaned);
(vii)Purchase securities of any one issuer (except U.S. Government securities)
if as a result more than 5% of the Fund's total assets would be invested in
such issuer or the Fund would own or hold more than 10% of the outstanding
voting securities of that issuer; provided, however, that up to 25% of the
value of the Fund's total assets may be invested without regard to these
limitations;
(viii) Make an investment in securities of companies in any one industry (except
obligations of domestic banks or the U.S. Government, its agencies,
authorities, or instrumentalities), if such investment would cause
investments in such industry to exceed 25% of the market value of the
Fund's total assets at the time of such investment;
(ix) Act as an underwriter of securities, except to the extent that, in
connection with the sale of securities, it may be deemed to be an
underwriter under applicable securities laws; or
(x) Issue senior securities, except as appropriate to evidence indebtedness
which it is permitted to incur, and except to the extent that shares of the
separate classes or series of the Trust may be deemed to be senior
securities; provided that collateral arrangements with respect to
currency-related contracts, futures contracts, options or other permitted
investments, including deposits of initial and variation margin, are not
considered to be the issuance of senior securities for purposes of this
restriction.
<PAGE>
ADDITIONAL RESTRICTIONS
Ivy International Small Companies Fund has adopted the following
additional restrictions, which are not fundamental and which may be changed
without shareholder approval, to the extent permitted by applicable law,
regulation or regulatory policy.
Under these restrictions, the Fund may not:
(i) purchase or sell real estate limited partnership interests;
(ii) purchase or sell interests in oil, gas and mineral leases (other than
securities of companies that invest in or sponsor such programs);
(iii)invest more than 15% of its net assets taken at market value at the time of
the investment in "illiquid securities;" illiquid securities may include
securities subject to legal or contractual restrictions on resale
(including private placements), repurchase agreements maturing in more than
seven days, certain options traded over the counter that the Fund has
purchased, securities being used to cover certain options that the Fund has
written, securities for which market quotations are not readily available,
or other securities which legally or in IMI's opinion, subject to the
Board's supervision, may be deemed illiquid, but shall not include any
instrument that, due to the existence of a trading market, to the Fund's
compliance with certain conditions intended to provide liquidity, or to
other factors, is liquid;
(iv) purchase securities of other investment companies, except in connection
with a merger, consolidation or sale of assets, and except that the Fund
may purchase shares of other investment companies subject to such
restrictions as may be imposed by the Investment Company Act of 1940 (the
"1940 Act") and rules thereunder;
(v) sell securities short, except for short sales "against the box;" or
(vi) participate on a joint or a joint and several basis in any trading account
in securities. The "bunching" of orders of the Fund and of other accounts
under the investment management of the Fund's investment adviser, for the
sale or purchase of portfolio securities shall not be considered
participation in a joint securities trading account.
IVY PAN-EUROPE FUND
Ivy Pan-Europe Fund's principal investment objective is long-term
capital growth. Consideration of current income is secondary to this principal
objective. The Fund seeks to achieve its investment objective by investing
primarily in the equity securities of companies domiciled or otherwise doing
business (as described below) in European countries. Under normal circumstances,
the Fund will invest at least 65% of its total assets in the equity securities
of "European companies," which include any issuer (a) that is organized under
the laws of a European country; (b) that derives 50% or more of its total
revenues from goods produced or sold investments made or services performed in
Europe; or (c) for which the principal trading market is in Europe. The Fund may
also invest up to 35% of its total assets in the equity securities of issuers
domiciled outside of Europe. The equity securities in which the Fund may invest
include common stock, preferred stock and common stock equivalents such as
warrants and convertible debt securities. The Fund may also invest in sponsored
or unsponsored ADRs, European Depository Receipts ("EDRs"), GDRs, ADSs, European
Depository Shares ("EDSs") and GDSs. The Fund does not expect to concentrate its
investments in any particular industry.
The Fund may invest up to 35% of its net assets in debt securities, but
will not invest more than 20% of its net assets in debt securities rated Ba or
below by Moody's or BB or below by S&P, or if unrated, considered by IMI to be
of comparable quality (commonly referred to as "high yield" or "junk" bonds).
The Fund will not invest in debt securities rated less than C by either Moody's
or S&P. The Fund may also purchase securities on a "when issued" or firm
commitment basis, engage in foreign currency exchange transactions and enter
into forward foreign currency contracts. In addition, the Fund may invest up to
5% of its net assets in zero coupon bonds.
For temporary defensive purposes or when IMI believes that
circumstances warrant, the Fund may invest without limit in U.S. Government
securities, investment-grade debt securities (i.e., those rated Baa or higher by
Moody's or BBB or higher by S&P, or if unrated, considered by IMI to be of
comparable quality), warrants, and cash or cash equivalents such as domestic or
foreign bank obligations (including certificates of deposit, time deposits and
bankers' acceptances), short-term notes, repurchase agreements, and domestic or
foreign commercial paper (which, if issued by a corporation, must be rated
Prime-1 by Moody's or A-1 by S&P, or if unrated has been issued by a company
that at the time of investment has an outstanding debt issue rated Aaa or Aa by
Moody's or AAA or AA by S&P).
For temporary or emergency purposes, Ivy Pan-Europe Fund may borrow up
to one-third of its total assets from banks, but may not purchase securities at
any time during which the value of the Fund's outstanding loans exceeds 10% of
the value of the Fund's total assets. The Fund may also invest (i) up to 10% of
its total assets in other investment companies, and (ii) up to 15% of its net
assets in illiquid securities.
The Fund may purchase put and call options on securities and stock
indices, provided the premium paid for such options does not exceed 5% of the
Fund's net assets. The Fund may also sell covered put options with respect to up
to 10% of the value of its net assets, and may write covered call options so
long as not more than 25% of the Fund's net assets is subject to being purchased
upon the exercise of the calls. For hedging purposes only, the Fund may engage
in transactions in (and options on) stock index and foreign currency futures
contracts, provided that the Fund's equivalent exposure in such contracts does
not exceed 15% of its total assets.
INVESTMENT RESTRICTIONS FOR IVY PAN-EUROPE FUND
Ivy Pan-Europe Fund's investment objectives as set forth in the
"Summary" section of the Prospectus, together with the investment restrictions
set forth below, are fundamental policies of the Fund and may not be changed
without the approval of a majority of the outstanding voting shares of the Fund.
Under these restrictions, the Fund may not:
(i) Invest in real estate, real estate mortgage loans, commodities or interests
in oil, gas and/or mineral exploration or development programs, although
(a) the Fund may purchase and sell marketable securities of issuers which
are secured by real estate, (b) the Fund may purchase and sell securities
of issuers which invest or deal in real estate, (c) the Fund may enter into
forward foreign currency contracts as described in the Fund's prospectus,
and (d) the Fund may write or buy puts, calls, straddles or spreads and may
invest in commodity futures contracts and options on futures contracts.
(ii) Make investments in securities for the purpose of exercising control over
or management of the issuer;
(iii)Purchase securities on margin, except such short-term credits as are
necessary for the clearance of transactions, but the Fund may make margin
deposits in connection with transactions in options, futures and options on
futures;
(iv) Make loans, except that this restriction shall not prohibit (a) the
purchase and holding of a portion of an issue of publicly distributed debt
securities, (b) the entry into repurchase agreements with banks or
broker-dealers, or (c) the lending of portfolio securities in accordance
with applicable guidelines established by the Securities and Exchange
Commission ("SEC") and any guidelines established by the Trust's Trustees;
(v) Borrow money, except as a temporary measure for extraordinary or emergency
purposes, and provided that the Fund maintains asset coverage of 300% for
all borrowings;
(vi) Purchase securities of any one issuer (except U.S. Government securities)
if as a result more than 5% of the Fund's total assets would be invested in
such issuer or the Fund would own or hold more than 10% of the outstanding
voting securities of that issuer; provided, however, that up to 25% of the
value of the Fund's total assets may be invested without regard to these
limitations;
(vii)Make an investment in securities of companies in any one industry (except
obligations of domestic banks or the U.S. Government, its agencies,
authorities, or instrumentalities), if such investment would cause
investments in such industry to exceed 25% of the market value of the
Fund's total assets at the time of such investment;
(viii) Act as an underwriter of securities, except to the extent that, in
connection with the sale of securities, it may be deemed to be an
underwriter under applicable securities laws; or
(ix) Issue senior securities, except as appropriate to evidence indebtedness
which it is permitted to incur, and except to the extent that shares of the
separate classes or series of the Trust may be deemed to be senior
securities; provided that collateral arrangements with respect to
currency-related contracts, futures contracts, options or other permitted
investments, including deposits of initial and variation margin, are not
considered to be the issuance of senior securities for purposes of this
restriction.
ADDITIONAL RESTRICTIONS
Ivy Pan-Europe Fund has adopted the following additional restrictions,
which are not fundamental and which may be changed without shareholder approval,
to the extent permitted by applicable law, regulation or regulatory policy.
Under these restrictions, the Fund may not:
(i) purchase or sell real estate limited partnership interests;
(ii) purchase or sell interests in oil, gas and mineral leases
(other than securities of companies that invest in or sponsor
such programs);
(iii) invest more than 15% of its net assets taken at market value at
the time of the investment in "illiquid securities." Illiquid
securities may include securities subject to legal or contractual
restrictions on resale (including private placements), repurchase
agreements maturing in more than seven days, certain options
traded over the counter that the Fund has purchased, securities
being used to cover certain options that the Fund has written,
securities for which market quotations are not readily available,
or other securities which legally or in IMI's opinion, subject to
the Board's supervision, may be deemed illiquid, but shall not
include any instrument that, due to the existence of a trading
market, to the Fund's compliance with certain conditions intended
to provide liquidity, or to other factors, is liquid;
(iv) purchase securities of other investment companies, except in
connection with a merger, consolidation or sale of assets, and
except that it may purchase shares of other investment
companies subject to such restrictions as may be imposed by
the Investment Company Act of 1940 and rules thereunder;
(v) sell securities short, except for short sales "against the box;"
or
(vi) participate on a joint or a joint and several basis in any
trading account in securities. The "bunching" of orders of the
Fund and of other accounts under the investment management of
the Fund's Investment Manager, for the sale or purchase of
portfolio securities shall not be considered participation in
a joint securities trading account.
COMMON STOCKS
Common stock can be issued by companies to raise cash; all common stock
shares represent a proportionate ownership interest in a company. As a result,
the value of common stock rises and falls with a company's success or failure.
The market value of common stock can fluctuate significantly, with smaller
companies being particularly susceptible to price swings. Transaction costs in
smaller company stocks may also be higher than those of larger companies.
CONVERTIBLE SECURITIES
The convertible securities in which each Fund may invest include
corporate bonds, notes, debentures, preferred stock and other securities that
may be converted or exchanged at a stated or determinable exchange ratio into
underlying shares of common stock. Investments in convertible securities can
provide income through interest and dividend payments as well as an opportunity
for capital appreciation by virtue of their conversion or exchange features.
Because convertible securities can be converted into equity securities, their
values will normally vary in some proportion with those of the underlying equity
securities. Convertible securities usually provide a higher yield than the
underlying equity, however, so that the price decline of a convertible security
may sometimes be less substantial than that of the underlying equity security.
The exchange ratio for any particular convertible security may be adjusted from
time to time due to stock splits, dividends, spin-offs, other corporate
distributions or scheduled changes in the exchange ratio. Convertible debt
securities and convertible preferred stocks, until converted, have general
characteristics similar to both debt and equity securities. Although to a lesser
extent than with debt securities generally, the market value of convertible
securities tends to decline as interest rates increase and, conversely, tends to
increase as interest rates decline. In addition, because of the conversion or
exchange feature, the market value of convertible securities typically changes
as the market value of the underlying common stock changes, and, therefore, also
tends to follow movements in the general market for equity securities. When the
market price of the underlying common stock increases, the price of a
convertible security tends to rise as a reflection of the value of the
underlying common stock, although typically not as much as the price of the
underlying common stock. While no securities investments are without risk,
investments in convertible securities generally entail less risk than
investments in common stock of the same issuer.
As debt securities, convertible securities are investments that provide
for a stream of income. Like all debt securities, there can be no assurance of
income or principal payments because the issuers of the convertible securities
may default on their obligations. Convertible securities generally offer lower
yields than non-convertible securities of similar quality because of their
conversion or exchange features.
Convertible securities generally are subordinated to other similar but
non-convertible securities of the same issuer, although convertible bonds, as
corporate debt obligations, are senior in right of payment to all equity
securities, and convertible preferred stock is senior to common stock, of the
same issuer. However, convertible bonds and convertible preferred stock
typically have lower coupon rates than similar non-convertible securities.
Convertible securities may be issued as fixed income obligations that pay
current income.
SMALL COMPANIES
Investing in smaller company stocks involves certain special
considerations and risks that are not usually associated with investing in
larger, more established companies. For example, the securities of small or new
companies may be subject to more abrupt or erratic market movements because they
tend to be thinly traded and are subject to a greater degree to changes in the
issuer's earnings and prospects. Small companies also tend to have limited
product lines, markets or financial resources. Transaction costs in smaller
company stocks also may be higher than those of larger companies.
NATURAL RESOURCES AND PHYSICAL COMMODITIES
Since Ivy Global Natural Resources Fund normally invests a substantial
portion of its assets in securities of companies engaged in natural resources
activities, that Fund may be subject to greater risks and market fluctuations
than funds with more diversified portfolios. The value of the Fund's securities
will fluctuate in response to market conditions generally, and will be
particularly sensitive to the markets for those natural resources in which a
particular issuer is involved. The values of natural resources may also
fluctuate directly with respect to real and perceived inflationary trends and
various political developments. In selecting the Fund's portfolio of
investments, MFC will consider each company's ability to create new products,
secure any necessary regulatory approvals, and generate sufficient customer
demand. A company's failure to perform well in any one of these areas, however,
could cause its stock to decline sharply.
Natural resource industries throughout the world may be subject to
greater political, environmental and other governmental regulation than many
other industries. Changes in governmental policies and the need for regulatory
approvals may have an adverse effect on the products and services of natural
resources companies. For example, the exploration, development and distribution
of coal, oil and gas in the United States are subject to significant Federal and
state regulation, which may affect rates of return on such investments and the
kinds of services that may be offered to companies in those industries. In
addition, many natural resource companies have been subject to significant costs
associated with compliance with environmental and other safety regulations. Such
regulations may also hamper the development of new technologies. The direction,
type or effect of any future regulations affecting natural resource industries
are virtually impossible to predict.
Ivy Global Natural Resources Fund's investments in precious metals
(such as gold) and other physical commodities are considered speculative and
subject to special risk considerations, including substantial price fluctuations
over short periods of time. On the other hand, investments in precious metals
coins or bullion could help to moderate fluctuations in the value of the Fund's
portfolio, since the prices of precious metals have at times tended not to
fluctuate as widely as shares of issuers engaged in the mining of precious
metals. Because precious metals and other commodities do not generate investment
income, however, the return on such investments will be derived solely from the
appreciation and depreciation on such investments. The Fund may also incur
storage and other costs relating to its investments in precious metals and other
commodities, which may, under certain circumstances, exceed custodial and
brokerage costs associated with investments in other types of securities. When
the Fund purchases a precious metal, MFC currently intends that it will only be
in a form that is readily marketable. Under current U.S. tax law, the Fund may
not receive more than 10% of its yearly income from gains resulting from selling
precious metals or any other physical commodity. Accordingly, the Fund may be
required to hold its precious metals or sell them at a loss, or to sell its
portfolio securities at a gain, when for investment reasons it would not
otherwise do so.
DEBT SECURITIES
IN GENERAL Investment in debt securities involves both interest rate
and credit risk. Generally, the value of debt instruments rises and falls
inversely with fluctuations in interest rates. As interest rates decline, the
value of debt securities generally increases. Conversely, rising interest rates
tend to cause the value of debt securities to decrease. Bonds with longer
maturities generally are more volatile than bonds with shorter maturities. The
market value of debt securities also varies according to the relative financial
condition of the issuer. In general, lower-quality bonds offer higher yields due
to the increased risk that the issuer will be unable to meet its obligations on
interest or principal payments at the time called for by the debt instrument.
INVESTMENT-GRADE DEBT SECURITIES. Bonds rated Aaa by Moody's Investors
Service, Inc. ("Moody's") and AAA by Standard & Poor's Ratings Group ("S&P") are
judged to be of the best quality (i.e., capacity to pay interest and repay
principal is extremely strong). Bonds rated Aa/AA are considered to be of high
quality (i.e., capacity to pay interest and repay principal is very strong and
differs from the highest rated issues only to a small degree). Bonds rated A are
viewed as having many favorable investment attributes, but elements may be
present that suggest a susceptibility to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.
Bonds rated Baa/BBB (considered by Moody's to be "medium grade" obligations) are
considered to have an adequate capacity to pay interest and repay principal, but
certain protective elements may be lacking (i.e., such bonds lack outstanding
investment characteristics and have some speculative characteristics). Each Fund
may invest in debt securities that are given an investment-grade rating by
Moody's or S&P, and may also invest in unrated debt securities that are
considered by IMI to be of comparable quality.
LOW-RATED DEBT SECURITIES. Securities rated lower than Baa by Moody's
or BBB by S&P, and comparable unrated securities (commonly referred to as "high
yield" or "junk" bonds), including many emerging markets bonds, are considered
to be predominantly speculative with respect to the issuer's continuing ability
to meet principal and interest payments. The lower the ratings of corporate debt
securities, the more their risks render them like equity securities. Such
securities carry a high degree of risk (including the possibility of default or
bankruptcy of the issuers of such securities), and generally involve greater
volatility of price and risk of principal and income (and may be less liquid)
than securities in the higher rating categories. (See Appendix A for a more
complete description of the ratings assigned by Moody's and S&P and their
respective characteristics.)
Lower rated and unrated securities are especially subject to adverse
changes in general economic conditions and to changes in the financial condition
of their issuers. Economic downturns may disrupt the high yield market and
impair the ability of issuers to repay principal and interest. Also, an increase
in interest rates would likely have an adverse impact on the value of such
obligations. During an economic downturn or period of rising interest rates,
highly leveraged issuers may experience financial stress which could adversely
affect their ability to service their principal and interest payment
obligations. Prices and yields of high yield securities will fluctuate over time
and, during periods of economic uncertainty, volatility of high yield securities
may adversely affect a Fund's net asset value. In addition, investments in high
yield zero coupon or pay-in-kind bonds, rather than income-bearing high yield
securities, may be more speculative and may be subject to greater fluctuations
in value due to changes in interest rates.
Changes in interest rates may have a less direct or dominant impact on
high yield bonds than on higher quality issues of similar maturities. However,
the price of high yield bonds can change significantly or suddenly due to a host
of factors including changes in interest rates, fundamental credit quality,
market psychology, government regulations, U.S. economic growth and, at times,
stock market activity. High yield bonds may contain redemption or call
provisions. If an issuer exercises these provisions in a declining interest rate
market, a Fund may have to replace the security with a lower yielding security.
The trading market for high yield securities may be thin to the extent
that there is no established retail secondary market or because of a decline in
the value of such securities. A thin trading market may limit the ability of
each Fund to accurately value high yield securities in the Fund's portfolio,
could adversely affect the price at which a Fund could sell such securities, and
cause large fluctuations in the daily net asset value of a Fund's shares.
Adverse publicity and investor perceptions, whether or not based on fundamental
analysis, may decrease the value and liquidity of low-rated debt securities,
especially in a thinly traded market. When secondary markets for high yield
securities become relatively less liquid, it may be more difficult to value the
securities, requiring additional research and elements of judgment. These
securities may also involve special registration responsibilities, liabilities
and costs, and liquidity and valuation difficulties.
Credit quality in the high yield securities market can change suddenly
and unexpectedly, and even recently issued credit ratings may not fully reflect
the actual risks posed by a particular high yield security. For these reasons,
it is the policy of IMI not to rely exclusively on ratings issued by established
credit rating agencies, but to supplement such ratings with its own independent
and on-going review of credit quality. The achievement of each Fund's investment
objectives by investment in such securities may be more dependent on IMI's
credit analysis than is the case for higher quality bonds. Should the rating of
a portfolio security be downgraded, IMI will determine whether it is in the best
interest of each Fund to retain or dispose of such security. However, should any
individual bond held by any Fund be downgraded below a rating of C, IMI
currently intends to dispose of such bond based on then existing market
conditions.
Prices for high yield securities may be affected by legislative and
regulatory developments. For example, Federal rules require savings and loan
institutions to gradually reduce their holdings of this type of security. Also,
Congress has from time to time considered legislation that would restrict or
eliminate the corporate tax deduction for interest payments in these securities
and regulate corporate restructurings. Such legislation may significantly
depress the prices of outstanding securities of this type.
U.S. GOVERNMENT SECURITIES. U.S. Government securities are obligations of,
or guaranteed by, the U.S. Government, its agencies or instrumentalities.
Securities guaranteed by the U.S. Government include: (1) direct obligations of
the U.S. Treasury (such as Treasury bills, notes, and bonds) and (2) Federal
agency obligations guaranteed as to principal and interest by the U.S. Treasury
(such as GNMA certificates, which are mortgage-backed securities). When such
securities are held to maturity, the payment of principal and interest is
unconditionally guaranteed by the U.S. Government, and thus they are of the
highest possible credit quality. U.S. Government securities that are not held to
maturity are subject to variations in market value due to fluctuations in
interest rates.
Mortgage-backed securities are securities representing part ownership
of a pool of mortgage loans. For example, GNMA certificates are such securities
in which the timely payment of principal and interest is guaranteed by the full
faith and credit of the U.S. Government. Although the mortgage loans in the pool
will have maturities of up to 30 years, the actual average life of the loans
typically will be substantially less because the mortgages will be subject to
principal amortization and may be prepaid prior to maturity. Prepayment rates
vary widely and may be affected by changes in market interest rates. In periods
of falling interest rates, the rate of prepayment tends to increase, thereby
shortening the actual average life of the security. Conversely, rising interest
rates tend to decrease the rate of prepayments, thereby lengthening the actual
average life of the security (and increasing the security's price volatility).
Accordingly, it is not possible to predict accurately the average life of a
particular pool. Reinvestment of prepayment may occur at higher or lower rates
than the original yield on the certificates. Due to the prepayment feature and
the need to reinvest prepayments of principal at current rates, mortgage-backed
securities can be less effective than typical bonds of similar maturities at
"locking in" yields during periods of declining interest rates, and may involve
significantly greater price and yield volatility than traditional debt
securities. Such securities may appreciate or decline in market value during
periods of declining or rising interest rates, respectively.
Securities issued by U.S. Government instrumentalities and certain
Federal agencies are neither direct obligations of nor guaranteed by the U.S.
Treasury; however, they involve Federal sponsorship in one way or another. Some
are backed by specific types of collateral, some are supported by the issuer's
right to borrow from the Treasury, some are supported by the discretionary
authority of the Treasury to purchase certain obligations of the issuer, others
are supported only by the credit of the issuing government agency or
instrumentality. These agencies and instrumentalities include, but are not
limited to, Federal Land Banks, Farmers Home Administration, Central Bank for
Cooperatives, Federal Intermediate Credit Banks, Federal Home Loan Banks,
Federal National Mortgage Association, Federal Home Loan Mortgage Association,
and Student Loan Marketing Association.
ZERO COUPON BONDS. Zero coupon bonds are debt obligations issued
without any requirement for the periodic payment of interest. Zero coupon bonds
are issued at a significant discount from face value. The discount approximates
the total amount of interest the bonds would accrue and compound over the period
until maturity at a rate of interest reflecting the market rate at the time of
issuance. If a Fund holds zero coupon bonds in its portfolio, it would recognize
income currently for Federal income tax purposes in the amount of the unpaid,
accrued interest and generally would be required to distribute dividends
representing such income to shareholders currently, even though funds
representing such income would not have been received by the Fund. Cash to pay
dividends representing unpaid, accrued interest may be obtained from, for
example, sales proceeds of portfolio securities and Fund shares and from loan
proceeds. The potential sale of portfolio securities to pay cash distributions
from income earned on zero coupon bonds may result in a Fund being forced to
sell portfolio securities at a time when it might otherwise choose not to sell
these securities and when the Fund might incur a capital loss on such sales.
Because interest on zero coupon obligations is not distributed to each Fund on a
current basis, but is in effect compounded, the value of the securities of this
type is subject to greater fluctuations in response to changing interest rates
than the value of debt obligations which distribute income regularly.
FIRM COMMITMENT AGREEMENTS AND "WHEN-ISSUED" SECURITIES. New issues of
certain debt securities are often offered on a "when-issued" basis, meaning the
payment obligation and the interest rate are fixed at the time the buyer enters
into the commitment, but delivery and payment for the securities normally take
place after the date of the commitment to purchase. Firm commitment agreements
call for the purchase of securities at an agreed-upon price on a specified
future date. The Fund uses such investment techniques in order to secure what is
considered to be an advantageous price and yield to the Fund and not for
purposes of leveraging the Fund's assets. In either instance, the Fund will
maintain in a segregated account with its Custodian cash or liquid securities
equal (on a daily marked-to-market basis) to the amount of its commitment to
purchase the underlying securities.
ILLIQUID SECURITIES
Each Fund may purchase securities other than in the open market. While such
purchases may often offer attractive opportunities for investment not otherwise
available on the open market, the securities so purchased are often "restricted
securities" or "not readily marketable" (i.e., they cannot be sold to the public
without registration under the Securities Act of 1933, as amended (the "1933
Act"), or the availability of an exemption from registration (such as Rule 144A)
or because they are subject to other legal or contractual delays in or
restrictions on resale). This investment practice, therefore, could have the
effect of increasing the level of illiquidity of each Fund. It is each Fund's
policy that illiquid securities (including repurchase agreements of more than
seven days duration, certain restricted securities, and other securities which
are not readily marketable) may not constitute, at the time of purchase, more
than 15% of the value of the Fund's net assets. The Trust's Board of Trustees
has approved guidelines for use by IMI in determining whether a security is
illiquid.
Generally speaking, restricted securities may be sold (i) only to
qualified institutional buyers; (ii) in a privately negotiated transaction to a
limited number of purchasers; (iii) in limited quantities after they have been
held for a specified period of time and other conditions are met pursuant to an
exemption from registration; or (iv) in a public offering for which a
registration statement is in effect under the 1933 Act. Issuers of restricted
securities may not be subject to the disclosure and other investor protection
requirements that would be applicable if their securities were publicly traded.
If adverse market conditions were to develop during the period between a Fund's
decision to sell a restricted or illiquid security and the point at which the
Fund is permitted or able to sell such security, the Fund might obtain a price
less favorable than the price that prevailed when it decided to sell. Where a
registration statement is required for the resale of restricted securities, a
Fund may be required to bear all or part of the registration expenses. Each Fund
may be deemed to be an "underwriter" for purposes of the 1933 Act when selling
restricted securities to the public and, in such event, the Fund may be liable
to purchasers of such securities if the registration statement prepared by the
issuer is materially inaccurate or misleading.
Since it is not possible to predict with assurance that the market for
securities eligible for resale under Rule 144A will continue to be liquid, IMI
will monitor such restricted securities subject to the supervision of the Board
of Trustees. Among the factors IMI may consider in reaching liquidity decisions
relating to Rule 144A securities are: (1) the frequency of trades and quotes for
the security; (2) the number of dealers wishing to purchase or sell the security
and the number of other potential purchasers; (3) dealer undertakings to make a
market in the security; and (4) the nature of the security and the nature of the
market for the security (i.e., the time needed to dispose of the security, the
method of soliciting offers, and the mechanics of the transfer).
FOREIGN SECURITIES
The securities of foreign issuers in which each Fund may invest include
non-U.S. dollar-denominated debt securities, Euro dollar securities, sponsored
and unsponsored American Depository Receipts ("ADRs"), Global Depository
Receipts ("GDRs") and related depository instruments, American Depository Shares
("ADSs"), Global Depository Shares ("GDSs"), and debt securities issued, assumed
or guaranteed by foreign governments or political subdivisions or
instrumentalities thereof. Shareholders should consider carefully the
substantial risks involved in investing in securities issued by companies and
governments of foreign nations, which are in addition to the usual risks
inherent in each Fund's domestic investments.
Although IMI intends to invest each Fund's assets only in nations that
are generally considered to have relatively stable and friendly governments,
there is the possibility of expropriation, nationalization, repatriation or
confiscatory taxation, taxation on income earned in a foreign country and other
foreign taxes, foreign exchange controls (which may include suspension of the
ability to transfer currency from a given country), default on foreign
government securities, political or social instability or diplomatic
developments which could affect investments in securities of issuers in those
nations. In addition, in many countries there is less publicly available
information about issuers than is available for U.S. companies. Moreover,
foreign companies are not generally subject to uniform accounting, auditing and
financial reporting standards, and auditing practices and requirements may not
be comparable to those applicable to U.S. companies. In many foreign countries,
there is less governmental supervision and regulation of business and industry
practices, stock exchanges, brokers, and listed companies than in the United
States. Foreign securities transactions may also be subject to higher brokerage
costs than domestic securities transactions. The foreign securities markets of
many of the countries in which each Fund may invest may also be smaller, less
liquid and subject to greater price volatility than those in the United States.
In addition, each Fund may encounter difficulties or be unable to pursue legal
remedies and obtain judgment in foreign courts.
Foreign bond markets have different clearance and settlement procedures
and in certain markets there have been times when settlements have been unable
to keep pace with the volume of securities transactions, making it difficult to
conduct such transactions. Delays in settlement could result in temporary
periods when assets of a Fund are uninvested and no return is earned thereon.
The inability of a Fund to make intended security purchases due to settlement
problems could cause the Fund to miss attractive investment opportunities.
Further, the inability to dispose of portfolio securities due to settlement
problems could result either in losses to a Fund because of subsequent declines
in the value of the portfolio security or, if the Fund has entered into a
contract to sell the security, in possible liability to the purchaser. It may be
more difficult for each Fund's agents to keep currently informed about corporate
actions such as stock dividends or other matters that may affect the prices of
portfolio securities. Communications between the United States and foreign
countries may be less reliable than within the United States, thus increasing
the risk of delayed settlements of portfolio transactions or loss of
certificates for portfolio securities. Moreover, individual foreign economies
may differ favorably or unfavorably from the United States economy in such
respects as growth of gross national product, rate of inflation, capital
reinvestment, resource self-sufficiency and balance of payments position. IMI
seeks to mitigate the risks to each Fund associated with the foregoing
considerations through investment variation and continuous professional
management.
DEPOSITORY RECEIPTS
ADRs, GDRs, ADSs, GDSs and related securities are depository
instruments, the issuance of which is typically administered by a U.S. or
foreign bank or trust company. These instruments evidence ownership of
underlying securities issued by a U.S. or foreign corporation. ADRs are publicly
traded on exchanges or over-the-counter ("OTC") in the United States.
Unsponsored programs are organized independently and without the cooperation of
the issuer of the underlying securities. As a result, information concerning the
issuer may not be as current or as readily available as in the case of sponsored
depository instruments, and their prices may be more volatile than if they were
sponsored by the issuers of the underlying securities.
EMERGING MARKETS
Each Fund could have significant investments in securities traded in
emerging markets. Investors should recognize that investing in such countries
involves special considerations, in addition to those set forth above, that are
not typically associated with investing in United States securities and that may
affect each Fund's performance favorably or unfavorably.
In recent years, many emerging market countries around the world have
undergone political changes that have reduced government's role in economic and
personal affairs and have stimulated investment and growth. Historically, there
is a strong direct correlation between economic growth and stock market returns.
While this is no guarantee of future performance, IMI believes that investment
opportunities (particularly in the energy, environmental services, natural
resources, basic materials, power, telecommunications and transportation
industries) may result within the evolving economies of emerging market
countries from which each Fund and its shareholders will benefit.
Investments in companies domiciled in developing countries may be
subject to potentially higher risks than investments in developed countries.
Such risks include (i) less social, political and economic stability; (ii) a
small market for securities and/or a low or nonexistent volume of trading, which
result in a lack of liquidity and in greater price volatility; (iii) certain
national policies that may restrict each Fund's investment opportunities,
including restrictions on investment in issuers or industries deemed sensitive
to national interests; (iv) foreign taxation; (v) the absence of developed
structures governing private or foreign investment or allowing for judicial
redress for injury to private property; (vi) the absence, until relatively
recently in certain Eastern European countries, of a capital market structure or
market-oriented economy; (vii) the possibility that recent favorable economic
developments in Eastern Europe may be slowed or reversed by unanticipated
political or social events in such countries; and (viii) the possibility that
currency devaluations could adversely affect the value of each Fund's
investments. Further, many emerging markets have experienced and continue to
experience high rates of inflation.
Despite the dissolution of the Soviet Union, the Communist Party may
continue to exercise a significant role in certain Eastern European countries.
To the extent of the Communist Party's influence, investments in such countries
will involve risks of nationalization, expropriation and confiscatory taxation.
The communist governments of a number of Eastern European countries expropriated
large amounts of private property in the past, in many cases without adequate
compensation, and there can be no assurance that such expropriation will not
occur in the future. In the event of such expropriation, each Fund could lose a
substantial portion of any investments it has made in the affected countries.
Further, few (if any) accounting standards exist in Eastern European countries.
Finally, even though certain Eastern European currencies may be convertible into
U.S. dollars, the conversion rates may be artificial in relation to the actual
market values and may be adverse to each Fund's net asset value.
Certain Eastern European countries that do not have well-established
trading markets are characterized by an absence of developed legal structures
governing private and foreign investments and private property. In addition,
certain countries require governmental approval prior to investments by foreign
persons, or limit the amount of investment by foreign persons in a particular
company, or limit the investment of foreign persons to only a specific class of
securities of a company that may have less advantageous terms than securities of
the company available for purchase by nationals.
Authoritarian governments in certain Eastern European countries may
require that a governmental or quasi-governmental authority act as custodian of
each Fund's assets invested in such country. To the extent such governmental or
quasi-governmental authorities do not satisfy the requirements of the Investment
Company Act of 1940, as amended (the "1940 Act"), with respect to the custody of
each Fund's cash and securities, each Fund's investment in such countries may be
limited or may be required to be effected through intermediaries. The risk of
loss through governmental confiscation may be increased in such countries.
FOREIGN SOVEREIGN DEBT OBLIGATIONS
Investment in sovereign debt can involve a high degree of risk. The
governmental entity that controls the repayment of sovereign debt may not be
able or willing to repay the principal and/or interest when due in accordance
with the terms of such debt. A governmental entity's willingness or ability to
repay principal and interest due in a timely manner may be affected by, among
other factors, its cash flow situation, the extent of its foreign reserves, the
availability of sufficient foreign exchange on the date a payment is due, the
relative size of the debt service burden to the economy as a whole, the
governmental entity's policy towards the International Monetary Fund, and the
political constraints to which a governmental entity may be subject.
Governmental entities may also be dependent on expected disbursements from
foreign governments, multilateral agencies and others abroad to reduce principal
and interest arrearages on their debt. The commitment on the part of these
governments, agencies and others to make such disbursements may be conditioned
on a governmental entity's implementation of economic reforms and/or economic
performance and the timely service of such debtor's obligations. Failure to
implement such reforms, achieve such levels of economic performance or repay
principal or interest when due may result in the cancellation of such third
parties' commitments to lend funds to the governmental entity, which may further
impair such debtor's ability or willingness to service its debts in a timely
manner. Consequently, governmental entities may default on their sovereign debt.
Holders of sovereign debt (including Ivy European Opportunities Fund) may be
requested to participate in the rescheduling of such debt and to extend further
loans to governmental entities. There is no bankruptcy proceeding by which
sovereign debt on which governmental entities have defaulted may be collected in
whole or in part.
BRADY BONDS
Ivy European Opportunities Fund may invest in Brady Bonds, which are
securities created through the exchange of existing commercial bank loans to
public and private entities in certain emerging markets for new bonds in
connection with debt restructurings under a debt restructuring plan introduced
by former U.S. Secretary of the Treasury, Nicholas F. Brady (the "Brady Plan").
Brady Plan debt restructurings have been implemented to date in Argentina,
Brazil, Bulgaria, Costa Rica, the Dominican Republic, Ecuador, Jordan, Mexico,
Nigeria, Peru, the Philippines, Poland, Uruguay, and Venezuela.
Brady Bonds have been issued only recently, and for that reason do not
have a long payment history. Brady Bonds may be collateralized or
uncollateralized, are issued in various currencies (but primarily the U.S.
dollar) and are actively traded in over-the-counter secondary markets.
Dollar-denominated, collateralized Brady Bonds, which may be fixed-rate bonds or
floating-rate bonds, are generally collateralized in full as to principal by
U.S. Treasury zero coupon bonds having the same maturity as the cash or
securities in an amount that, in the case of fixed rate bonds, is equal to at
least one year of rolling interest payments or, in the case of floating rate
bonds, initially is equal to at least one year's rolling interest payments based
on the applicable interest rate at that time and is adjusted at regular
intervals thereafter.
Brady Bonds are often viewed as having three or four valuation
components: the collateralized repayment of principal at final maturity; the
collateralized interest payments; the uncollateralized interest payments; and
any uncollateralized repayment of principal at maturity (these uncollateralized
amounts constitute the "residual risk"). In light of the residual risk of Brady
Bonds and the history of defaults of countries issuing Brady Bonds, with respect
to commercial bank loans by public and private entities, investments in Brady
Bonds may be viewed as speculative.
FOREIGN CURRENCIES
Investment in foreign securities usually will involve currencies of
foreign countries. Moreover, each Fund may temporarily hold funds in bank
deposits in foreign currencies during the completion of investment programs and
may purchase forward foreign currency contracts. Because of these factors, the
value of the assets of each Fund as measured in U.S. dollars may be affected
favorably or unfavorably by changes in foreign currency exchange rates and
exchange control regulations, and each Fund may incur costs in connection with
conversions between various currencies. Although each Fund's custodian values
the Fund's assets daily in terms of U.S. dollars, each Fund does not intend to
convert its holdings of foreign currencies into U.S. dollars on a daily basis.
Each Fund will do so from time to time, however, and investors should be aware
of the costs of currency conversion. Although foreign exchange dealers do not
charge a fee for conversion, they do realize a profit based on the difference
(the "spread") between the prices at which they are buying and selling various
currencies. Thus, a dealer may offer to sell a foreign currency to a Fund at one
rate, while offering a lesser rate of exchange should the Fund desire to resell
that currency to the dealer. Each Fund will conduct its foreign currency
exchange transactions either on a spot (i.e., cash) basis at the spot rate
prevailing in the foreign currency exchange market, or through entering into
forward contracts to purchase or sell foreign currencies.
Because each Fund normally will be invested in both U.S. and foreign
securities markets, changes in each Fund's share price may have a low
correlation with movements in U.S. markets. Each Fund's share price will reflect
the movements of the different stock and bond markets in which it is invested
(both U.S. and foreign), and of the currencies in which the investments are
denominated. Thus, the strength or weakness of the U.S. dollar against foreign
currencies may account for part of each Fund's investment performance. U.S. and
foreign securities markets do not always move in step with each other, and the
total returns from different markets may vary significantly. In addition,
significant uncertainty surrounds the proposed introduction of the euro (a
common currency for the European Union) in January 1999 and its effect on the
value of securities denominated in local European currencies. These and other
currencies in which each Fund's assets are denominated may be devalued against
the U.S. dollar, resulting in a loss to each Fund.
FOREIGN CURRENCY EXCHANGE TRANSACTIONS
Each Fund may enter into forward foreign currency contracts in order to
protect against uncertainty in the level of future foreign exchange rates in the
purchase and sale of securities. A forward contract is an obligation to purchase
or sell a specific currency for an agreed price at a future date (usually less
than a year), and typically is individually negotiated and privately traded by
currency traders and their customers. A forward contract generally has no
deposit requirement, and no commissions are charged at any stage for trades.
Although foreign exchange dealers do not charge a fee for commissions, they do
realize a profit based on the difference between the price at which they are
buying and selling various currencies. Although these contracts are intended to
minimize the risk of loss due to a decline in the value of the hedged
currencies, at the same time, they tend to limit any potential gain which might
result should the value of such currencies increase.
While each Fund may enter into forward contracts to reduce currency
exchange risks, changes in currency exchange rates may result in poorer overall
performance for each Fund than if it had not engaged in such transactions.
Moreover, there may be an imperfect correlation between a Fund's portfolio
holdings of securities denominated in a particular currency and forward
contracts entered into by that Fund. An imperfect correlation of this type may
prevent a Fund from achieving the intended hedge or expose the Fund to the risk
of currency exchange loss.
Each Fund may purchase currency forwards and combine such purchases
with sufficient cash or short-term securities to create unleveraged substitutes
for investments in foreign markets when deemed advantageous. Each Fund may also
combine the foregoing with bond futures or interest rate futures contracts to
create the economic equivalent of an unhedged foreign bond position.
Each Fund may also cross-hedge currencies by entering into transactions
to purchase or sell one or more currencies that are expected to decline in value
relative to other currencies to which that Fund has or in which the Fund expects
to have portfolio exposure.
Currency transactions are subject to risks different from those of
other portfolio transactions. Because currency control is of great importance to
the issuing governments and influences economic planning and policy, purchases
and sales of currency and related instruments can be negatively affected by
government exchange controls, blockages, and manipulations or exchange
restrictions imposed by governments. These can result in losses to a Fund if it
is unable to deliver or receive currency or funds in settlement of obligations
and could also cause hedges it has entered into to be rendered useless,
resulting in full currency exposure as well as incurring transactions costs.
Buyers and sellers of currency futures are subject to the same risks that apply
to the use of futures generally. Further, settlement of a currency futures
contract for the purchase of most currencies must occur at a bank based in the
issuing nation. Trading options on currency futures is relatively new, and the
ability to establish and close out positions on such options is subject to the
maintenance of a liquid market which may not always be available. Currency
exchange rates may fluctuate based on factors extrinsic to that country's
economy.
OTHER INVESTMENT COMPANIES
Each Fund may invest up to 10% of its total assets in the shares of
other investment companies. As a shareholder of an investment company, a Fund
would bear its ratable shares of the fund's expenses (which often include an
asset-based management fee). Each Fund could also lose money by investing in
other investment companies, since the value of their respective investments and
the income they generate will vary daily based on prevailing market conditions.
REPURCHASE AGREEMENTS
Repurchase agreements are contracts under which a Fund buys a money
market instrument and obtains a simultaneous commitment from the seller to
repurchase the instrument at a specified time and at an agreed-upon yield. Under
guidelines approved by the Board, each Fund is permitted to enter into
repurchase agreements only if the repurchase agreements are at least fully
collateralized with U.S. Government securities or other securities that IMI has
approved for use as collateral for repurchase agreements and the collateral must
be marked-to-market daily. Each Fund will enter into repurchase agreements only
with banks and broker-dealers deemed to be creditworthy by IMI under the
above-referenced guidelines. In the unlikely event of failure of the executing
bank or broker-dealer, a Fund could experience some delay in obtaining direct
ownership of the underlying collateral and might incur a loss if the value of
the security should decline, as well as costs in disposing of the security.
BANKING INDUSTRY AND SAVINGS AND LOAN OBLIGATIONS
Certificates of deposit are negotiable certificates issued against
funds deposited in a commercial bank for a definite period of time and earning a
specified return. Bankers' acceptances are negotiable drafts or bills of
exchange, normally drawn by an importer or exporter to pay for specific
merchandise, which are "accepted" by a bank (meaning, in effect, that the bank
unconditionally agrees to pay the face value of the instrument at maturity). In
addition to investing in certificates of deposit and bankers' acceptances, each
Fund may invest in time deposits in banks or savings and loan associations. Time
deposits are generally similar to certificates of deposit, but are
uncertificated. Each Fund's investments in certificates of deposit, time
deposits, and bankers' acceptance are limited to obligations of (i) banks having
total assets in excess of $1 billion, (ii) U.S. banks which do not meet the $1
billion asset requirement, if the principal amount of such obligation is fully
insured by the Federal Deposit Insurance Corporation (the "FDIC"), (iii) savings
and loan association which have total assets in excess of $1 billion and which
are members of the FDIC, and (iv) foreign banks if the obligation is, in IMI's
opinion, of an investment quality comparable to other debt securities which may
be purchased by a Fund. Each Fund's investments in certificates of deposit of
savings associations are limited to obligations of Federal and state-chartered
institutions whose total assets exceed $1 billion and whose deposits are insured
by the FDIC.
COMMERCIAL PAPER
Commercial paper represents short-term unsecured promissory notes
issued in bearer form by bank holding companies, corporations and finance
companies. Each Fund may invest in commercial paper that is rated Prime-1 by
Moody's Investors Service, Inc. ("Moody's") or A-1 by Standard & Poor's
Corporation ("S&P") or, if not rated by Moody's or S&P, is issued by companies
having an outstanding debt issue rated Aaa or Aa by Moody's or AAA or AA by S&P.
BORROWING
Borrowing may exaggerate the effect on each Fund's net asset value of
any increase or decrease in the value of the Fund's portfolio securities. Money
borrowed will be subject to interest costs (which may include commitment fees
and/or the cost of maintaining minimum average balances). Although the principal
of each Fund's borrowings will be fixed, each Fund's assets may change in value
during the time a borrowing is outstanding, thus increasing exposure to capital
risk.
WARRANTS
The holder of a warrant has the right, until the warrant expires, to
purchase a given number of shares of a particular issuer at a specified price.
Such investments can provide a greater potential for profit or loss than an
equivalent investment in the underlying security. However, prices of warrants do
not necessarily move in a tandem with the prices of the underlying securities,
and are, therefore, considered speculative investments. Warrants pay no
dividends and confer no rights other than a purchase option. Thus, if a warrant
held by any Fund were not exercised by the date of its expiration, the Fund
would lose the entire purchase price of the warrant.
REAL ESTATE INVESTMENT TRUSTS (REITS)
A REIT is a corporation, trust or association that invests in real
estate mortgages or equities for the benefit of its investors. REITs are
dependent upon management skill, may not be diversified and are subject to the
risks of financing projects. Such entities are also subject to heavy cash flow
dependency, defaults by borrowers, self-liquidation and the possibility of
failing to qualify for tax-free pass-through of income under the Internal
Revenue Code of 1986, as amended (the "Code"), and to maintain exemption from
the Investment Company Act of 1940 (the "1940 Act"). By investing in REITs
indirectly through Ivy Global Fund, a shareholder will bear not only his or her
proportionate share of the expenses of the Fund, but also, indirectly, similar
expenses of the REITs.
OPTIONS TRANSACTIONS
IN GENERAL. A call option is a short-term contract (having a duration
of less than one year) pursuant to which the purchaser, in return for the
premium paid, has the right to buy the security underlying the option at the
specified exercise price at any time during the term of the option. The writer
of the call option, who receives the premium, has the obligation, upon exercise
of the option, to deliver the underlying security against payment of the
exercise price. A put option is a similar contract pursuant to which the
purchaser, in return for the premium paid, has the right to sell the security
underlying the option at the specified exercise price at any time during the
term of the option. The writer of the put option, who receives the premium, has
the obligation, upon exercise of the option, to buy the underlying security at
the exercise price. The premium paid by the purchaser of an option will reflect,
among other things, the relationship of the exercise price to the market price
and volatility of the underlying security, the time remaining to expiration of
the option, supply and demand, and interest rates.
If the writer of a U.S. exchange-traded option wishes to terminate the
obligation, the writer may effect a "closing purchase transaction." This is
accomplished by buying an option of the same series as the option previously
written. The effect of the purchase is that the writer's position will be
canceled by the Options Clearing Corporation. However, a writer may not effect a
closing purchase transaction after it has been notified of the exercise of an
option. Likewise, an investor who is the holder of an option may liquidate his
or her position by effecting a "closing sale transaction." This is accomplished
by selling an option of the same series as the option previously purchased.
There is no guarantee that either a closing purchase or a closing sale
transaction can be effected at any particular time or at any acceptable price.
If any call or put option is not exercised or sold, it will become worthless on
its expiration date. Closing purchase transactions are not available for OTC
transactions. In order to terminate an obligations in an OTC transaction, Fund
would need to negotiate directly with the counterparty.
Each Fund will realize a gain (or a loss) on a closing purchase
transaction with respect to a call or a put previously written by that Fund if
the premium, plus commission costs, paid by the Fund to purchase the call or the
put is less (or greater) than the premium, less commission costs, received by
the Fund on the sale of the call or the put. A gain also will be realized if a
call or a put that a Fund has written lapses unexercised, because the Fund would
retain the premium. Any such gains (or losses) are considered short-term capital
gains (or losses) for Federal income tax purposes. Net short-term capital gains,
when distributed by each Fund, are taxable as ordinary income. See "Taxation."
Each Fund will realize a gain (or a loss) on a closing sale transaction
with respect to a call or a put previously purchased by that Fund if the
premium, less commission costs, received by the Fund on the sale of the call or
the put is greater (or less) than the premium, plus commission costs, paid by
the Fund to purchase the call or the put. If a put or a call expires
unexercised, it will become worthless on the expiration date, and the Fund will
realize a loss in the amount of the premium paid, plus commission costs. Any
such gain or loss will be long-term or short-term gain or loss, depending upon
the Fund's holding period for the option.
Exchange-traded options generally have standardized terms and are
issued by a regulated clearing organization (such as the Options Clearing
Corporation), which, in effect, guarantees the completion of every
exchange-traded option transaction. In contrast, the terms of OTC options are
negotiated by each Fund and its counterparty (usually a securities dealer or a
financial institution) with no clearing organization guarantee. When a Fund
purchases an OTC option, it relies on the party from whom it has purchased the
option (the "counterparty") to make delivery of the instrument underlying the
option. If the counterparty fails to do so, the Fund will lose any premium paid
for the option, as well as any expected benefit of the transaction. Accordingly,
IMI will assess the creditworthiness of each counterparty to determine the
likelihood that the terms of the OTC option will be satisfied.
WRITING OPTIONS ON INDIVIDUAL SECURITIES. Each Fund may write (sell)
covered call options on each Fund's securities in an attempt to realize a
greater current return than would be realized on the securities alone. Each Fund
may also write covered call options to hedge a possible stock or bond market
decline (only to the extent of the premium paid to the Fund for the options). In
view of the investment objectives of each Fund, each Fund generally would write
call options only in circumstances where the investment adviser to the Fund does
not anticipate significant appreciation of the underlying security in the near
future or has otherwise determined to dispose of the security.
A "covered" call option means generally that so long as a Fund is
obligated as the writer of a call option, that Fund will (i) own the underlying
securities subject to the option, or (ii) have the right to acquire the
underlying securities through immediate conversion or exchange of convertible
preferred stocks or convertible debt securities owned by the Fund. Although a
Fund receives premium income from these activities, any appreciation realized on
an underlying security will be limited by the terms of the call option. Each
Fund may purchase call options on individual securities only to effect a
"closing purchase transaction."
As the writer of a call option, a Fund receives a premium for
undertaking the obligation to sell the underlying security at a fixed price
during the option period, if the option is exercised. So long as a Fund remains
obligated as a writer of a call option, it forgoes the opportunity to profit
from increases in the market price of the underlying security above the exercise
price of the option, except insofar as the premium represents such a profit (and
retains the risk of loss should the value of the underlying security decline).
PURCHASING OPTIONS ON INDIVIDUAL SECURITIES. Each Fund may purchase a
put option on an underlying security owned by that Fund as a defensive technique
in order to protect against an anticipated decline in the value of the security.
Each Fund, as the holder of the put option, may sell the underlying security at
the exercise price regardless of any decline in its market price. In order for a
put option to be profitable, the market price of the underlying security must
decline sufficiently below the exercise price to cover the premium and
transaction costs that a Fund must pay. These costs will reduce any profit the
Fund might have realized had it sold the underlying security instead of buying
the put option. The premium paid for the put option would reduce any capital
gain otherwise available for distribution when the security is eventually sold.
The purchase of put options will not be used by any Fund for leverage purposes.
Each Fund may also purchase a put option on an underlying security that
it owns and at the same time write a call option on the same security with the
same exercise price and expiration date. Depending on whether the underlying
security appreciates or depreciates in value, the Fund would sell the underlying
security for the exercise price either upon exercise of the call option written
by it or by exercising the put option held by it. A Fund would enter into such
transactions in order to profit from the difference between the premium received
by the Fund for the writing of the call option and the premium paid by the Fund
for the purchase of the put option, thereby increasing the Fund's current
return. Each Fund may write (sell) put options on individual securities only to
effect a "closing sale transaction."
RISKS OF OPTIONS TRANSACTIONS. The purchase and writing of options
involves certain risks. During the option period, the covered call writer has,
in return for the premium on the option, given up the opportunity to profit from
a price increase in the underlying securities above the exercise price, but, as
long as its obligation as a writer continues, has retained the risk of loss
should the price of the underlying security decline. The writer of a U.S. option
has no control over the time when it may be required to fulfill its obligation
as a writer of the option. Once an option writer has received an exercise
notice, it cannot effect a closing purchase transaction in order to terminate
its obligation under the option and must deliver the underlying securities (or
cash in the case of an index option) at the exercise price. If a put or call
option purchased by a Fund is not sold when it has remaining value, and if the
market price of the underlying security (or index), in the case of a put,
remains equal to or greater than the exercise price or, in the case of a call,
remains less than or equal to the exercise price, the Fund will lose its entire
investment in the option. Also, where a put or call option on a particular
security (or index) is purchased to hedge against price movements in a related
security (or securities), the price of the put or call option may move more or
less than the price of the related security (or securities). In this regard,
there are differences between the securities and options markets that could
result in an imperfect correlation between these markets, causing a given
transaction not to achieve its objective.
There can be no assurance that a liquid market will exist when a Fund
seeks to close out an option position. Furthermore, if trading restrictions or
suspensions are imposed on the options markets, a Fund may be unable to close
out a position. Finally, trading could be interrupted, for example, because of
supply and demand imbalances arising from a lack of either buyers or sellers, or
the options exchange could suspend trading after the price has risen or fallen
more than the maximum amount specified by the exchange. Closing transactions can
be made for OTC options only by negotiating directly with the counterparty or by
a transaction in the secondary market, if any such market exists. Transfer of an
OTC option is usually prohibited absent the consent of the original
counterparty. There is no assurance that a Fund will be able to close out an OTC
option position at a favorable price prior to its expiration. An OTC
counterparty may fail to deliver or to pay, as the case may be. In the event of
insolvency of the counterparty, a Fund might be unable to close out an OTC
option position at any time prior to its expiration. Although a Fund may be able
to offset to some extent any adverse effects of being unable to liquidate an
option position, a Fund may experience losses in some cases as a result of such
inability.
When conducted outside the U.S., options transactions may not be
regulated as rigorously as in the U.S., may not involve a clearing mechanism and
related guarantees, and are subject to the risk of governmental actions
affecting trading in, or the prices of, foreign securities, currencies and other
instruments. The value of such positions also could be adversely affected by:
(i) other complex foreign political, legal and economic factors, (ii) lesser
availability than in the U.S. of data on which to make trading decisions, (iii)
delays in each Fund's ability to act upon economic events occurring in foreign
markets during non-business hours in the U.S., (iv) the imposition of different
exercise and settlement terms and procedures and margin requirements than in the
U.S., and (v) lower trading volume and liquidity.
Each Fund's options activities also may have an impact upon the level of
its portfolio turnover and brokerage commissions. See "Portfolio Turnover."
Each Fund's success in using options techniques depends, among other
things, on IMI's ability to predict accurately the direction and volatility of
price movements in the options and securities markets, and to select the proper
type, timing of use and duration of options.
FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS
IN GENERAL. Each Fund may enter into futures contracts and options on
futures contracts for hedging purposes. A futures contract provides for the
future sale by one party and purchase by another party of a specified quantity
of a commodity at a specified price and time. When a purchase or sale of a
futures contract is made by a Fund, that Fund is required to deposit with its
custodian (or broker, if legally permitted) a specified amount of cash or liquid
securities ("initial margin"). The margin required for a futures contract is set
by the exchange on which the contract is traded and may be modified during the
term of the contract. The initial margin is in the nature of a performance bond
or good faith deposit on the futures contract which is returned to the Fund upon
termination of the contract, assuming all contractual obligations have been
satisfied. A futures contract held by a Fund is valued daily at the official
settlement price of the exchange on which it is traded. Each day the Fund pays
or receives cash, called "variation margin," equal to the daily change in value
of the futures contract. This process is known as "marking to market." Variation
margin does not represent a borrowing or loan by a Fund but is instead a
settlement between the Fund and the broker of the amount one would owe the other
if the futures contract expired. In computing daily net asset value, each Fund
will mark-to-market its open futures position.
Each Fund is also required to deposit and maintain margin with respect
to put and call options on futures contracts written by it. Such margin deposits
will vary depending on the nature of the underlying futures contract (and the
related initial margin requirements), the current market value of the option,
and other futures positions held by the Fund.
Although some futures contracts call for making or taking delivery of
the underlying securities, generally these obligations are closed out prior to
delivery of offsetting purchases or sales of matching futures contracts (same
exchange, underlying security or index, and delivery month). If an offsetting
purchase price is less than the original sale price, each Fund generally
realizes a capital gain, or if it is more, the Fund generally realizes a capital
loss. Conversely, if an offsetting sale price is more than the original purchase
price, each Fund generally realizes a capital gain, or if it is less, the Fund
generally realizes a capital loss. The transaction costs must also be included
in these calculations.
When purchasing a futures contract, each Fund will maintain with its
Custodian (and mark-to-market on a daily basis) cash or liquid securities that,
when added to the amounts deposited with a futures commission merchant ("FCM")
as margin, are equal to the market value of the futures contract. Alternatively,
each Fund may "cover" its position by purchasing a put option on the same
futures contract with a strike price as high as or higher than the price of the
contract held by the Fund, or, if lower, may cover the difference with cash or
short-term securities.
When selling a futures contract, each Fund will maintain with its
Custodian in a segregated account (and mark-to-market on a daily basis) cash or
liquid securities that, when added to the amounts deposited with an FCM as
margin, are equal to the market value of the instruments underlying the
contract. Alternatively, each Fund may "cover" its position by owning the
instruments underlying the contract (or, in the case of an index futures
contract, a portfolio with a volatility substantially similar to that of the
index on which the futures contract is based), or by holding a call option
permitting the Fund to purchase the same futures contract at a price no higher
than the price of the contract written by the Fund (or at a higher price if the
difference is maintained in liquid assets with the Fund's custodian).
When selling a call option on a futures contract, each Fund will
maintain with its Custodian in a segregated account (and mark-to-market on a
daily basis) cash or liquid securities that, when added to the amounts deposited
with an FCM as margin, equal the total market value of the futures contract
underlying the call option. Alternatively, a Fund may cover its position by
entering into a long position in the same futures contract at a price no higher
than the strike price of the call option, by owning the instruments underlying
the futures contract, or by holding a separate call option permitting the Fund
to purchase the same futures contract at a price not higher than the strike
price of the call option sold by the Fund, or covering the difference if the
price is higher.
When selling a put option on a futures contract, each Fund will
maintain with its Custodian (and mark-to-market on a daily basis) cash or liquid
securities that equal the purchase price of the futures contract less any margin
on deposit. Alternatively, a Fund may cover the position either by entering into
a short position in the same futures contract, or by owning a separate put
option permitting it to sell the same futures contract so long as the strike
price of the purchased put option is the same or higher than the strike price of
the put option sold by the Fund, or, if lower, the Fund may hold securities to
cover the difference.
FOREIGN CURRENCY FUTURES CONTRACTS AND RELATED OPTIONS. Each Fund may
engage in foreign currency futures contracts and related options transactions
for hedging purposes. A foreign currency futures contract provides for the
future sale by one party and purchase by another party of a specified quantity
of a foreign currency at a specified price and time.
An option on a foreign currency futures contract gives the holder the
right, in return for the premium paid, to assume a long position (call) or short
position (put) in a futures contract at a specified exercise price at any time
during the period of the option. Upon the exercise of a call option, the holder
acquires a long position in the futures contract and the writer is assigned the
opposite short position. In the case of a put option, the opposite is true.
Each Fund may purchase call and put options on foreign currencies as a
hedge against changes in the value of the U.S. dollar (or another currency) in
relation to a foreign currency in which portfolio securities of the Fund may be
denominated. A call option on a foreign currency gives the buyer the right to
buy, and a put option the right to sell, a certain amount of foreign currency at
a specified price during a fixed period of time. Each Fund may invest in options
on foreign currency which are either listed on a domestic securities exchange or
traded on a recognized foreign exchange.
In those situations where foreign currency options may not be readily
purchased (or where such options may be deemed illiquid) in the currency in
which the hedge is desired, the hedge may be obtained by purchasing an option on
a "surrogate" currency, i.e., a currency where there is tangible evidence of a
direct correlation in the trading value of the two currencies. A surrogate
currency's exchange rate movements parallel that of the primary currency.
Surrogate currencies are used to hedge an illiquid currency risk, when no liquid
hedge instruments exist in world currency markets for the primary currency.
Each Fund will only enter into futures contracts and futures options
which are standardized and traded on a U.S. or foreign exchange, board of trade,
or similar entity or quoted on an automated quotation system. Each Fund will not
enter into a futures contract or purchase an option thereon if, immediately
thereafter, the aggregate initial margin deposits for futures contracts held by
the Fund plus premiums paid by it for open futures option positions, less the
amount by which any such positions are "in-the-money," would exceed 5% of the
liquidation value of the Fund's portfolio (or the Fund's net asset value), after
taking into account unrealized profits and unrealized losses on any such
contracts the Fund has entered into. A call option is "in-the-money" if the
value of the futures contract that is the subject of the option exceeds the
exercise price. A put option is "in-the-money" if the exercise price exceeds the
value of the futures contract that is the subject of the option. For additional
information about margin deposits required with respect to futures contracts and
options thereon, see "Futures Contracts and Options on Futures Contracts."
RISKS ASSOCIATED WITH FUTURES AND RELATED OPTIONS. There can be no
guarantee that there will be a correlation between price movements in the
hedging vehicle and in a Fund's portfolio securities being hedged. In addition,
there are significant differences between the securities and futures markets
that could result in an imperfect correlation between the markets, causing a
given hedge not to achieve its objectives. The degree of imperfection of
correlation depends on circumstances such as variations in speculative market
demand for futures and futures options on securities, including technical
influences in futures trading and futures options, and differences between the
financial instruments being hedged and the instruments underlying the standard
contracts available for trading in such respects as interest rate levels,
maturities, and creditworthiness of issuers. A decision as to whether, when and
how to hedge involves the exercise of skill and judgment, and even a
well-conceived hedge may be unsuccessful to some degree because of market
behavior or unexpected interest rate trends.
Futures exchanges may limit the amount of fluctuation permitted in
certain futures contract prices during a single trading day. The daily limit
establishes the maximum amount that the price of a futures contract may vary
either up or down from the previous day's settlement price at the end of the
current trading session. Once the daily limit has been reached in a futures
contract subject to the limit, no more trades may be made on that day at a price
beyond that limit. The daily limit governs only price movements during a
particular trading day and therefore does not limit potential losses because the
limit may work to prevent the liquidation of unfavorable positions. For example,
futures prices have occasionally moved to the daily limit for several
consecutive trading days with little or no trading, thereby preventing prompt
liquidation of positions and subjecting some holders of futures contracts to
substantial losses.
There can be no assurance that a liquid market will exist at a time
when a Fund seeks to close out a futures or a futures option position, and the
Fund would remain obligated to meet margin requirements until the position is
closed. In addition, there can be no assurance that an active secondary market
will continue to exist.
Currency futures contracts and options thereon may be traded on foreign
exchanges. Such transactions may not be regulated as effectively as similar
transactions in the United States; may not involve a clearing mechanism and
related guarantees; and are subject to the risk of governmental actions
affecting trading in, or the prices of, foreign securities. The value of such
position also could be adversely affected by (i) other complex foreign
political, legal and economic factors, (ii) lesser availability than in the
United States of data on which to make trading decisions, (iii) delays in a
Fund's ability to act upon economic events occurring in foreign markets during
non business hours in the United States, (iv) the imposition of different
exercise and settlement terms and procedures and margin requirements than in the
United States, and (v) lesser trading volume.
SECURITIES INDEX FUTURES CONTRACTS
Each Fund (except Ivy Global Natural Resources Fund) may enter into
securities index futures contracts as an efficient means of regulating the
Fund's exposure to the equity markets. Each Fund will not engage in transactions
in futures contracts for speculation, but only as a hedge against changes
resulting from market conditions in the values of securities held in the Fund's
portfolio or which it intends to purchase. An index futures contract is a
contract to buy or sell units of an index at a specified future date at a price
agreed upon when the contract is made. Entering into a contract to buy units of
an index is commonly referred to as purchasing a contract or holding a long
position in the index. Entering into a contract to sell units of an index is
commonly referred to as selling a contract or holding a short position. The
value of a unit is the current value of the stock index. For example, the S&P
500 Index is composed of 500 selected common stocks, most of which are listed on
the New York Stock Exchange (the "Exchange"). The S&P 500 Index assigns relative
weightings to the 500 common stocks included in the Index, and the Index
fluctuates with changes in the market values of the shares of those common
stocks. In the case of the S&P 500 Index, contracts are to buy or sell 500
units. Thus, if the value of the S&P 500 Index were $150, one contract would be
worth $75,000 (500 units x $150). The index futures contract specifies that no
delivery of the actual securities making up the index will take place. Instead,
settlement in cash must occur upon the termination of the contract, with the
settlement being the difference between the contract price and the actual level
of the stock index at the expiration of the contract. For example, if a Fund
enters into a futures contract to buy 500 units of the S&P 500 Index at a
specified future date at a contract price of $150 and the S&P 500 Index is at
$154 on that future date, the Fund will gain $2,000 (500 units x gain of $4). If
a Fund enters into a futures contract to sell 500 units of the stock index at a
specified future date at a contract price of $150 and the S&P 500 Index is at
$154 on that future date, the Fund will lose $2,000 (500 units x loss of $4).
RISKS OF SECURITIES INDEX FUTURES. Each Fund's success in using hedging
techniques depends, among other things, on IMI's ability to predict correctly
the direction and volatility of price movements in the futures and options
markets as well as in the securities markets and to select the proper type, time
and duration of hedges. The skills necessary for successful use of hedges are
different from those used in the selection of individual stocks.
Each Fund's ability to hedge effectively all or a portion of its
securities through transactions in index futures (and therefore the extent of
its gain or loss on such transactions) depends on the degree to which price
movements in the underlying index correlate with price movements in the Fund's
securities. Inasmuch as such securities will not duplicate the components of an
index, the correlation probably will not be perfect. Consequently, each Fund
will bear the risk that the prices of the securities being hedged will not move
in the same amount as the hedging instrument. This risk will increase as the
composition of the Fund's portfolio diverges from the composition of the hedging
instrument.
Although each Fund intends to establish positions in these instruments
only when there appears to be an active market, there is no assurance that a
liquid market will exist at a time when a Fund seeks to close a particular
option or futures position. Trading could be interrupted, for example, because
of supply and demand imbalances arising from a lack of either buyers or sellers.
In addition, the futures exchanges may suspend trading after the price has risen
or fallen more than the maximum amount specified by the exchange. In some cases,
a Fund may experience losses as a result of its inability to close out a
position, and it may have to liquidate other investments to meet its cash needs.
Although some index futures contracts call for making or taking
delivery of the underlying securities, generally these obligations are closed
out prior to delivery by offsetting purchases or sales of matching futures
contracts (same exchange, underlying security or index, and delivery month). If
an offsetting purchase price is less than the original sale price, a Fund
generally realizes a capital gain, or if it is more, the Fund generally realizes
a capital loss. Conversely, if an offsetting sale price is more than the
original purchase price, a Fund generally realizes a capital gain, or if it is
less, the Fund generally realizes a capital loss. The transaction costs must
also be included in these calculations.
Each Fund will only enter into index futures contracts or futures
options that are standardized and traded on a U.S. or foreign exchange or board
of trade, or similar entity, or quoted on an automated quotation system. Each
Fund will use futures contracts and related options only for "bona fide hedging"
purposes, as such term is defined in applicable regulations of the CFTC.
When purchasing an index futures contract, each Fund will maintain with
its Custodian (and mark-to-market on a daily basis) cash or liquid securities
that, when added to the amounts deposited with a futures commission merchant
("FCM") as margin, are equal to the market value of the futures contract.
Alternatively, a Fund may "cover" its position by purchasing a put option on the
same futures contract with a strike price as high as or higher than the price of
the contract held by the Fund.
When selling an index futures contract, each Fund will maintain with
its Custodian (and mark-to-market on a daily basis) cash or liquid securities
that, when added to the amounts deposited with an FCM as margin, are equal to
the market value of the instruments underlying the contract. Alternatively, a
Fund may "cover" its position by owning the instruments underlying the contract
(or, in the case of an index futures contract, a portfolio with a volatility
substantially similar to that of the index on which the futures contract is
based), or by holding a call option permitting the Fund to purchase the same
futures contract at a price no higher than the price of the contract written by
the Fund (or at a higher price if the difference is maintained in cash or liquid
assets in a segregated account with the Fund's custodian).
COMBINED TRANSACTIONS. Each Fund may enter into multiple transactions,
including multiple options transactions, multiple futures transactions and
multiple currency transactions (including forward currency contracts) and some
combination of futures, options, and currency transactions ("component"
transactions), instead of a single transaction, as part of a single or combined
strategy when, in the opinion of IMI, it is in the best interests of the Fund to
do so. A combined transaction will usually contain elements of risk that are
present in each of its component transactions. Although combined transactions
are normally entered into based on IMI's judgment that the combined strategies
will reduce risk or otherwise more effectively achieve the desired portfolio
management goal, it is possible that the combination will instead increase such
risks or hinder achievement of the management objective.
PORTFOLIO TURNOVER
Each Fund purchases securities that are believed by IMI to have above
average potential for capital appreciation. Common stocks are disposed of in
situations where it is believed that potential for such appreciation has
lessened or that other common stocks have a greater potential. Therefore, each
Fund may purchase and sell securities without regard to the length of time the
security is to be, or has been, held. A change in securities held by a Fund is
known as "portfolio turnover" and may involve the payment by the Fund of dealer
markup or underwriting commission and other transaction costs on the sale of
securities, as well as on the reinvestment of the proceeds in other securities.
Each Fund's portfolio turnover rate is calculated by dividing the lesser of
purchases or sales of portfolio securities for the most recently completed
fiscal year by the monthly average of the value of the portfolio securities
owned by the Fund during that year. For purposes of determining each Fund's
portfolio turnover rate, all securities whose maturities at the time of
acquisition were one year or less are excluded.
TRUSTEES AND OFFICERS
Each Fund's Board of Trustees (the "Board") is responsible for the
overall management of the Fund, including general supervision and review of the
Fund's investment activities. The Board, in turn, elects the officers who are
responsible for administering each Fund's day-to-day operations.
The Trustees and Executive Officers of the Trust, their business
addresses and principal occupations during the past five years are:
<TABLE>
<S> <C> <C>
POSITION WITH BUSINESS AFFILIATIONS
NAME, ADDRESS, AGE THE TRUST AND PRINCIPAL OCCUPATIONS
John S. Anderegg, Jr. Trustee Chairman, Dynamics Research
60 Concord Street Corp. (instruments and
Wilmington, MA 01887 controls); Director, Burr-
Age: 75 Brown Corp. (operational amplifiers); Director,
Metritage Incorporated (level measuring
instruments); Trustee of Mackenzie Series Trust
(1992-1998).
Paul H. Broyhill Trustee Chairman, BMC Fund, Inc.
800 Hickory Blvd. (1983-present); Chairman,
Golfview Park-Box 500 Broyhill Family Foundation,
Lenoir, NC 28645 Inc. (1983-Present);
Age: 75 Chairman and President, Broyhill Investments,
Inc. (1983-present); Chairman, Broyhill Timber
Resources (1983-present); Management of a
personal portfolio of fixed-income and equity
investments (1983-present); Trustee of
Mackenzie Series Trust (1988-1998); Director of
The Mackenzie Funds Inc. (1988-1995).
Stanley Channick Trustee President and Chief
11 Bala Avenue Executive Officer, The
Bala Cynwyd, PA 19004 Whitestone Corporation (insurance
Age: 75 agency); Chairman, Scott Management
Company (administrative services
for insurance companies); President,
The Channick Group (consultants
to insurance companies and
national trade associations);
Trustee of Mackenzie Series
Trust (1994-1998); Director of
The Mackenzie Funds Inc.
(1994-1995).
Frank W. DeFriece, Jr. Trustee Director, Manager and Vice
The Landmark Centre President, Director and
113 Landmark Lane, Fund Manager, Massengill-
Suite B DeFriece Foundation (charitable
Bristol, TN 37620-2285 organization) (1950-present); Trustee
Age: 78 and Vice Chairman, East Tennessee
Public Communications Corp. (WSJK-TV)
(1984-present); Trustee of Mackenzie
Series Trust (1985-1998); Director of
The Mackenzie Funds Inc. (1987-1995).
Roy J. Glauber Trustee Mallinckrodt Professor of
Lyman Laboratory Physics, Harvard
of Physics University (1974-present);
Harvard University Trustee of Mackenzie Series
Cambridge, MA 02138 Trust (1994-1997).
Age: 73
Michael G. Landry Trustee President, Chief Executive
700 South Federal Hwy. And Officer and Director of
Suite 300 Chairman Mackenzie Investment
Boca Raton, FL 33432 Management Inc. (1987-
Age: 52 present); President,
[*Deemed to be an Director and Chairman of
"interested person" Ivy Management Inc. (1992-
of the Trust, as present); Chairman and
defined under the Director of Ivy Mackenzie
1940 Act.] Services Corp.(1993-present); Chairman and
Director of Ivy Mackenzie Distributors, Inc.
(1994-present); Director and President of Ivy
Mackenzie Distributors, Inc. (1993-1994);
Director and President of The Mackenzie Funds
Inc. (1987-1995); Trustee of Mackenzie Series
Trust (1987-1998); President of Mackenzie
Series Trust (1987-1996); Chairman of Mackenzie
Series Trust (1996-1998).
Joseph G. Rosenthal Trustee Chartered Accountant
110 Jardin Drive (1958-present); Trustee of
Unit #12 Mackenzie Series Trust
Concord, Ontario Canada (1985-1998); Director of
L4K 2T7 The Mackenzie Funds Inc.
Age: 64 (1987-1995).
Richard N. Silverman Trustee Director, Newton-Wellesley
18 Bonnybrook Road Hospital; Director, Beth
Waban, MA 02168 Israel Hospital; Director,
Age: 75 Boston Ballet; Director, Boston Children's
Museum; Director, Brimmer and May School.
J. Brendan Swan Trustee President, Airspray
4701 North Federal Hwy. International, Inc.;
Suite 465 Joint Managing Director,
Pompano Beach, FL 33064 Airspray International
Age: 69 B.V. (an environmentally sensitive packaging
company); Director of Polyglass LTD.; Director,
The Mackenzie Funds Inc. (1992-1995); Trustee
of Mackenzie Series Trust (1992-1998).
Keith J. Carlson Trustee Senior Vice President of Mackenzie
700 South Federal Hwy. And Investment Management, Inc. (1996 -
Suite 300 President -present); Senior Vice President and
Boca Raton, FL 33432 Director of Mackenzie Investment
Age: 42 Management, Inc. (1994 - 1996);
[*Deemed to be an Senior Vice President and Treasurer of
"interested person" Mackenzie Investment Management,
of the Trust, as defined under the Inc. (1989-1994); Senior Vice President
1940 Act.] and Director of Ivy Management Inc.
(1994-present); Senior Vice President,
Treasurer and Director of Ivy Management Inc.
(1992-1994); Vice President of The Mackenzie
Funds Inc. (1987-1995); Senior Vice President
and Director, Ivy Mackenzie Services Corp.
(1996-present); President and Director of Ivy
Mackenzie Services Corp. (1993-1996); Trustee
and President of Mackenzie Series Trust
(1996-1998); Vice President of Mackenzie
Series Trust (1994-1998); Treasurer of
Mackenzie Series Trust (1985-1994); President,
Chief Executive Officer and Director of Ivy
Mackenzie Distributors, Inc. (1994-present);
Executive Vice President and Director of Ivy
Mackenzie Distributors, Inc. (1993-1994);
Trustee of Mackenzie Series Trust (1996-1998).
C. William Ferris Secretary/ Senior Vice President,
700 South Federal Hwy. Treasurer Chief Financial Officer
Suite 300 and Secretary/Treasurer
Boca Raton, FL 33432 of Mackenzie Investment
Age: 54 Management Inc. (1995-present); Senior Vice
President, Finance and
Administration/Compliance Officer of Mackenzie
Investment Management Inc. (1989-1994); Senior
Vice President, Secretary/ Treasurer and Clerk
of Ivy Management Inc. (1994-present); Vice
President, Finance/Administration and
Compliance Officer of Ivy Management Inc.
(1992-1994); Senior Vice President, Secretary/
Treasurer and Director of Ivy Mackenzie
Distributors, Inc. (1994-present);
Secretary/Treasurer and Director of Ivy
Mackenzie Distributors, Inc. (1993-1994);
President and Director of Ivy Mackenzie
Services Corp. (1996-present); Secretary/
Treasurer and Director of Ivy Mackenzie
Services Corp. (1993-1996);
Secretary/Treasurer of The Mackenzie Funds
Inc. (1993-1995); Secretary/Treasurer of
Mackenzie Series Trust (1994-1998).
James W. Broadfoot Vice Executive Vice President,
700 South Federal Hwy. President Ivy Management Inc. (1996-
Suite 300 present); Senior Vice
Boca Raton, FL 33432 President, Ivy Management,
Age: 56 Inc. (1992-1996); Director and Senior Vice
President, Mackenzie Investment Management
Inc. (1995-present); Senior Vice President,
Mackenzie Investment Management Inc.
(1990-1995).
</TABLE>
COMPENSATION TABLE
IVY FUND
(FISCAL YEAR ENDED DECEMBER 31, 1998)
PENSION OR TOTAL
AGGREGATE RETIREMENT ESTIMATED COMPENSATION
COMPENSATION BENEFITS ANNUAL FROM TRUST
FROM ACCRUED AS BENEFITS AND FUND
NAME, TRUST PART OF FUND UPON COMPLEX PAID
POSITION EXPENSES RETIREMENT TO TRUSTEES
John S. $18,000 N/A N/A $18,000
Anderegg, Jr.
(Trustee)
Paul H. $18,000 N/A N/A $18,000
Broyhill
(Trustee)
Keith J. $0 N/A N/A $0
Carlson
(Trustee and
President)
Stanley $18,000 N/A N/A $18,000
Channick
(Trustee)
Frank W. $18,000 N/A N/A $18,000
DeFriece, Jr.
(Trustee)
Roy J. $18,000 N/A N/A $18,000
Glauber
(Trustee)
Michael G. $0 N/A N/A $0
Landry
(Trustee and
Chairman of
the Board)
Joseph G. $18,000 N/A N/A $18,000
Rosenthal
(Trustee)
Richard N. $18,000 N/A N/A $18,000
Silverman
(Trustee)
J. Brendan $17,000 N/A N/A $17,000
Swan
(Trustee)
C. William $0 N/A N/A $0
Ferris
(Secretary/
Treasurer)
<PAGE>
To the knowledge of the Trust, as of March 31, 1999, no shareholder
owned beneficially or of record 5% or more of any Fund's outstanding shares of
any class, with the following exceptions:
CLASS A
Of the outstanding Class A shares of :
Ivy Asia Pacific Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 40,174.921
shares (16.51%), and Michael G. Landry, 211 S. Gordon Rd., Ft.
Lauderdale, FL 33301, owned of record 12,443.882 shares (5.11%);
Ivy Bond Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer Lake
Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 1,397,567.620 shares
(13.02%);
Ivy China Region Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 218,003.027
shares (13.26%), and Resources Trust Company, PO Box 3865, Englewood, CO
80155-3865, owned of record 186,351.290 shares (11.33%);
Ivy Developing Nations Fund, Donaldson Lufkin Jenrette Securities
Corporation Inc., PO Box 2052, Jersey City, NJ 07303-9998, owned of record
87,092.843 shares (11.31%), Donaldson Lufkin Jenrette Securities Corporation
Inc., PO Box 2052, Jersey City, NJ 07303-9998, owned of record 54,336.017 shares
(7.06%), and Merrill Lynch Pierce Fenner & Smith, 4800 Deer Lake Drive E, 3rd
Floor, Jacksonville, FL 32246, owned of record 41,198.769 shares (5.35%);
Ivy Global Natural Resources Fund, Carn & Co., Riggs Bank (TTEE) FBO
Care-Free Consolidated 401K Plan, PO Box 96211, Washington, DC 20090-6211, owned
of record 62,273.356 shares (29.71%), Carn & Co., Riggs Bank (TTEE) FBO Yazaki
Employee Savings & Retirement Plan, PO Box 96211, Washington, DC 20090-6211,
owned of record 22,533.136 shares (10.75%), and Mackenzie Investment Management
Inc., via Mizner Financial Plaza, 700 South Federal Highway, Suite 300, Boca
Raton, FL 33432, owned of record 11,957.023 shares (5.70%);
Ivy Global Science & Technology Fund, Donaldson Lufkin Jenrette
Securities Corporation Inc., PO Box 2052, Jersey City, NJ 07303-9998, owned of
record 99,948.978 shares (16.84%), Donaldson Lufkin Jenrette Securities
Corporation Inc., PO Box 2052, Jersey City, NJ 07303-9998, owned of record
65,325.391 shares (11.01%), and Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 31,922.542
shares (5.38%);
Ivy International Fund II, Merrill Lynch Pierce Fenner & Smith, 4800
Deer Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record
818,804.984 shares (34.10%);
Ivy International Fund, Charles Schwab & Co. Inc., 101 Montgomery
Street, San Francisco, CA 94104, owned of record 12,827,455.253 shares (35.28%),
and Merrill Lynch Pierce Fenner & Smith, 4800 Deer Lake Drive E, 3rd Floor,
Jacksonville, FL 32246, owned of record 6,083,813.996 shares (16.73%);
Ivy International Small Companies Fund, Donaldson Lufkin Jenrette
Securities Corporation Inc., PO Box 2052, Jersey City, NJ 07303-9998, owned of
record 19,762.181 shares (20.88%), and Mackenzie Investment Management Inc., via
Mizner Financial Plaza, 700 South Federal Highway, Suite 300, Boca Raton, FL
33432, owned of record 10,287.244 shares (10.87%).
Ivy Money Market Fund, Carn & Co., Riggs Bank (TTEE) FBO Plexus Corp
401K Plan, PO Box 96211, Washington, DC 20090-6211, owned of record
2,710,056.720 shares (13.19%), and Bear Stearns Securities Corp., 1 Metrotech
Center North, Brooklyn, NY 11201-3859, owned of record 1,432,318.960 shares
(6.97%).
Ivy Pan-Europe Fund, Mackenzie Investment Management Inc., via Mizner
Financial Plaza, 700 South Federal Highway, Suite 300, Boca Raton, FL 33432,
owned of record 37,553.145 shares (23.84%), and Merrill Lynch Pierce Fenner &
Smith, 4800 Deer Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of
record 27,122.193 shares (17.22%);
Ivy South America Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 45,710.848
shares (17.87%), and Charles Schwab & Co. Inc., 101 Montgomery Street, San
Francisco, CA 94104, owned of record 19,471.113 shares (7.61%), and William A.
Maczko & Mildred E. Helm Maczko, 2100 S. Ocean Ln., #1412, Ft. Lauderdale, FL
33316, owned of record 14,174.070 shares (5.54%);
Ivy US Blue Chip Fund, Helen L. Medvin, 4712 Michael Ave., North
Olmsted, OH 44070, owned of record 10,253.846 shares (7.12%), Donaldson Lufkin
Jenrette Securities Corporation Inc., PO Box 2052, Jersey City, NJ 07303-9998,
owned of record 8,986.371 shares (6.24%), and Janney Montgomery Scott Inc.,
Estate of David Craig, 1801 Market Street, Philadelphia, PA 19103-1675, owned of
record 8,880.995 shares (6.17%).
Ivy US Emerging Growth Fund, Donaldson Lufkin Jenrette Securities
Corporation Inc., PO Box 2052, Jersey City, NJ 07303-9998, owned of record
86,774.211 shares (5.08%);
CLASS B
Of the outstanding Class B shares of:
Ivy Asia Pacific Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 141,298.083
shares (35.22%);
Ivy Bond Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer Lake
Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 12,199,384.716
shares (48.92%);
Ivy China Region Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 107,725.641
shares (11.73%);
Ivy Developing Nations Fund, Merrill Lynch Pierce Fenner & Smith, 4800
Deer Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record
278,316.028 shares (28.37%);
Ivy Global Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer Lake
Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 68,719.447 shares
(11.93%);
Ivy Global Natural Resources Fund, Merrill Lynch Pierce Fenner & Smith,
4800 Deer Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record
83,599.984 shares (38.05%);
Ivy Global Science & Technology Fund, Merrill Lynch Pierce Fenner &
Smith, 4800 Deer Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of
record 40,990.672 shares (8.13%);
Ivy Growth Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer Lake
Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 24,939.375 shares
(8.96%);
Ivy Growth with Income Fund, Merrill Lynch Pierce Fenner & Smith, 4800
Deer Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record
263,081.752 shares (15.31%);
Ivy International Fund II, Merrill Lynch Pierce Fenner & Smith, 4800
Deer Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record
4,986,169.823 shares (60.62%);
Ivy International Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 5,678,407.729
shares (45.59%).
Ivy International Small Companies Fund, Merrill Lynch Pierce Fenner &
Smith, 4800 Deer Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of
record 24,340.066 shares (23.40%), PaineWebber, FBO B Carmage Walls Trust #10,
FBO Lissa Walls Trust and Cooper Walls TTEE, PO Box 42828, Houston, TX 77242,
owned of record 5,880.313 shares (5.65%), and PaineWebber, FBO B Carmage Walls
Trust #10, FBO Cooper Walls Trust and Cooper Walls TTEE, PO Box 42828, Houston,
TX 77242, owned of record 5,760.640 shares (5.53%);
Ivy Pan-Europe Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 66,847.392
shares (22.86%);
Ivy South America Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 46,359.136
shares (29.47%);
Ivy US Blue Chip Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 74,760.802
shares (18.62%), and Parker Hunter Incorporated, FBO Robert Crisci and Kathy
Crisci, PO Box 7629, 3525 Ellwood Road, New Castle, PA 16107-7629, owned of
record 24,779.090 shares (6.17%).
Ivy US Emerging Growth Fund, Merrill Lynch Pierce Fenner & Smith, 4800
Deer Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record
335,426.771 shares (21.10%);
CLASS C
Of the outstanding Class C shares of:
Ivy Asia Pacific Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 19,237.215
shares (5.33%);
Ivy Bond Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer Lake
Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 725,233.869 shares
(74.69%);
Ivy China Region Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 30,474.251
shares (27.72%), and IBT, (custodian) FBO Roy O. Derminer, 2236 Abbottwoods Ln.,
Orange City, FL 32763, owned of record 8,275.708 shares (7.52%);
Ivy Developing Nations Fund, Merrill Lynch Pierce Fenner & Smith, 4800
Deer Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 48,103,553
shares (11.99%);
Ivy Global Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer Lake
Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 6,585.276 shares
(19.35%), Donaldson Lufkin Jenrette Securities Corporation Inc., PO Box 2052,
Jersey City, NJ 07303-9998, owned of record 3,909.907 shares (11.48%), Robert W.
Baird & Co. Inc., 777 East Wisconsin Avenue, Milwaukee, WI 53202-5391, owned of
record 3,436.408 shares (10.09%), IBT, (custodian) FBO Mattie A. Allen, 755
Selma Pl., San Diego, CA 92114-1711, owned of record 3,095.552 shares (9.09%),
Smith Barney Inc., 388 Greenwich Street, New York, NY 10013, owned of record
2,436.584 shares (7.15%), and PaineWebber, (custodian) FBO Robert D.
Cuthbertson, PO Box 3321, Weehawken, NJ 07087-8154, owned of record 1,705.476
shares (5.01%);
Ivy Global Natural Resources Fund, Raymond James & Assoc. Inc.,
(custodian) Raymond W. Simmons, 6296 104th Avenue, Pinellas Park, FL 33782,
owned of record 981.281 shares (19.43%), Raymond James & Assoc. Inc.,
(custodian) Diversified Dental P/S, FBO Al Pollock, 10641 1st Street E., Suite
204, Treasure Island, FL 33706, owned of record 910.166 shares (18.02%), Robert
W. Baird & Co. Inc., 777 E. Wisconsin Avenue, Milwaukee, WI 53202-5391, owned of
record 613.622 shares (12.15%), Robert W. Baird & Co. Inc., 777 E. Wisconsin
Avenue, Milwaukee, WI 53202-5391, owned of record 550.722 shares (10.90%), Nancy
J. Cleare, 9381 US Hwy. 19 N, Pinellas Park, FL 33782, owned of record 541.597
shares (10.72%), Resources Trust Co., (custodian) FBO Jon K. Loessin, PO Box
5900, Denver, CO 80217, owned of record 535.023 shares (10.59%), Ester C.
Wickes, 19 Fawn Hill Rd., Tuxedo, NY 10987, owned of record 350.772 shares
(6.94%), and IBT, (custodian) FBO Salvatore Disalvo, 311 Bridle Path Lane,
Annapolis, MD 21403-1638, owned of record 299.993 shares (5.94%);
Ivy Global Science & Technology Fund, Merrill Lynch Pierce Fenner &
Smith, 4800 Deer Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of
record 38,011.661 shares (11.30%);
Ivy Growth Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer Lake
Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 7,477.571 shares
(47.23%), IBT, (custodian) FBO Joseph L. Wright, 32211 Pierce Street, Garden
City, MI 48135, owned of record 3,938.282 shares (24.87%), PaineWebber, FBO
Cynthia N. Young, PO Box 3321, Weehawken, NJ 07087-8154, owned of record 853.551
shares (5.39%), and Martin S. Sawyer & Ruth C. Sawyer, 5910 Wilson Blvd., #413,
Arlington, VA 22205, owned of record 844.906 shares (5.33%);
Ivy Growth with Income Fund, Merrill Lynch Pierce Fenner & Smith, 4800
Deer Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 11,534.267
shares (29.37%), Anthony L. Bassano & Marie E. Bassano, 8934 Bari Court, Port
Richie, FL 34668, owned of record 3,203.100 shares (8.15%), IBT, (custodian) FBO
Vytautas Snieckus, 1250 E 276th Street, Euclid, OH 44132, owned of record
2,645.907 shares (6.73%), PaineWebber, (custodian) FBO Patricia Cramer Russell,
PO Box 3321, Weehawken, NJ 07087-8154, owned of record 2,191.410 shares (5.58%),
IBT, (custodian) FBO Kevin D. Thistle, 1017 Glencrest Court, Saulkville, WI
53080, owned of record 2,130.626 shares (5.42%), and IBT, (custodian) FBO Carol
E. Greivell, 985 N Broadway, #67, Depere, WI 54115, owned of record 2,106.814
shares (5.36%);
Ivy International Fund II, Merrill Lynch Pierce Fenner & Smith, 4800
Deer Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record
2,908,557.453 shares (74.01%);
Ivy International Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 2,189,094.234
shares (64.38%);
Ivy International Small Companies Fund, Merrill Lynch Pierce Fenner &
Smith, 4800 Deer Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of
record 87,014.649 shares (90.31%);
Ivy Money Market Fund, PaineWebber, FBO Bruce Blank, PO Box 3321,
Weehawken, NJ 07087-8154, owned of record 103,905.380 shares (17.65%), IBT
(custodian) FBO, Marcelette V. Manning, 1371 Mt. View Lane, Chula Vista, CA
91911, owned of record 65,194.630 shares (11.07%), IBT (custodian) FBO Diana
Rooney, 2441 S. 9th St., El Centro, CA 92243, owned of record 62,822.810 shares
(10.67%), Robert J. Laws & Katherine A. Laws, PO Box 723, Ramona, CA 92065,
owned of record 42,920.450 shares (7.29%), IBT (custodian) FBO Betty J. Carson,
1987 Higgins Lane, El Centro, CA 92243, owned of record 39,398.780 shares
(6.69%), Paul M. Benard, 40 Arrowhead Farm Road, Boxford, MA 01921, owned of
record 33,488.010 shares (5.68%), Diane C. Benard, 40 Arrowhead Farm Road,
Boxford, MA 01921, owned of record 33,488.010 shares (5.68%), and PaineWebber,
FBO Kathleen L. Diller, PO Box 3321, Weehawken, NJ 07087-8154, owned of record
30,238.920 shares (5.13%).
Ivy Pan-Europe Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 26,948.668
shares (44.12%), Resources Trust Company, FBO Terry K. Ramnanan, PO Box 5900,
Denver, CO 80217, owned of record 14,652.015 shares (23.99%), and Donaldson
Lufkin Jenrette Securities Corporation Inc., PO Box 2052, Jersey City, NJ
07303-9998, owned of record 4,663.657 shares (7.63%);
Ivy South America Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 10,956.813
shares (58.18%), Interstate/Johnson Lane, Interstate Tower, PO Box 1220,
Charlotte, NC 28201-1220, owned of record 2,617.801 shares (13.90%), Donaldson
Lufkin Jenrette Securities Corporation Inc., PO Box 2052, Jersey City, NJ
07303-9998, owned of record 2,318.301 shares (12.31%), Donaldson Lufkin Jenrette
Securities Corporation Inc., PO Box 2052, Jersey City, NJ 07303-9998, owned of
record 1,133.787 shares (6.02%), and Smith Barney Inc., 388 Greenwich Street,
New York, NY 10013, owned of record 966.121 shares (5.13%);
Ivy US Blue Chip Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 8,485.693
shares (10.18%), Donaldson Lufkin Jenrette Securities Corporation Inc., PO Box
2052, Jersey City, NJ 07303-9998, owned of record 6,066.012 shares (7.27%), IBT,
(custodian) FBO Roy O. Derminer, 2236 Abbottwoods LN, Orange City, FL 32763,
owned of record 4,517.953 shares (5.42%), and Donaldson Lufkin Jenrette
Securities Corporation Inc., PO Box 2052, Jersey City, NJ 07303-9998, owned of
record 4,412.541 shares (5.29%);
Ivy US Emerging Growth Fund, Merrill Lynch Pierce Fenner & Smith, 4800
Deer Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 96,481.220
shares (30.56%);
CLASS I
Of the outstanding Class I shares of:
Ivy International Fund, The John E. Fetzer Institute Inc., 9292 W KL
Ave., Kalamazoo, MI 49009, owned of record 727,066.771 shares (19.12%), State
Street Bank, (TTEE) FBO Allison Engines, 200 Newport Ave., 7th Floor, North
Quincy, MA 02171, owned of record 292,309.556 shares (7.68%), Lynspen and
Company, PO Box 830804, Birmingham, AL 35283, owned of record 276,747.272 shares
(7.27%), and U A Local 447 Pension Trust Fund, 5841 Newman Ct., Sacramento, CA
95819, owned of record 240,427.057 shares (6.32%).
ADVISOR CLASS
Of the outstanding Advisor Class shares of:
Ivy Bond Fund, NFSC FEBO, C. William Ferris, Michael Landry/Keith
Carlson, 700 South Federal Highway, Boca Raton, FL 33432-6114, owned of record
13,944.569 shares (77.94%), and Donaldson Lufkin Jenrette Securities Corporation
Inc., PO Box 2052, Jersey City, NJ 07303-9998, owned of record 3,252.157 shares
(18.17%);
Ivy China Region Fund, Donaldson Lufkin Jenrette Securities Corporation
Inc., PO Box 2052, Jersey City, NJ 07303-9998, owned of record 1,354.000 shares
(84.59%), and Donaldson Lufkin Jenrette Securities Corporation Inc., PO Box
2052, Jersey City, NJ 07303-9998, owned of record 192.447 shares (12.02%).
Ivy Developing Nations Fund, NFSC FEBO, C. William Ferris, Michael
Landry/Keith Carlson, 700 South Federal Highway, Boca Raton, FL 33432-6114,
owned of record 14,362.134 shares (100%);
Ivy Global Fund, NFSC FEBO, C. William Ferris, Michael Landry/Keith
Carlson, 700 South Federal Highway, Boca Raton, FL 33432-6114, owned of record
30,007.844 shares (100%);
Ivy Global Science & Technology Fund, IBT, (custodian) FBO Deborah P.
Mason, 3406 Cypress Landing Dr., Valrico, FL 33594, owned of record 629.966
shares (36.59%), Donaldson Lufkin Jenrette Securities Corporation Inc., PO Box
2052, Jersey City, NJ 07303-9998, owned of record 534.539 shares (31.04%),
Donaldson Lufkin Jenrette Securities Corporation Inc., PO Box 2052, Jersey City,
NJ 07303-9998, owned of record 418.586 shares (24.31%), and Donaldson Lufkin
Jenrette Securities Corporation Inc., PO Box 2052, Jersey City, NJ 07303-9998,
owned of record 138.549 shares (8.04%);
Ivy Growth Fund, NFSC FEBO, C. William Ferris, Michael Landry/Keith
Carlson, 700 South Federal Highway, Boca Raton, FL 33432-6114, owned of record
16,572.658 shares (99.90%);
Ivy Growth with Income Fund, NFSC FEBO, C. William Ferris, Michael
Landry/Keith Carlson, 700 South Federal Highway, Boca Raton, FL 33432-6114,
owned of record 25,118.240 shares (100%);
Ivy International Fund II, Charles Scwab & Co. Inc., 101 Montgomery
Street, San Francisco, CA 94104, owned of record 7,913.113 shares (11.19%),
Donaldson Lufkin Jenrette Securities Corporation Inc., PO Box 2052, Jersey City,
NJ 07303-9998, owned of record 6,471.430 shares (9.15%), and Donaldson Lufkin
Jenrette Securities Corporation Inc., PO Box 2052, Jersey City, NJ 07303-9998,
owned of record 4,602.660 shares (6.50%);
Ivy Pan-Europe Fund, NFSC FEBO, C. William Ferris, Michael Landry/Keith
Carlson, 700 South Federal Highway, Boca Raton, FL 33432-6114, owned of record
3,424.319 shares (47.51%), Donaldson Lufkin Jenrette Securities Corporation
Inc., PO Box 2052, Jersey City, NJ 07303-9998, owned of record 1,191.422 shares
(16.53%), Donaldson Lufkin Jenrette Securities Corporation Inc., PO Box 2052,
Jersey City, NJ 07303-9998, owned of record 947.119 shares (13.14%), Donaldson
Lufkin Jenrette Securities Corporation Inc., PO Box 2052, Jersey City, NJ
07303-9998, owned of record 653.595 shares (9.06%), and Charles Schwab & Co.
Inc., 101 Montgomery Street, San Francisco, CA 94104,owned of record 406.639
shares (5.64%);
Ivy US Blue Chip Fund, Mackenzie Investment Management Inc., Via Mizner
Financial Plaza, 700 South Federal Highway, Suite 300, Boca Raton, FL 33432,
owned of record 50,001.000 shares (80.05%), NFSC FEBO, C. William Ferris,
Michael Landry/Keith Carlson, 700 South Federal Highway, Boca Raton, FL
33432-6114, owned of record 7,419.362 shares (11.87%), and Charles Scwab & Co.
Inc., 101 Montgomery Street, San Francisco, CA 94104, owned of record 3,678.690
shares (5.88%);
Ivy US Emerging Growth Fund, NFSC FEBO, C. William Ferris, Michael
Landry/Keith Carlson, 700 South Federal Highway, Boca Raton, FL 33432-6114,
owned of record 20,670.236 shares (84.78%), and Charles Schwab & Co. Inc., 101
Montgomery Street, San Francisco, CA 94104, owned of record 1,927.965 shares
(7.90%).
As of April 16, 1999, the Officers and Trustees of the Trust as a group
owned beneficially or of record less than 1% of the outstanding Class A, Class
B, Class C, Class I and Advisor Class shares of each of the nineteen Ivy funds
that are series of the Trust, except that the Officers and Trustees of the Trust
as a group owned 3.93%, 1.94%, 1.19%, and 2.09%, respectively, of Ivy Asia
Pacific Fund Class A shares, Ivy Global Natural Resources Fund Class A shares,
Ivy Money Market Fund Class A shares, and Ivy South America Fund Class A shares,
respectively, as of that date.
PERSONAL INVESTMENTS BY EMPLOYEES OF IMI. Employees of IMI are
permitted to make personal securities transactions, subject to the requirements
and restrictions set forth in IMI's Code of Ethics and Business Conduct Policy
(the "Code of Ethics"). The Code of Ethics is designed to identify and address
certain conflicts of interest between personal investment activities and the
interests of investment advisory clients such as the Funds. Among other things,
the Code of Ethics, which generally complies with standards recommended by the
Investment Company Institute's Advisory Group on Personal Investing, prohibits
certain types of transactions absent prior approval, applies to portfolio
managers, traders, research analysts and others involved in the investment
advisory process, and imposes time periods during which personal transactions
may not be made in certain securities, and requires the submission of duplicate
broker confirmations and monthly reporting of securities transactions.
Exceptions to these and other provisions of the Code of Ethics may be granted in
particular circumstances after review by appropriate personnel.
INVESTMENT ADVISORY AND OTHER SERVICES
BUSINESS MANAGEMENT AND INVESTMENT ADVISORY SERVICES
IMI is a wholly owned subsidiary of Mackenzie Investment Management
Inc. ("MIMI"). MIMI, a Delaware corporation, has approximately 10% of its
outstanding common stock listed for trading on the Toronto Stock Exchange
("TSE"). MIMI is a subsidiary of Mackenzie Financial Corporation ("MFC"), 150
Bloor Street West, Toronto, Ontario, Canada, a public corporation organized
under the laws of Ontario and whose shares are listed for trading on the TSE.
MFC provides investment advisory services to the Fund pursuant to an Investment
Advisory Agreement, and IMI provides business management and investment advisory
services to each of the other Funds pursuant to a Business Management and
Investment Advisory Agreement (each an "Agreement"). IMI provides business
management services to Ivy Global Natural Resources Fund pursuant to a Business
Management Agreement (the "Management Agreement"). IMI currently acts as manager
and investment adviser to the following additional investment companies
registered under the 1940 Act: Ivy Asia Pacific Fund, Ivy Bond Fund, Ivy China
Region Fund, Ivy Developing Nations Fund, Ivy Growth Fund, Ivy Growth with
Income Fund, Ivy International Fund, Ivy International Strategic Bond Fund, Ivy
Money Market Fund, Ivy South America Fund, Ivy US Blue Chip Fund and Ivy US
Emerging Growth Fund.
The Agreements obligate IMI and MFC to make investments for the account
of each Fund in accordance with its best judgment and within the investment
objectives and restrictions set forth in the Prospectus, the 1940 Act and the
provisions of the Code relating to regulated investment companies, subject to
policy decisions adopted by the Board. IMI and MFC also determine the securities
to be purchased or sold by each Fund and place orders with brokers or dealers
who deal in such securities.
Under the IMI Agreement and the Management Agreement, IMI also provides
certain business management services. IMI is obligated to (1) coordinate with
each Fund's Custodian and monitor the services it provides to each Fund; (2)
coordinate with and monitor any other third parties furnishing services to each
Fund; (3) provide each Fund with necessary office space, telephones and other
communications facilities as are adequate for the Fund's needs; (4) provide the
services of individuals competent to perform administrative and clerical
functions that are not performed by employees or other agents engaged by each
Fund or by IMI acting in some other capacity pursuant to a separate agreement or
arrangements with the Fund; (5) maintain or supervise the maintenance by third
parties of such books and records of the Trust as may be required by applicable
Federal or state law; (6) authorize and permit IMI's directors, officers and
employees who may be elected or appointed as trustees or officers of the Trust
to serve in such capacities; and (7) take such other action with respect to the
Trust, after approval by the Trust as may be required by applicable law,
including without limitation the rules and regulations of the SEC and of state
securities commissions and other regulatory agencies. IMI is also responsible
for reviewing the activities of MFC to ensure that Ivy Global Natural Resources
Fund is operated in compliance with its investment objectives and policies and
with the 1940 Act.
Henderson Investment Management Limited ("Henderson"), 3 Finsbury
Avenue, London, England EC2M 2PA, serves as subadviser to Ivy European
Opportunities Fund under an Agreement with IMI. For its services, Henderson
receives a fee from IMI that is equal, on an annual basis, to .50% of the Fund's
average net assets. As of February 1, 1999, Henderson also serves as subadviser
with respect to 50% of the net assets of Ivy International Small Companies Fund,
for which Henderson receives a fee from IMI that is equal, on an annual basis,
to .50% of that portion of the Fund's assets that Henderson manages. Henderson
is an indirect, wholly owned subsidiary of AMP Limited, an Australian life
insurance and financial services company located in New South Wales, Australia.
Ivy Global Natural Resources Fund pays IMI a monthly fee for providing
business management services at an annual rate of 0.50% of the Fund's average
net assets. For investment advisory services, Ivy Global Natural Resources Fund
pays MFC a monthly fee at an annual rate of 0.50% of its average net assets.
During the fiscal years ended December 31, 1997 and 1998, Ivy Global
Natural Resources Fund paid IMI fees of $32,056 and $20,977, respectively.
During the fiscal years ended December 31, 1997 and 1998, IMI reimbursed Fund
expenses in the amount of $25,180 and $147,952, respectively. During the fiscal
years ended December 31, 1997 and 1998, the Fund paid MFC fees of $32,056 and
$20,977, respectively.
Each other Fund pays IMI a monthly fee for providing business
management and investment advisory services at an annual rate of 1.00% of the
Fund's average net assets.
During the fiscal years ended December 31, 1996, 1997 and 1998, Ivy
Global Fund paid IMI fees of $301,433, $383,981 and $275,958, respectively.
During the same periods, IMI reimbursed Fund expenses in the amount of $0, $0
and $98,102, respectively.
During the period from July 22, 1996 (commencement of operations) to
December 31, 1996, and during the fiscal years ended December 31, 1997 and 1998,
Ivy Global Science & Technology Fund paid IMI fees of $20,965, $229,616 and
$280,079, respectively. During the same periods, IMI reimbursed Fund expenses in
the amount of $14,813, $0 and $0, respectively.
During the period from May 13, 1997 (commencement of operations) to
December 31, 1997 and the fiscal year ended December 31, 1998, Ivy International
Fund II paid IMI fees of $413,862 and $1,356,028, respectively. During the same
periods, IMI reimbursed Fund expenses in the amount of $123,177 and $186,536,
respectively.
During the fiscal years ended December 31, 1997 and 1998, Ivy
International Small Companies Fund paid IMI fees of $28,799 and $34,504,
respectively. During the same periods, IMI reimbursed Fund expenses in the
amount of $28,799 and $134,787, respectively.
During the period from May 13, 1997 (commencement of operations) to
December 31, 1997 and the fiscal year ended December 31, 1998, Ivy Pan-Europe
Fund paid IMI fees of $1,974 and $43,978, respectively. During the same periods,
IMI reimbursed Fund expenses in the amount of $1,974 and $148,399, respectively.
Under the Agreements, the Trust pays the following expenses: (1) the
fees and expenses of the Trust's Independent Trustees; (2) the salaries and
expenses of any of the Trust's officers or employees who are not affiliated with
IMI; (3) interest expenses; (4) taxes and governmental fees, including any
original issue taxes or transfer taxes applicable to the sale or delivery of
shares or certificates therefor; (5) brokerage commissions and other expenses
incurred in acquiring or disposing of portfolio securities; (6) the expenses of
registering and qualifying shares for sale with the SEC and with various state
securities commissions; (7) accounting and legal costs; (8) insurance premiums;
(9) fees and expenses of the Trust's Custodian and Transfer Agent and any
related services; (10) expenses of obtaining quotations of portfolio securities
and of pricing shares; (11) expenses of maintaining the Trust's legal existence
and of shareholders' meetings; (12) expenses of preparation and distribution to
existing shareholders of periodic reports, proxy materials and prospectuses; and
(13) fees and expenses of membership in industry organizations.
IMI currently limits each Fund's total operating expenses (excluding
Rule 12b-1 fees, interest, taxes, brokerage commissions, litigation,
class-specific expenses, indemnification expenses, and extraordinary expenses)
to an annual rate of 1.95% of that Fund's average net assets, which may lower
each Fund's expenses and increase its yield.
The Agreements will continue in effect with respect to each Fund from
year to year, only so long as the continuance is specifically approved at least
annually (i) by the vote of a majority of the Independent Trustees and (ii)
either (a) by the vote of a majority of the outstanding voting securities (as
defined in the 1940 Act) of that Fund or (b) by the vote of a majority of the
entire Board. If the question of continuance of the Agreement (or adoption of
any new agreement) is presented to the shareholders, continuance (or adoption)
shall be effected with respect to each Fund only if approved by the affirmative
vote of a majority of the outstanding voting securities of that Fund. See
"Capitalization and Voting Rights."
The Agreements may be terminated with respect to each Fund at any time,
without payment of any penalty, by the vote of a majority of the Board, or by a
vote of a majority of the outstanding voting securities of a Fund, on 60 days'
written notice to IMI, or by IMI on 60 days' written notice to the Trust. Each
Agreement shall terminate automatically in the event of its assignment.
DISTRIBUTION SERVICES
IMDI, a wholly owned subsidiary of MIMI, serves as the exclusive
distributor of each Fund's shares pursuant to an Amended and Restated
Distribution Agreement with the Trust dated March 16, 1999, as amended from time
to time (the "Distribution Agreement"). IMDI distributes shares of each Fund
through broker-dealers who are members of the National Association of Securities
Dealers, Inc. and who have executed dealer agreements with IMDI. IMDI
distributes shares of each Fund on a continuous basis, but reserves the right to
suspend or discontinue distribution on that basis. IMDI is not obligated to sell
any specific amount of Fund shares.
Each Fund has authorized IMDI to accept on its behalf purchase and
redemption orders. IMDI is also authorized to designate other intermediaries to
accept purchase and redemption orders on each Fund's behalf. Each Fund will be
deemed to have received a purchase or redemption order when an authorized
intermediary or, if applicable, an intermediary's authorized designee, accepts
the order. Client orders will be priced at each Fund's Net Asset Value next
computed after an authorized intermediary or the intermediary's authorized
designee accepts them.
Pursuant to the Distribution Agreement, IMDI is entitled to deduct a
commission on all Class A Fund shares sold equal to the difference, if any,
between the public offering price, as set forth in each Fund's then-current
prospectus, and the net asset value on which such price is based. Out of that
commission, IMDI may reallow to dealers such concession as IMDI may determine
from time to time. In addition, IMDI is entitled to deduct a CDSC on the
redemption of Class A shares sold without an initial sales charge and Class B
and Class C shares, in accordance with, and in the manner set forth in, the
Prospectus.
Under the Distribution Agreement, each Fund bears, among other
expenses, the expenses of registering and qualifying its shares for sale under
Federal and state securities laws and preparing and distributing to existing
shareholders periodic reports, proxy materials and prospectuses.
During the fiscal year ended December 31, 1998, IMDI received from
sales of Class A shares of Ivy Global Fund $17,112 in sales commissions, of
which $2,536 was retained after dealer allowances. During the fiscal year ended
December 31, 1998, IMDI received $73,203 in CDSCs on redemptions of Class B
shares of Ivy Global Fund. During the fiscal year ended December 31, 1998, IMDI
received $376 in CDSCs on redemptions of Class C shares of Ivy Global Fund.
During the fiscal year ended December 31, 1998, IMDI received from
sales of Class A shares of Ivy Global Natural Resources Fund $3,682 in sales
commissions, of which $580 was retained after dealer allowances. During the
fiscal year ended December 31, 1998, IMDI received $4,102 in CDSCs on
redemptions of Class B shares of Ivy Global Natural Resources Fund. During the
fiscal year ended December 31, 1998, IMDI received $69 in CDSCs on redemptions
of Class C shares of Ivy Global Natural Resources Fund.
During the fiscal year ended December 31, 1998, IMDI received from
sales of Class A shares of Ivy Global Science & Technology Fund $54,052 in sales
commissions, of which $7,170 was retained after dealer allowances. During the
fiscal year ended December 31, 1998, IMDI received $61,393 in CDSCs on
redemptions of Class B shares of Ivy Global Science & Technology Fund. During
the fiscal year ended December 31, 1998, IMDI received $3,300 in CDSCs on
redemptions of Class C shares of Ivy Global Science & Technology Fund.
During the fiscal year ended December 31, 1998, IMDI received from
sales of Class A shares of Ivy International Fund II $432,944 in sales
commissions, of which $31,170 was retained after dealer allowances. During the
fiscal year ended December 31, 1998, IMDI received $249,362 in CDSCs on
redemptions of Class B shares of Ivy International Fund II. During the fiscal
year ended December 31, 1998, IMDI received $51,479 in CDSCs on redemptions of
Class C shares of Ivy International Fund II.
During the fiscal year ended December 31, 1998, IMDI received from
sales of Class A shares of Ivy International Small Companies Fund $7,460 in
sales commissions, of which $578 was retained after dealer allowances. During
the fiscal year ended December 31, 1998, IMDI received $3,384 in CDSCs on
redemptions of Class B shares of Ivy International Small Companies Fund. During
the fiscal year ended December 31, 1998, IMDI received $1,506 in CDSCs on
redemptions of Class C shares of Ivy International Small Companies Fund.
During the fiscal year ended December 31, 1998, IMDI received from
sales of Class A shares of Ivy Pan-Europe Fund $42,584 in sales commissions, of
which $5,031 was retained after dealer allowances. During the fiscal year ended
December 31, 1998, IMDI received $55,437 in CDSCs on redemptions of Class B
shares of Ivy International Pan-Europe Fund. During the fiscal year ended
December 31, 1998, IMDI received $631 in CDSCs on redemptions of Class C shares
of Ivy Pan-Europe Fund.
The Distribution Agreement will continue in effect for successive
one-year periods, provided that such continuance is specifically approved at
least annually by the vote of a majority of the Independent Trustees, cast in
person at a meeting called for that purpose and by the vote of either a majority
of the entire Board or a majority of the outstanding voting securities of each
Fund. The Distribution Agreement may be terminated with respect to any Fund at
any time, without payment of any penalty, by IMDI on 60 days' written notice to
the Fund or by a Fund by vote of either a majority of the outstanding voting
securities of the Fund or a majority of the Independent Trustees on 60 days'
written notice to IMDI. The Distribution Agreement shall terminate automatically
in the event of its assignment.
RULE 18F-3 PLAN. On February 23, 1995, the SEC adopted Rule 18f-3 under
the 1940 Act, which permits a registered open-end investment company to issue
multiple classes of shares in accordance with a written plan approved by the
investment company's board of directors/trustees and filed with the SEC. The
Board has adopted a Rule 18f-3 plan on behalf of each Fund. The key features of
the Rule 18f-3 plan are as follows: (i) shares of each class of each Fund
represent an equal pro rata interest in that Fund and generally have identical
voting, dividend, liquidation, and other rights, preferences, powers,
restrictions, limitations, qualifications, terms and conditions, except that
each class bears certain class-specific expenses and has separate voting rights
on certain matters that relate solely to that class or in which the interests of
shareholders of one class differ from the interests of shareholders of another
class; (ii) subject to certain limitations described in the Prospectus, shares
of a particular class of each Fund may be exchanged for shares of the same class
of another Ivy fund; and (iii) each Fund's Class B shares will convert
automatically into Class A shares of that Fund after a period of eight years,
based on the relative net asset value of such shares at the time of conversion.
RULE 12B-1 DISTRIBUTION PLANS. The Trust has adopted on behalf of each
Fund, in accordance with Rule 12b-1 under the 1940 Act, separate Rule 12b-1
distribution plans pertaining to each Fund's Class A, Class B and Class C shares
(each, a "Plan"). In adopting each Plan, a majority of the Independent Trustees
have concluded in accordance with the requirements of Rule 12b-1 that there is a
reasonable likelihood that each Plan will benefit each Fund and its
shareholders. The Trustees of the Trust believe that the Plans should result in
greater sales and/or fewer redemptions of each Fund's shares, although it is
impossible to know for certain the level of sales and redemptions of any Fund's
shares in the absence of a Plan or under an alternative distribution
arrangement.
Under each Plan, each Fund pays IMDI a service fee, accrued daily and
paid monthly, at the annual rate of up to 0.25% of the average daily net assets
attributable to its Class A, Class B or Class C shares, as the case may be. This
fee constitutes reimbursement to IMDI for fees paid by IMDI. The services for
which service fees may be paid include, among other things, advising clients or
customers regarding the purchase, sale or retention of shares of the Fund,
answering routine inquiries concerning the Fund and assisting shareholders in
changing options or enrolling in specific plans. Pursuant to each Plan, service
fee payments made out of or charged against the assets attributable to the
Fund's Class A, Class B or Class C shares must be in reimbursement for services
rendered for or on behalf of the affected class. The expenses not reimbursed in
any one month may be reimbursed in a subsequent month. The Class A Plan does not
provide for the payment of interest or carrying charges as distribution
expenses.
Under each Fund's Class B and Class C Plans, each Fund also pays IMDI a
distribution fee, accrued daily and paid monthly, at the annual rate of 0.75% of
the average daily net assets attributable to its Class B or Class C shares. This
fee constitutes compensation to IMDI and is not dependent on IMDI's expenses
incurred. IMDI may reallow to dealers all or a portion of the service and
distribution fees as IMDI may determine from time to time. The distribution fee
compensates IMDI for expenses incurred in connection with activities primarily
intended to result in the sale of the Fund's Class B or Class C shares,
including the printing of prospectuses and reports for persons other than
existing shareholders and the preparation, printing and distribution of sales
literature and advertising materials. Pursuant to each Class B and Class C Plan,
IMDI may include interest, carrying or other finance charges in its calculation
of distribution expenses, if not prohibited from doing so pursuant to an order
of or a regulation adopted by the SEC.
Among other things, each Plan provides that (1) IMDI will submit to the
Board at least quarterly, and the Trustees will review, written reports
regarding all amounts expended under the Plan and the purposes for which such
expenditures were made; (2) each Plan will continue in effect only so long as
such continuance is approved at least annually, and any material amendment
thereto is approved, by the votes of a majority of the Board, including the
Independent Trustees, cast in person at a meeting called for that purpose; (3)
payments by each Fund under each Plan shall not be materially increased without
the affirmative vote of the holders of a majority of the outstanding shares of
the relevant class; and (4) while each Plan is in effect, the selection and
nomination of Independent Trustees shall be committed to the discretion of the
Trustees who are not "interested persons" of the Trust.
IMDI may make payments for distribution assistance and for
administrative and accounting services from resources that may include the
management fees paid by each Fund. IMDI also may make payments (such as the
service fee payments described above) to unaffiliated broker-dealers for
services rendered in the distribution of each Fund's shares. To qualify for such
payments, shares may be subject to a minimum holding period. However, no such
payments will be made to any dealer or broker if at the end of each year the
amount of shares held does not exceed a minimum amount. The minimum holding
period and minimum level of holdings will be determined from time to time by
IMDI.
A report of the amount expended pursuant to each Plan, and the purposes
for which such expenditures were incurred, must be made to the Board for its
review at least quarterly.
The Class B Plan and underwriting agreement were amended effective
March 16, 1999 to permit IMDI to sell its right to receive distribution fees
under the Class B Plan and CDSCs to third parties. IMDI enters into such
transactions to finance the payment of commissions to brokers at the time of
sale and other distribution-related expenses. In connection with such
amendments, the Trust has agreed that the distribution fee will not be
terminated or modified (including a modification by change in the rules relating
to the conversion of Class B shares into shares of another class) for any reason
(including a termination of the underwriting agreement) except:
(i) to the extent required by a change in the 1940 Act, the rules
or regulations under the 1940 Act, or the Conduct Rules of the
NASD, in each case enacted, issued, or promulgated after March
16, 1999;
(ii) on a basis which does not alter the amount of the distribution
payments to IMDI computed with reference to Class B shares the
date of original issuance of which occurred on or before
December 31, 1998;
(iii) in connection with a Complete Termination (as defined in the
Class B Plan); or
(iv) on a basis determined by the Board of Trustees acting in good
faith so long as (a) neither the Trust nor any successor trust or
fund or any trust or fund acquiring a substantial portion of the
assets of the Trust (collectively, the "Affected Funds") nor the
sponsors of the Affected Funds pay, directly or indirectly, as a
fee, a trailer fee, or by way of reimbursement, any fee, however
denominated, to any person for personal services, account
maintenance services or other shareholder services rendered to
the holder of Class B shares of the Affected Funds from and after
the effective date of such modification or termination, and (b)
the termination or modification of the distribution fee applies
with equal effect to all outstanding Class B shares from time to
time of all Affected Funds regardless of the date of issuance
thereof.
In the amendments to the underwriting agreement, the Trust has also
agreed that it will not take any action to waive or change any CDSC in respect
of any Class B share the date of original issuance of which occurred on or
before December 31, 1998, except as provided in the Trust's prospectus or
statement of additional information, without the consent of IMDI and its
transferees.
During the fiscal year ended December 31, 1998, Ivy Global Fund paid
IMDI $44,345 pursuant to its Class A plan. During the fiscal year ended December
31, 1998 Ivy Global Fund paid IMDI $90,354 pursuant to its Class B plan. During
the fiscal year ended December 31, 1998, the Fund paid IMDI $6,144 pursuant to
its Class C plan.
During the fiscal year ended December 31, 1998, IMDI expended the
following amounts in marketing Class A shares of Ivy Global Fund: advertising
$1,580; printing and mailing of prospectuses to persons other than current
shareholders, $4,120; compensation to dealers, $8,372; compensation to sales
personnel, $49,694; seminars and meetings, $2,093; travel and entertainment,
$3,947; general and administrative, $28,496; telephone, $1,453; and occupancy
and equipment rental, $4,244.
During the fiscal year ended December 31, 1998, IMDI expended the
following amounts in marketing Class B shares of Ivy Global Fund: advertising,
$805; printing and mailing of prospectuses to persons other than current
shareholders, $2,091; compensation to dealers, $48,238; compensation to sales
personnel, $25,262; seminars and meetings, $12,059; travel and entertainment,
$2,007; general and administrative, $14,473; telephone, $738; and occupancy and
equipment rental $2,150.
During the fiscal year ended December 31, 1998, IMDI expended the
following amounts in marketing Class C shares of Ivy Global Fund: advertising,
$55; printing and mailing of prospectuses to persons other than current
shareholders, $145; compensation to dealers, $2,852; compensation to sales
personnel, $1,687; seminars and meetings, $713; travel and entertainment, $133;
general administrative, $964; telephone, $49; and occupancy and equipment
rental, $144.
During the fiscal year ended December 31, 1998, Ivy Global Natural
Resources Fund paid IMDI $5,281 pursuant to its Class A plan. During the fiscal
year ended December 31, 1998 Ivy Global Natural Resources Fund paid IMDI $19,536
pursuant to its Class B plan. During the fiscal year ended December 31, 1998,
the Fund paid IMDI $932 pursuant to its Class C plan.
During the fiscal year ended December 31, 1998, IMDI expended the
following amounts in marketing Class A shares of Ivy Global Natural Resources
Fund: advertising $179; printing and mailing of prospectuses to persons other
than current shareholders, $4,001; compensation to dealers, $857; compensation
to sales personnel $5,622; seminars and meetings, $214; travel and
entertainment, $444; general and administrative, $3,244; telephone, $167; and
occupancy and equipment rental, $500.
During the fiscal year ended December 31, 1998, IMDI expended the
following amounts in marketing Class B shares of Ivy Global Natural Resources
Fund: advertising, $173; printing and mailing of prospectuses to persons other
than current shareholders, $3,705; compensation to dealers, $6,766; compensation
to sales personnel, $5,345; seminars and meetings, $1,692; travel and
entertainment, $423; general and administrative, $3,056; telephone, $155; and
occupancy and equipment rental $455.
During the fiscal year ended December 31, 1998, IMDI expended the
following amounts in marketing Class C shares of Ivy Global Natural Resources
Fund: advertising, $9; printing and mailing of prospectuses to persons other
than current shareholders, $180; compensation to dealers, $258; compensation to
sales personnel, $251; seminars and meetings, $64; travel and entertainment,
$19; general administrative, $144; telephone, $7; and occupancy and equipment
rental, $20.
During the fiscal year ended December 31, 1998, Ivy Global Science &
Technology Fund paid IMDI $31,407 pursuant to its Class A plan. During the
fiscal year ended December 31, 1998 Ivy Global Science & Technology Fund paid
IMDI $83,768 pursuant to its Class B plan. During the fiscal year ended December
31, 1998, the Fund paid IMDI $70,575 pursuant to its Class C plan.
During the fiscal year ended December 31, 1998, IMDI expended the
following amounts in marketing Class A shares of Ivy Global Science & Technology
Fund: advertising $1,152; printing and mailing of prospectuses to persons other
than current shareholders, $8,036; compensation to dealers, $6,521; compensation
to sales personnel $36,485; seminars and meetings, $1,630; travel and
entertainment, $2,912; general and administrative, $20,884; telephone, $1,060;
and occupancy and equipment rental, $3,061.
During the fiscal year ended December 31, 1998, IMDI expended the
following amounts in marketing Class B shares of Ivy Global Science & Technology
Fund: advertising, $759; printing and mailing of prospectuses to persons other
than current shareholders, $5,270; compensation to dealers, $56,200;
compensation to sales personnel, $23,952; seminars and meetings, $14,050; travel
and entertainment, $1,911; general and administrative, $13,690; telephone, $693;
and occupancy and equipment rental $2,001.
During the fiscal year ended December 31, 1998, IMDI expended the
following amounts in marketing Class C shares of Ivy Global Science & Technology
Fund: advertising, $640; printing and mailing of prospectuses to persons other
than current shareholders, $4,461; compensation to dealers, $33,039;
compensation to sales personnel, $20,289; seminars and meetings, $8,260; travel
and entertainment, $1,620; general administrative, $11,604; telephone, $588; and
occupancy and equipment rental, $1,696.
During the fiscal year ended December 31, 1998, Ivy International Fund
II paid IMDI $59,094 pursuant to its Class A plan. During the fiscal year ended
December 31, 1998 Ivy International Fund II paid IMDI $738,981 pursuant to its
Class B plan. During the fiscal year ended December 31, 1998, the Fund paid IMDI
$377,064 pursuant to its Class C plan.
During the fiscal year ended December 31, 1998, IMDI expended the
following amounts in marketing Class A shares of Ivy International Fund II:
advertising $1,992; printing and mailing of prospectuses to persons other than
current shareholders, $9,663; compensation to dealers, $11,030; compensation to
sales personnel $64,753; seminars and meetings, $2,757; travel and
entertainment, $5,212; general and administrative, $37,144; telephone, $1,881;
and occupancy and equipment rental, $5,371.
During the fiscal year ended December 31, 1998, IMDI expended the
following amounts in marketing Class B shares of Ivy International Fund II:
advertising, $6,200; printing and mailing of prospectuses to persons other than
current shareholders, $29,821; compensation to dealers, $491,360; compensation
to sales personnel, $201,942; seminars and meetings, $122,845; travel and
entertainment, $16,261; general and administrative, $115,875; telephone,
$5,868,and occupancy and equipment rental $16,750.
During the fiscal year ended December 31, 1998, IMDI expended the
following amounts in marketing Class C shares of Ivy International Fund II:
advertising, $3,134; printing and mailing of prospectuses to persons other than
current shareholders, $14,483; compensation to dealers, $178,008 compensation to
sales personnel, $102,332; seminars and meetings, $44,502; travel and
entertainment, $8,243; general administrative, $58,765; telephone, $2,979; and
occupancy and equipment rental, $8,508.
During the fiscal year ended December 31, 1998, Ivy International Small
Companies Fund paid IMDI $2,466 pursuant to its Class A plan. During the fiscal
year ended December 31, 1998 Ivy International Small Companies Fund paid IMDI
$10,562 pursuant to its Class B plan. During the fiscal year ended December 31,
1998, the Fund paid IMDI $15,077 pursuant to its Class C plan.
During the fiscal year ended December 31, 1998, IMDI expended the
following amounts in marketing Class A shares of Ivy International Small
Companies Fund: advertising $88; printing and mailing of prospectuses to persons
other than current shareholders, $2,438; compensation to dealers, $466;
compensation to sales personnel $2,785; seminars and meetings, $116; travel and
entertainment, $222; general and administrative, $1,595; telephone, $81; and
occupancy and equipment rental, $235.
During the fiscal year ended December 31, 1998, IMDI expended the
following amounts in marketing Class B shares of Ivy International Small
Companies Fund: advertising, $96; printing and mailing of prospectuses to
persons other than current shareholders, $2,566; compensation to dealers,
$6,294; compensation to sales personnel, $3,003; seminars and meetings, $1,573;
travel and entertainment, $240; general and administrative, $1,716; telephone,
$86; and occupancy and equipment rental $250.
During the fiscal year ended December 31, 1998, IMDI expended the
following amounts in marketing Class C shares of Ivy International Small
Companies Fund: advertising, $125; printing and mailing of prospectuses to
persons other than current shareholders, $3,578; compensation to dealers,
$4,465; compensation to sales personnel, $3,909; seminars and meetings, $1,116;
travel and entertainment, $311; general administrative, $2,237; telephone, $114;
and occupancy and equipment rental, $329.
During the fiscal year ended December 31, 1998, Ivy Pan-Europe Fund
paid IMDI $4,454 pursuant to its Class A plan. During the fiscal year ended
December 31, 1998 Ivy Pan-Europe Fund paid IMDI $18,920 pursuant to its Class B
plan. During the fiscal year ended December 31, 1998, the Fund paid IMDI $6,909
pursuant to its Class C plan.
During the fiscal year ended December 31, 1998, IMDI expended the
following amounts in marketing Class A shares of Ivy Pan-Europe Fund:
advertising $157; printing and mailing of prospectuses to persons other than
current shareholders, $19,553; compensation to dealers, $885; compensation to
sales personnel $5,148; seminars and meetings, $221; travel and entertainment,
$416; general and administrative, $2,949; telephone, $148; and occupancy and
equipment rental, $421.
During the fiscal year ended December 31, 1998, IMDI expended the
following amounts in marketing Class B shares of Ivy Pan-Europe Fund:
advertising, $174; printing and mailing of prospectuses to persons other than
current shareholders, $10,978; compensation to dealers, $18,564; compensation to
sales personnel, $5,898; seminars and meetings, $4,641; travel and
entertainment, $480; general and administrative, $3,394; telephone, $171; and
occupancy and equipment rental $481.
During the fiscal year ended December 31, 1998, IMDI expended the
following amounts in marketing Class C shares of Ivy Pan-Europe Fund:
advertising, $66; printing and mailing of prospectuses to persons other than
current shareholders, $6,082; compensation to dealers, $5,687; compensation to
sales personnel, $2,115; seminars and meetings, $1,422; travel and
entertainment, $170; general administrative, $1,207; telephone, $61 and
occupancy and equipment rental, $171.
Each Plan may be amended at any time with respect to the class of
shares of the Fund to which the Plan relates by vote of the Trustees, including
a majority of the Independent Trustees, cast in person at a meeting called for
the purpose of considering such amendment. Each Plan may be terminated at any
time with respect to the class of shares of the Fund to which the Plan relates,
without payment of any penalty, by vote of a majority of the Independent
Trustees, or by vote of a majority of the outstanding voting securities of that
class.
If the Distribution Agreement or the Distribution Plans are terminated
(or not renewed) with respect to any of the Ivy funds (or class of shares
thereof), each may continue in effect with respect to any other fund (or Class
of shares thereof) as to which they have not been terminated (or have been
renewed).
CUSTODIAN
Pursuant to a Custodian Agreement with the Trust, Brown Brothers
Harriman & Co. (the "Custodian"), a private bank and member of the principal
securities exchanges, located at 40 Water Street, Boston, Massachusetts 02109
(the "Custodian"), maintains custody of the assets of each Fund held in the
United States. Rules adopted under the 1940 Act permit the Trust to maintain its
foreign securities and cash in the custody of certain eligible foreign banks and
securities depositories. Pursuant to those rules, the Custodian has entered into
subcustodial agreements for the holding of each Fund's foreign securities. With
respect to each Fund, the Custodian may receive, as partial payment for its
services to each Fund, a portion of the Trust's brokerage business, subject to
its ability to provide best price and execution.
FUND ACCOUNTING SERVICES
Pursuant to a Fund Accounting Services Agreement, MIMI provides certain
accounting and pricing services for each Fund. As compensation for those
services, each Fund pays MIMI a monthly fee plus out-of-pocket expenses as
incurred. The monthly fee is based upon the net assets of the Fund at the
preceding month end at the following rates: $1,250 when net assets are $10
million and under; $2,500 when net assets are over $10 million to $40 million;
$5,000 when net assets are over $40 million to $75 million; and $6,500 when net
assets are over $75 million.
During the fiscal year ended December 31, 1998, Ivy Global Fund paid
MIMI $37,768 under the agreement.
During the fiscal year ended December 31, 1998, Ivy Global Natural
Resources Fund paid MIMI $19,850 under the agreement.
During the fiscal year ended December 31, 1998, Ivy Global Science &
Technology Fund paid MIMI $38,210 under the agreement.
During the fiscal year ended December 31, 1998, Ivy International Fund
II paid MIMI $101,019 under the agreement.
During the fiscal year ended December 31, 1998, Ivy International Small
Companies Fund paid MIMI $20,384 under the agreement.
During the fiscal year ended December 31, 1998, Ivy Pan-Europe Fund
paid MIMI $19,820 under the agreement.
TRANSFER AGENT AND DIVIDEND PAYING AGENT
Pursuant to a Transfer Agency and Shareholder Service Agreement, IMSC,
a wholly owned subsidiary of MIMI, is the transfer agent for each Fund. Under
the Agreement, each Fund pays a monthly fee at an annual rate of $20.00 for each
open Class A, Class B, Class C and Advisor Class account. Each Fund with Class I
shares pays a monthly fee at an annual rate of $10.25 per open Class I account.
In addition, each Fund pays a monthly fee at an annual rate of $4.58 per account
that is closed plus certain out-of-pocket expenses. Such fees and expenses for
the fiscal year ended December 31, 1998 for Ivy Global Fund totaled $74,574.
Such fees and expenses for the fiscal year ended December 31, 1998 for Ivy
Global Natural Resources Fund totaled $17,966. Such fees and expenses for the
fiscal year ended December 31, 1998 for Ivy Global Science & Technology Fund
totaled $63,868. Such fees and expenses for the fiscal year ended December 31,
1998 for Ivy International Fund II totaled $316,274. Such fees and expenses for
the fiscal year ended December 31, 1998 for Ivy International Small Companies
Fund totaled $11,287. Such fees and expenses for the fiscal year ended December
31, 1998 for Ivy Pan-Europe Fund totaled $8,191. Certain broker-dealers that
maintain shareholder accounts with each Fund through an omnibus account provide
transfer agent and other shareholder-related services that would otherwise be
provided by IMSC if the individual accounts that comprise the omnibus account
were opened by their beneficial owners directly. IMSC pays such broker-dealers a
per account fee for each open account within the omnibus account, or a fixed
rate (e.g., 0.10%) fee, based on the average daily net asset value of the
omnibus account (or a combination thereof).
ADMINISTRATOR
Pursuant to an Administrative Services Agreement, MIMI provides certain
administrative services to each Fund. As compensation for these services, each
Fund (except with respect to its Class I shares) pays MIMI a monthly fee at the
annual rate of 0.10% of the Fund's average daily net assets. Each Fund with
Class I shares pays MIMI a monthly fee at the annual rate of 0.01% of its
average daily net assets for Class I. Such fees for the fiscal year ended
December 31, 1998 for Ivy Global Fund totaled $27,596. Such fees for the fiscal
year ended December 31, 1998 for Ivy Global Natural Resources Fund totaled
$4,196. Such fees for the fiscal year ended December 31, 1998 for Ivy Global
Science & Technology Fund totaled $28,008. Such fees for the fiscal year ended
December 31, 1998 for Ivy International Fund II totaled $135,329. Such fees for
the fiscal year ended December 31, 1998 for Ivy International Small Companies
Fund totaled $3,450. Such fees for the fiscal year ended December 31, 1998 for
Ivy Pan-Europe Fund totaled $4,398.
Outside of providing administrative services to the Trust, as described
above, MIMI may also act on behalf of IMDI in paying commissions to
broker-dealers with respect to sales of Class B and Class C shares of each Fund.
AUDITORS
PricewaterhouseCoopers LLP, independent public accountants, has been
selected as auditors for the Trust. The audit services performed by
PricewaterhouseCoopers LLP include audits of the annual financial statements of
each of the funds of the Trust. Other services provided principally relate to
filings with the SEC and the preparation of the funds' tax returns.
BROKERAGE ALLOCATION
Subject to the overall supervision of the President and the Board, IMI
(or for Global Natural Resources Fund, MFC) places orders for the purchase and
sale of each Fund's portfolio securities. All portfolio transactions are
effected at the best price and execution obtainable. Purchases and sales of debt
securities are usually principal transactions and therefore, brokerage
commissions are usually not required to be paid by the Funds for such purchases
and sales (although the price paid generally includes undisclosed compensation
to the dealer). The prices paid to underwriters of newly-issued securities
usually include a concession paid by the issuer to the underwriter, and
purchases of after-market securities from dealers normally reflect the spread
between the bid and asked prices. In connection with OTC transactions, IMI (or
MFC) attempts to deal directly with the principal market makers, except in those
circumstances where IMI (or MFC) believes that a better price and execution are
available elsewhere.
IMI (or MFC) selects broker-dealers to execute transactions and
evaluates the reasonableness of commissions on the basis of quality, quantity,
and the nature of the firms' professional services. Commissions to be charged
and the rendering of investment services, including statistical, research, and
counseling services by brokerage firms, are factors to be considered in the
placing of brokerage business. The types of research services provided by
brokers may include general economic and industry data, and information on
securities of specific companies. Research services furnished by brokers through
whom the Trust effects securities transactions may be used by IMI (or MFC) in
servicing all of its accounts. In addition, not all of these services may be
used by IMI (or MFC) in connection with the services it provides to the Fund or
the Trust. IMI (or MFC) may consider sales of shares of Ivy funds as a factor in
the selection of broker-dealers and may select broker-dealers who provide it
with research services. IMI (or MFC) will not, however, execute brokerage
transactions other than at the best price and execution.
During the fiscal years ended December 31, 1996, 1997 and 1998, Ivy
Global Fund paid brokerage commissions of $90,904, $123,985 and $76,661,
respectively.
During the fiscal years ended December 31, 1997 and 1998, Ivy Global
Natural Resources Fund paid brokerage commissions of $128,646 and $49,752,
respectively.
During the period from July 22, 1996 (commencement of operations) to
December 31, 1996, and during the fiscal years ended December 31, 1997 and 1998,
Ivy Global Science & Technology Fund paid brokerage commissions of $37,065,
$99,546 and $110,302, respectively.
During the period from May 13, 1997 (commencement of operations) to
December 31, 1997, and the fiscal year ended December 31, 1998, Ivy
International Fund II paid brokerage commissions of $332,022 and $225,584,
respectively.
During the fiscal years ended December 31, 1997 and 1998, Ivy
International Small Companies Fund paid brokerage commission of $14,913 and
$5,087, respectively.
During the period from May 13, 1997 (commencement of operations) to
December 31, 1997, and the fiscal year ended December 31, 1998, Ivy Pan-Europe
Fund paid brokerage commissions of $491 and $11,639, respectively.
Brokerage commissions vary from year to year in accordance with the
extent to which a particular Fund is more or less actively traded.
Each Fund may, under some circumstances, accept securities in lieu of
cash as payment for Fund shares. Each Fund will accept securities only to
increase its holdings in a portfolio security or to take a new portfolio
position in a security that IMI (or MFC) deems to be a desirable investment for
each Fund. While no minimum has been established, it is expected that each Fund
will not accept securities having an aggregate value of less than $1 million.
The Trust may reject in whole or in part any or all offers to pay for any Fund
shares with securities and may discontinue accepting securities as payment for
any Fund shares at any time without notice. The Trust will value accepted
securities in the manner and at the same time provided for valuing portfolio
securities of each Fund, and each Fund shares will be sold for net asset value
determined at the same time the accepted securities are valued. The Trust will
only accept securities delivered in proper form and will not accept securities
subject to legal restrictions on transfer. The acceptance of securities by the
Trust must comply with the applicable laws of certain states.
CAPITALIZATION AND VOTING RIGHTS
The capitalization of the Trust consists of an unlimited number of
shares of beneficial interest (no par value per share). When issued, shares of
each class of each Fund are fully paid, non-assessable, redeemable and fully
transferable. No class of shares of any Fund has preemptive rights or
subscription rights.
The Amended and Restated Declaration of Trust permits the Trustees to
create separate series or portfolios and to divide any series or portfolio into
one or more classes. The Trustees have authorized nineteen series, each of which
represents a fund. The Trustees have further authorized the issuance of Class A,
Class B, and Class C shares for Ivy International Fund and Ivy Money Market Fund
and Class A, Class B, Class C and Advisor Class shares for Ivy Asia Pacific
Fund, Ivy Bond Fund, Ivy China Region Fund, Ivy Developing Nations Fund, Ivy
European Opportunities Fund, Ivy Global Fund, Ivy Global Natural Resources Fund,
Ivy Global Science & Technology Fund, Ivy Growth Fund, Ivy Growth with Income
Fund, Ivy International Fund II, Ivy International Small Companies Fund, Ivy
International Strategic Bond Fund, Ivy Pan-Europe Fund, Ivy South America Fund,
Ivy US Blue Chip Fund, and Ivy US Emerging Growth Fund, as well as Class I
shares for Ivy Bond Fund, Ivy European Opportunities Fund, Ivy Global Science &
Technology Fund, Ivy International Fund II, Ivy International Fund, Ivy
International Small Companies Fund, Ivy International Strategic Bond Fund, and
Ivy US Blue Chip Fund.
Shareholders have the right to vote for the election of Trustees of the
Trust and on any and all matters on which they may be entitled to vote by law or
by the provisions of the Trust's By-Laws. The Trust is not required to hold a
regular annual meeting of shareholders, and it does not intend to do so. Shares
of each class of each Fund entitle their holders to one vote per share (with
proportionate voting for fractional shares). Shareholders of each Fund are
entitled to vote alone on matters that only affect that Fund. All classes of
shares of each Fund will vote together, except with respect to the distribution
plan applicable to the Fund's Class A, Class B or Class C shares or when a class
vote is required by the 1940 Act. On matters relating to all funds of the Trust,
but affecting the funds differently, separate votes by the shareholders of each
fund are required. Approval of an investment advisory agreement and a change in
fundamental policies would be regarded as matters requiring separate voting by
the shareholders of each fund of the Trust. If the Trustees determine that a
matter does not affect the interests of a Fund, then the shareholders of that
Fund will not be entitled to vote on that matter. Matters that affect the Trust
in general, such as ratification of the selection of independent public
accountants, will be voted upon collectively by the shareholders of all funds of
the Trust.
As used in this SAI and the Prospectus, the phrase "majority vote of
the outstanding shares" of a Fund means the vote of the lesser of: (1) 67% of
the shares of that Fund (or of the Trust) present at a meeting if the holders of
more than 50% of the outstanding shares are present in person or by proxy; or
(2) more than 50% of the outstanding shares of that Fund (or of the Trust).
With respect to the submission to shareholder vote of a matter
requiring separate voting by a Fund, the matter shall have been effectively
acted upon with respect to that Fund if a majority of the outstanding voting
securities of the Fund votes for the approval of the matter, notwithstanding
that: (1) the matter has not been approved by a majority of the outstanding
voting securities of any other fund of the Trust; or (2) the matter has not been
approved by a majority of the outstanding voting securities of the Trust.
The Amended and Restated Declaration of Trust provides that the holders
of not less than two-thirds of the outstanding shares of the Trust may remove a
person serving as trustee either by declaration in writing or at a meeting
called for such purpose. The Trustees are required to call a meeting for the
purpose of considering the removal of a person serving as Trustee if requested
in writing to do so by the holders of not less than 10% of the outstanding
shares of the Trust. Shareholders will be assisted in communicating with other
shareholders in connection with the removal of a Trustee as if Section 26(c) of
the Act were applicable.
The Trust's shares do not have cumulative voting rights and accordingly
the holders of more than 50% of the outstanding shares could elect the entire
Board, in which case the holders of the remaining shares would not be able to
elect any Trustees.
Under Massachusetts law, the Trust's shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Amended and Restated Declaration of Trust disclaims liability of
the shareholders, Trustees or officers of the Trust for acts or obligations of
the Trust, which are binding only on the assets and property of the Trust, and
requires that notice of the disclaimer be given in each contract or obligation
entered into or executed by the Trust or its Trustees. The Amended and Restated
Declaration of Trust provides for indemnification out of Fund property for all
loss and expense of any shareholder of any Fund held personally liable for the
obligations of that Fund. The risk of a shareholder of the Trust incurring
financial loss on account of shareholder liability is limited to circumstances
in which the Trust itself would be unable to meet its obligations and, thus,
should be considered remote. No series of the Trust is liable for the
obligations of any other series of the Trust.
SPECIAL RIGHTS AND PRIVILEGES
The Trust offers, and (except as noted below) bears the cost of
providing, to investors the following rights and privileges. The Trust reserves
the right to amend or terminate any one or more of these rights and privileges.
Notice of amendments to or terminations of rights and privileges will be
provided to shareholders in accordance with applicable law.
Certain of the rights and privileges described below refer to funds,
other than the Funds, whose shares are also distributed by IMDI. These funds
are: Ivy Asia Pacific Fund, Ivy Bond Fund, Ivy China Region Fund, Ivy Developing
Nations Fund, Ivy Growth Fund, Ivy Growth with Income Fund, Ivy International
Fund, Ivy International Strategic Bond Fund, Ivy Money Market Fund, Ivy South
America Fund, Ivy US Blue Chip Fund, and Ivy US Emerging Growth Fund (the other
twelve series of the Trust). (Effective April 18, 1997, Ivy International Fund
suspended the offer of its shares to new investors). Shareholders should obtain
a current prospectus before exercising any right or privilege that may relate to
these funds.
AUTOMATIC INVESTMENT METHOD
The Automatic Investment Method, which enables a Fund shareholder to
have specified amounts automatically drawn each month from his or her bank for
investment in Fund shares, is available for all classes of shares. The minimum
initial and subsequent investment under this method is $50 per month (except in
the case of a tax qualified retirement plan for which the minimum initial and
subsequent investment is $25 per month). A shareholder may terminate the
Automatic Investment Method at any time upon delivery to Ivy Mackenzie Services
Corp. ("IMSC") of telephone instructions or written notice. See "Automatic
Investment Method" in the Prospectus. To begin the plan, complete Sections 6A
and 7B of the Account Application.
EXCHANGE OF SHARES
As described in the Prospectus, shareholders of each Fund have an
exchange privilege with other Ivy funds (except Ivy International Fund unless
they have an existing Ivy International Fund account). Before effecting an
exchange, shareholders of a Fund should obtain and read the currently effective
prospectus for the Ivy fund into which the exchange is to be made.
INITIAL SALES CHARGE SHARES. Class A shareholders may exchange their
Class A shares ("outstanding Class A shares") for Class A shares of another Ivy
fund ("new Class A Shares") on the basis of the relative net asset value per
Class A share, plus an amount equal to the difference, if any, between the sales
charge previously paid on the outstanding Class A shares and the sales charge
payable at the time of the exchange on the new Class A shares. (The additional
sales charge will be waived for Class A shares that have been invested for a
period of 12 months or longer.) Class A shareholders may also exchange their
shares for shares of Ivy Money Market Fund (no initial sales charge will be
assessed at the time of such an exchange).
Each Fund may, from time to time, waive the initial sales charge on its
Class A shares sold to clients of The Legend Group and United Planners Financial
Services of America, Inc. This privilege will apply on to Class A Shares of a
Fund that are purchased using all or a portion of the proceeds obtained by such
clients through redemptions of shares of a mutual fund (other than one of the
Funds) on which a sales charge was paid (the "NAV transfer privilege").
Purchases eligible for the NAV transfer privilege must be made within 60 days of
redemption from the other fund, and the Class A shares purchased are subject to
a 1.00% CDSC on shares redeemed within the first year after purchase. The NAV
transfer privilege also applies to Fund shares purchased directly by clients of
such dealers as long as their accounts are linked to the dealer's master
account. The normal service fee, as described in the "Initial Sales Charge
Alternative - Class A Shares" section of the Prospectus, will be paid to those
dealers in connection with these purchases. IMDI may from time to time pay a
special cash incentive to The Legend Group or United Planners Financial Services
of America, Inc. in connection with sales of shares of a Fund by its registered
representatives under the NAV transfer privilege. Additional information on
sales charge reductions or waivers may be obtained from IMDI at the address
listed on the cover of this Statement of Additional Information.
CONTINGENT DEFERRED SALES CHARGE SHARES
CLASS A: Class A shareholders may exchange their Class A shares that
are subject to a contingent deferred sales charge ("CDSC"), as described in the
Prospectus ("outstanding Class A shares"), for Class A shares of another Ivy
fund ("new Class A shares") on the basis of the relative net asset value per
Class A share, without the payment of any CDSC that would otherwise be due upon
the redemption of the outstanding Class A shares. Class A shareholders of any
Fund exercising the exchange privilege will continue to be subject to that
Fund's CDSC period following an exchange if such period is longer than the CDSC
period, if any, applicable to the new Class A shares.
For purposes of computing the CDSC that may be payable upon the
redemption of the new Class A shares, the holding period of the outstanding
Class A shares is "tacked" onto the holding period of the new Class A shares.
CLASS B: Class B shareholders may exchange their Class B shares
("outstanding Class B shares") for Class B shares of another Ivy fund ("new
Class B shares") on the basis of the relative net asset value per Class B share,
without the payment of any CDSC that would otherwise be due upon the redemption
of the outstanding Class B shares. Class B shareholders of any Fund exercising
the exchange privilege will continue to be subject to that Fund's CDSC schedule
(or period) following an exchange if such schedule is higher (or such period is
longer) than the CDSC schedule (or period) applicable to the new Class B shares.
Class B shares of any Fund acquired through an exchange of Class B
shares of another Ivy fund will be subject to that Fund's CDSC schedule (or
period) if such schedule is higher (or such period is longer) than the CDSC
schedule (or period) applicable to the Ivy fund from which the exchange was
made.
For purposes of both the conversion feature and computing the CDSC that
may be payable upon the redemption of the new Class B shares (prior to
conversion), the holding period of the outstanding Class B shares is "tacked"
onto the holding period of the new Class B shares.
The following CDSC table applies to Class B shares of Ivy Asia Pacific
Fund, Ivy Bond Fund, Ivy China Region Fund, Ivy Developing Nations Fund, Ivy
European Opportunities Fund, Ivy Global Fund, Ivy Global Natural Resources Fund,
Ivy Global Science & Technology Fund, Ivy Growth Fund, Ivy Growth with Income
Fund, Ivy International Fund II, Ivy International Fund, Ivy International Small
Companies Fund, Ivy International Strategic Bond Fund, Ivy Pan-Europe Fund, Ivy
South America Fund, Ivy US Blue Chip Fund, and Ivy US Emerging Growth Fund.
CONTINGENT DEFERRED SALES CHARGE AS A
PERCENTAGE OF DOLLAR AMOUNT SUBJECT TO CHARGE
YEAR SINCE PURCHASE
First 5%
Second 4%
Third 3%
Fourth 3%
Fifth 2%
Sixth 1%
Seventh and thereafter 0%
CLASS C: Class C shareholders may exchange their Class C shares
("outstanding Class C shares") for Class C shares of another Ivy fund ("new
Class C shares") on the basis of the relative net asset value per Class C share,
without the payment of any CDSC that would otherwise be due upon redemption.
(Class C shares are subject to a CDSC of 1.00% if redeemed within one year of
the date of purchase.)
CLASS I: Subject to the restrictions set forth in the following
paragraph, Class I shareholders may exchange their outstanding Class I shares
for Class I shares of another Ivy Fund on the basis of the relative net asset
value per share.
ALL CLASSES: The minimum value of shares which may be exchanged into an
Ivy fund in which shares are not already held is $1,000. No exchange out of any
Fund (other than by a complete exchange of all Fund shares) may be made if it
would reduce the shareholder's interest in the Fund to less than $1,000.
Each exchange will be made on the basis of the relative net asset value
per share of the Ivy funds involved in the exchange next computed following
receipt by IMSC of telephone instructions by IMSC or a properly executed
request. Exchanges, whether written or telephonic, must be received by IMSC by
the close of regular trading on the Exchange (normally 4:00 p.m., eastern time)
to receive the price computed on the day of receipt. Exchange requests received
after that time will receive the price next determined following receipt of the
request. The exchange privilege may be modified or terminated at any time, upon
at least 60 days' notice to the extent required by applicable law. See
"Redemptions."
An exchange of shares between any of the Ivy funds will result in a
taxable gain or loss. Generally, this will be a capital gain or loss (long-term
or short-term, depending on the holding period of the shares) in the amount of
the difference between the net asset value of the shares surrendered and the
shareholder's tax basis for those shares. However, in certain circumstances,
shareholders will be ineligible to take sales charges into account in computing
taxable gain or loss on an exchange. See "Taxation."
With limited exceptions, gain realized by a tax-deferred retirement
plan will not be taxable to the plan and will not be taxed to the participant
until distribution. Each investor should consult his or her tax adviser
regarding the tax consequences of an exchange transaction.
LETTER OF INTENT
Reduced sales charges apply to initial investments in Class A shares of
any Fund made pursuant to a non-binding Letter of Intent. A Letter of Intent may
be submitted by an individual, his or her spouse and children under the age of
21, or a trustee or other fiduciary of a single trust estate or single fiduciary
account. See the Account Application in the Prospectus. Any investor may submit
a Letter of Intent stating that he or she will invest, over a period of 13
months, at least $50,000 in Class A shares of a Fund. A Letter of Intent may be
submitted at the time of an initial purchase of Class A shares of a Fund or
within 90 days of the initial purchase, in which case the Letter of Intent will
be back dated. A shareholder may include, as an accumulation credit, the value
(at the applicable offering price) of all Class A shares of Ivy Asia Pacific
Fund, Ivy Bond Fund, Ivy China Region Fund, Ivy Developing Nations Fund, Ivy
European Opportunities Fund, Ivy Global Fund, Ivy Global Natural Resources Fund,
Ivy Global Science & Technology Fund, Ivy Growth Fund, Ivy Growth with Income
Fund, Ivy International Fund II, Ivy International Fund, Ivy International Small
Companies Fund, Ivy International Strategic Bond Fund, Ivy Pan-Europe Fund, Ivy
South America Fund, Ivy US Blue Chip Fund and Ivy US Emerging Growth Fund (and
shares that have been exchanged into Ivy Money Market Fund from any of the other
funds in the Ivy Funds) held of record by him or her as of the date of his or
her Letter of Intent. During the term of the Letter of Intent, the Transfer
Agent will hold Class A shares representing 5% of the indicated amount (less any
accumulation credit value) in escrow. The escrowed Class A shares will be
released when the full indicated amount has been purchased. If the full
indicated amount is not purchased during the term of the Letter of Intent, the
investor is required to pay IMDI an amount equal to the difference between the
dollar amount of sales charge that he or she has paid and that which he or she
would have paid on his or her aggregate purchases if the total of such purchases
had been made at a single time. Such payment will be made by an automatic
liquidation of Class A shares in the escrow account. A Letter of Intent does not
obligate the investor to buy or the Trust to sell the indicated amount of Class
A shares, and the investor should read carefully all the provisions of such
letter before signing.
RETIREMENT PLANS
Shares may be purchased in connection with several types of
tax-deferred retirement plans. Shares of more than one fund distributed by IMDI
may be purchased in a single application establishing a single account under the
plan, and shares held in such an account may be exchanged among the Ivy funds in
accordance with the terms of the applicable plan and the exchange privilege
available to all shareholders. Initial and subsequent purchase payments in
connection with tax-deferred retirement plans must be at least $25 per
participant.
The following fees will be charged to individual shareholder accounts
as described in the retirement prototype plan document:
Retirement Plan New Account Fee no fee
Retirement Plan Annual Maintenance Fee $10.00 per fund account
For shareholders whose retirement accounts are diversified across
several Ivy funds, the annual maintenance fee will be limited to not more than
$20.
The following discussion describes the tax treatment of certain
tax-deferred retirement plans under current Federal income tax law. State income
tax consequences may vary. An individual considering the establishment of a
retirement plan should consult with an attorney and/or an accountant with
respect to the terms and tax aspects of the plan.
INDIVIDUAL RETIREMENT ACCOUNTS: Shares of each Fund may be used as a
funding medium for an Individual Retirement Account ("IRA"). Eligible
individuals may establish an IRA by adopting a model custodial account available
from IMSC, who may impose a charge for establishing the account. Individuals
should consult their tax advisers before investing IRA assets in an Ivy fund if
that fund primarily distributes exempt-interest dividends.
An individual who has not reached age 70-1/2 and who receives
compensation or earned income is eligible to contribute to an IRA, whether or
not he or she is an active participant in a retirement plan. An individual who
receives a distribution from another IRA, a qualified retirement plan, a
qualified annuity plan or a tax-sheltered annuity or custodial account ("403(b)
plan") that qualifies for "rollover" treatment is also eligible to establish an
IRA by rolling over the distribution either directly or within 60 days after its
receipt. Tax advice should be obtained in connection with planning a rollover
contribution to an IRA.
In general, an eligible individual may contribute up to the lesser of
$2,000 or 100% of his or her compensation or earned income to an IRA each year.
If a husband and wife are both employed, and both are under age 70-1/2, each may
set up his or her own IRA within these limits. If both earn at least $2,000 per
year, the maximum potential contribution is $4,000 per year for both. For years
after 1996, the result is similar even if one spouse has no earned income; if
the joint earned income of the spouses is at least $4,000, a contribution of up
to $2,000 may be made to each spouse's IRA. Rollover contributions are not
subject to these limits.
An individual may deduct his or her annual contributions to an IRA in
computing his or her Federal income tax within the limits described above,
provided he or she (or his or her spouse, if they file a joint Federal income
tax return) is not an active participant in a qualified retirement plan (such as
a qualified corporate, sole proprietorship, or partnership pension, profit
sharing, 401(k) or stock bonus plan), qualified annuity plan, 403(b) plan,
simplified employee pension, or governmental plan. If he or she (or his or her
spouse) is an active participant, whether the individual's contribution to an
IRA is fully deductible, partially deductible or not deductible depends on (i)
adjusted gross income and (ii) whether it is the individual or the individual's
spouse who is an active participant, in the case of married individuals filing
jointly. Contributions may be made up to the maximum permissible amount even if
they are not deductible. Rollover contributions are not includable in income for
Federal income tax purposes and therefore are not deductible from it.
Generally, earnings on an IRA are not subject to current Federal income
tax until distributed. Distributions attributable to tax-deductible
contributions and to IRA earnings are taxed as ordinary income. Distributions of
non-deductible contributions are not subject to Federal income tax. In general,
distributions from an IRA to an individual before he or she reaches age 59-1/2
are subject to a nondeductible penalty tax equal to 10% of the taxable amount of
the distribution. The 10% penalty tax does not apply to amounts withdrawn from
an IRA after the individual reaches age 59-1/2, becomes disabled or dies, or if
withdrawn in the form of substantially equal payments over the life or life
expectancy of the individual and his or her designated beneficiary, if any, or
rolled over into another IRA, amounts withdrawn and used to pay for deductible
medical expenses and amounts withdrawn by certain unemployed individuals not in
excess of amounts paid for certain health insurance premiums, amounts used to
pay certain qualified higher education expenses, and amounts used within 120
days of the date the distribution is received to pay for certain first-time
homebuyer expenses. Distributions must begin to be withdrawn not later than
April 1 of the calendar year following the calendar year in which the individual
reaches age 70-1/2. Failure to take certain minimum required distributions will
result in the imposition of a 50% non-deductible penalty tax.
ROTH IRAS: Shares of each Fund also may be used as a funding medium for
a Roth Individual Retirement Account ("Roth IRA"). A Roth IRA is similar in
numerous ways to the regular (traditional) IRA, described above.
Some of the primary differences are as follows.
A single individual earning below $95,000 can contribute up to $2,000
per year to a Roth IRA. The maximum contribution amount diminishes and gradually
falls to zero for single filers with adjusted gross incomes ranging from $95,000
to $110,000. Married couples earning less than $150,000 combined, and filing
jointly, can contribute a full $4,000 per year ($2,000 per IRA). The maximum
contribution amount for married couples filing jointly phases out from $150,000
to $160,000. An individual whose adjusted gross income exceeds the maximum
phase-out amount cannot contribute to a Roth IRA.
An eligible individual can contribute money to a traditional IRA and a
Roth IRA as long as the total contribution to all IRAs does not exceed $2,000.
Contributions to a Roth IRA are not deductible. Contributions to a Roth IRA may
be made even after the individual for whom the account is maintained has
attained age 70 1/2.
No distributions are required to be taken prior to the death of the
original account holder. If a Roth IRA has been established for a minimum of
five years, distributions can be taken tax-free after reaching age 59 1/2, for a
first-time home purchase ($10,000 maximum, one time use), or upon death or
disability. All other distributions from a Roth IRA (other than the amount of
nondeductible contributions) are taxable and subject to a 10% tax penalty unless
an exception applies. Exceptions to the 10% penalty include: reaching age 59
1/2, death, disability, deductible medical expenses, the purchase of health
insurance for certain unemployed individual and qualified higher education
expenses.
An individual with an income of less than $100,000 (who is not married
filing separately) can roll his or her existing IRA into a Roth IRA. However,
the individual must pay taxes on the taxable amount in his or her traditional
IRA. After 1998, all taxes on such a rollover will have to be paid in the tax
year in which the rollover is made.
QUALIFIED PLANS: For those self-employed individuals who wish to
purchase shares of one or more Ivy funds through a qualified retirement plan, a
Custodial Agreement and a Retirement Plan are available from IMSC. The
Retirement Plan may be adopted as a profit sharing plan or a money purchase
pension plan. A profit sharing plan permits an annual contribution to be made in
an amount determined each year by the self-employed individual within certain
limits prescribed by law. A money purchase pension plan requires annual
contributions at the level specified in the Custodial Agreement. There is no
set-up fee for qualified plans and the annual maintenance fee is $20.00 per
account.
In general, if a self-employed individual has any common law employees,
employees who have met certain minimum age and service requirements must be
covered by the Retirement Plan. A self-employed individual generally must
contribute the same percentage of income for common law employees as for himself
or herself.
A self-employed individual may contribute up to the lesser of $30,000
or 25% of compensation or earned income to a money purchase pension plan or to a
combination profit sharing and money purchase pension plan arrangement each year
on behalf of each participant. To be deductible, total contributions to a profit
sharing plan generally may not exceed 15% of the total compensation or earned
income of all participants in the plan, and total contributions to a combination
money purchase-profit sharing arrangement generally may not exceed 25% of the
total compensation or earned income of all participants. The amount of
compensation or earned income of any one participant that may be included in
computing the deduction is limited (generally to $150,000 for benefits accruing
in plan years beginning after 1993, with annual inflation adjustments). A
self-employed individual's contributions to a retirement plan on his or her own
behalf must be deducted in computing his or her earned income.
Corporate employers may also adopt the Custodial Agreement and
Retirement Plan for the benefit of their eligible employees. Similar
contribution and deduction rules apply to corporate employers.
Distributions from the Retirement Plan generally are made after a
participant's separation from service. A 10% penalty tax generally applies to
distributions to an individual before he or she reaches age 59-1/2, unless the
individual (1) has reached age 55 and separated from service; (2) dies; (3)
becomes disabled; (4) uses the withdrawal to pay tax-deductible medical
expenses; (5) takes the withdrawal as part of a series of substantially equal
payments over his or her life expectancy or the joint life expectancy of himself
or herself and a designated beneficiary; or (6) rolls over the distribution.
The Transfer Agent will arrange for Investors Bank & Trust to furnish
custodial services to the employer and any participating employees.
DEFERRED COMPENSATION FOR PUBLIC SCHOOLS AND CHARITABLE ORGANIZATIONS
("403(B)(7) ACCOUNT"): Section 403(b)(7) of the Internal Revenue Code of 1986,
as amended (the "Code") permits public school systems and certain charitable
organizations to use mutual fund shares held in a custodial account to fund
deferred compensation arrangements with their employees. A custodial account
agreement is available for those employers whose employees wish to purchase
shares of the Trust in conjunction with such an arrangement. The special
application for a 403(b)(7) Account is available from IMSC.
Distributions from the 403(b)(7) Account may be made only following
death, disability, separation from service, attainment of age 59-1/2, or
incurring a financial hardship. A 10% penalty tax generally applies to
distributions to an individual before he or she reaches age 59-1/2, unless the
individual (1) has reached age 55 and separated from service; (2) dies or
becomes disabled; (3) uses the withdrawal to pay tax-deductible medical
expenses; (4) takes the withdrawal as part of a series of substantially equal
payments over his or her life expectancy or the joint life expectancy of himself
or herself and a designated beneficiary; or (5) rolls over the distribution.
There is no set-up fee for 403(b)(7) Accounts and the annual maintenance fee is
$20.00 per account.
SIMPLIFIED EMPLOYEE PENSION ("SEP") IRAS: An employer may deduct
contributions to a SEP up to the lesser of $30,000 or 15% of compensation. SEP
accounts generally are subject to all rules applicable to IRA accounts, except
the deduction limits, and are subject to certain employee participation
requirements. No new salary reduction SEPs ("SARSEPs") may be established after
1996, but existing SARSEPs may continue to be maintained, and non-salary
reduction SEPs may continue to be established as well as maintained after 1996.
SIMPLE PLANS: An employer may establish a SIMPLE IRA or a SIMPLE 401(k)
for years after 1996. An employee can make pre-tax salary reduction
contributions to a SIMPLE Plan, up to $6,000 a year (as indexed). Subject to
certain limits, the employer will either match a portion of employee
contributions, or will make a contribution equal to 2% of each employee's
compensation without regard to the amount the employee contributes. An employer
cannot maintain a SIMPLE Plan for its employees if the employer maintains or
maintained any other qualified retirement plan with respect to which any
contributions or benefits have been credited.
REINVESTMENT PRIVILEGE
Shareholders who have redeemed Class A shares of any Fund may reinvest
all or a part of the proceeds of the redemption back into Class A shares of the
same Fund at net asset value (without a sales charge) within 60 days from the
date of redemption. This privilege may be exercised only once. The reinvestment
will be made at the net asset value next determined after receipt by IMSC of the
reinvestment order accompanied by the funds to be reinvested. No compensation
will be paid to any sales personnel or dealer in connection with the
transaction.
Any redemption is a taxable event. A loss realized on a redemption
generally may be disallowed for tax purposes if the reinvestment privilege is
exercised within 30 days after the redemption. In certain circumstances,
shareholders will be ineligible to take sales charges into account in computing
taxable gain or loss on a redemption if the reinvestment privilege is exercised.
See "Taxation."
RIGHTS OF ACCUMULATION
A scale of reduced sales charges applies to any investment of $50,000
or more in Class A shares of each Fund. See "Initial Sales Charge Alternative --
Class A Shares" in the Prospectus. The reduced sales charge is applicable to
investments made at one time by an individual, his or her spouse and children
under the age of 21, or a trustee or other fiduciary of a single trust estate or
single fiduciary account (including a pension, profit sharing or other employee
benefit trust created pursuant to a plan qualified under Section 401 of the
Code). Rights of Accumulation is also applicable to current purchases of all of
the funds of Ivy Fund (except Ivy Money Market Fund) by any of the persons
enumerated above, where the aggregate quantity of Class A shares of such funds
(and shares that have been exchanged into Ivy Money Market Fund from any of the
other funds in the Ivy funds) and of any other investment company distributed by
IMDI, previously purchased or acquired and currently owned, determined at the
higher of current offering price or amount invested, plus the Class A shares
being purchased, amounts to $50,000 or more for all funds other than Ivy Bond;
or $100,000 or more for Ivy Bond Fund.
At the time an investment takes place, IMSC must be notified by the
investor or his or her dealer that the investment qualifies for the reduced
sales charge on the basis of previous investments. The reduced sales charge is
subject to confirmation of the investor's holdings through a check of the
particular fund's records.
SYSTEMATIC WITHDRAWAL PLAN
A shareholder may establish a Systematic Withdrawal Plan (a "Withdrawal
Plan"), by telephone instructions or by delivery to IMSC of a written election
to have his or her shares withdrawn periodically, accompanied by a surrender to
IMSC of all share certificates then outstanding in such shareholder's name,
properly endorsed by the shareholder. To be eligible to elect a Withdrawal Plan,
a shareholder must have at least $5,000 in his or her account. A Withdrawal Plan
may not be established if the investor is currently participating in the
Automatic Investment Method. A Withdrawal Plan may involve the depletion of a
shareholder's principal, depending on the amount withdrawn.
A redemption under a Withdrawal Plan is a taxable event. Shareholders
contemplating participating in a Withdrawal Plan should consult their tax
advisers.
Additional investments made by investors participating in a Withdrawal
Plan must equal at least $1,000 each while the Withdrawal Plan is in effect.
Making additional purchases while a Withdrawal Plan is in effect may be
disadvantageous to the investor because of applicable initial sales charges or
CDSCs.
An investor may terminate his or her participation in the Withdrawal
Plan at any time by delivering written notice to IMSC. If all shares held by the
investor are liquidated at any time, participation in the Withdrawal Plan will
terminate automatically. The Trust or IMSC may terminate the Withdrawal Plan
option at any time after reasonable notice to shareholders.
GROUP SYSTEMATIC INVESTMENT PROGRAM
Shares of each Fund may be purchased in connection with investment
programs established by employee or other groups using systematic payroll
deductions or other systematic payment arrangements. The Trust does not itself
organize, offer or administer any such programs. However, it may, depending upon
the size of the program, waive the minimum initial and additional investment
requirements for purchases by individuals in conjunction with programs organized
and offered by others. Unless shares of a Fund are purchased in conjunction with
IRAs (see "How to Buy Shares" in the Prospectus), such group systematic
investment programs are not entitled to special tax benefits under the Code. The
Trust reserves the right to refuse purchases at any time or suspend the offering
of shares in connection with group systematic investment programs, and to
restrict the offering of shareholder privileges, such as check writing,
simplified redemptions and other optional privileges, as described in the
Prospectus, to shareholders using group systematic investment programs.
With respect to each shareholder account established on or after
September 15, 1972 under a group systematic investment program, the Trust and
IMI each currently charge a maintenance fee of $3.00 (or portion thereof) that
for each twelve-month period (or portion thereof) that the account is
maintained. The Trust may collect such fee (and any fees due to IMI) through a
deduction from distributions to the shareholders involved or by causing on the
date the fee is assessed a redemption in each such shareholder account
sufficient to pay such fee. The Trust reserves the right to change these fees
from time to time without advance notice.
Class A shares of each Fund are made available to Merrill Lynch Daily K
Plan (the "Plan") participants at NAV without an initial sales charge if:
(i) the Plan is recordkept on a daily valuation basis by Merrill Lynch and, on
the date the Plan Sponsor signs the Merrill Lynch Recordkeeping Service
Agreement, the Plan has $3 million or more in assets invested in
broker/dealer funds not advised or managed by Merrill Lynch Asset
Management, L.P. ("MLAM") that are made available pursuant to a Service
Agreement between Merrill Lynch and the fund's principal underwriter or
distributor and in funds advised or managed by MLAM (collectively, the
"Applicable Investments");
(ii) the Plan is recordkept on a daily valuation basis by an independent
recordkeeper whose services are provided through a contract or alliance
arrangement with Merrill Lynch, and on the date the Plan Sponsor signs the
Merrill Lynch Recordkeeping Service Agreement, the Plan has $3 million or
more in assets, excluding money market funds, invested in Applicable
Investments; or
(iii)the Plan has 500 or more eligible employees, as determined by Merrill
Lynch plan conversion manager, on the date the Plan Sponsor signs the
Merrill Lynch Recordkeeping Service Agreement.
Alternatively, Class B shares of each Fund are made available to Plan
participants at NAV without a CDSC if the Plan conforms with the requirements
for eligibility set forth in (i) through (iii) above but either does not meet
the $3 million asset threshold or does not have 500 or more eligible employees.
Plans recordkept on a daily basis by Merrill Lynch or an independent
recordkeeper under a contract with Merrill Lynch that are currently investing in
Class B shares of any Fund convert to Class A shares once the Plan has reached
$5 million invested in Applicable Investments, or 10 years after the date of the
initial purchase by a participant under the Plan--the Plan will receive a Plan
level share conversion.
REDEMPTIONS
Shares of each Fund are redeemed at their net asset value next
determined after a proper redemption request has been received by IMSC, less any
applicable CDSC.
Unless a shareholder requests that the proceeds of any redemption be
wired to his or her bank account, payment for shares tendered for redemption is
made by check within seven days after tender in proper form, except that the
Trust reserves the right to suspend the right of redemption or to postpone the
date of payment upon redemption beyond seven days, (i) for any period during
which the Exchange is closed (other than customary weekend and holiday closings)
or during which trading on the Exchange is restricted, (ii) for any period
during which an emergency exists as determined by the SEC as a result of which
disposal of securities owned by a Fund is not reasonably practicable or it is
not reasonably practicable for a Fund to fairly determine the value of its net
assets, or (iii) for such other periods as the SEC may by order permit for the
protection of shareholders of any Fund.
The Trust may redeem those accounts of shareholders who have maintained
an investment, including sales charges paid, of less than $1000 in any Fund for
a period of more than 12 months. All accounts below that minimum will be
redeemed simultaneously when MIMI deems it advisable. The $1,000 balance will be
determined by actual dollar amounts invested by the shareholder, unaffected by
market fluctuations. The Trust will notify any such shareholder by certified
mail of its intention to redeem such account, and the shareholder shall have 60
days from the date of such letter to invest such additional sums as shall raise
the value of such account above that minimum. Should the shareholder fail to
forward such sum within 60 days of the date of the Trust's letter of
notification, the Trust will redeem the shares held in such account and transmit
the redemption in value thereof to the shareholder. However, those shareholders
who are investing pursuant to the Automatic Investment Method will not be
redeemed automatically unless they have ceased making payments pursuant to the
plan for a period of at least six consecutive months, and these shareholders
will be given six-months' notice by the Trust before such redemption.
Shareholders in a qualified retirement, pension or profit sharing plan who wish
to avoid tax consequences must "rollover" any sum so redeemed into another
qualified plan within 60 days. The Trustees of the Trust may change the minimum
account size.
If a shareholder has given authorization for telephonic redemption
privilege, shares can be redeemed and proceeds sent by Federal wire to a single
previously designated bank account. Delivery of the proceeds of a wire
redemption request of $250,000 or more may be delayed by a Fund for up to seven
days if deemed appropriate under then-current market conditions. The Trust
reserves the right to change this minimum or to terminate the telephonic
redemption privilege without prior notice. The Trust cannot be responsible for
the efficiency of the Federal wire system of the shareholder's dealer of record
or bank. The shareholder is responsible for any charges by the shareholder's
bank.
Each Fund employs reasonable procedures that require personal
identification prior to acting on redemption or exchange instructions
communicated by telephone to confirm that such instructions are genuine. In the
absence of such instructions, a Fund may be liable for any losses due to
unauthorized or fraudulent telephone instructions.
CONVERSION OF CLASS B SHARES
As described in the Prospectus, Class B shares of each Fund will
automatically convert to Class A shares of the same Fund, based on the relative
net asset values per share of the two classes, no later than the month following
the eighth anniversary of the initial issuance of such Class B shares of the
Fund occurs. For the purpose of calculating the holding period required for
conversion of Class B shares, the date of initial issuance shall mean: (1) the
date on which such Class B shares were issued, or (2) for Class B shares
obtained through an exchange, or a series of exchanges, (subject to the exchange
privileges for Class B shares) the date on which the original Class B shares
were issued. For purposes of conversion of Class B shares, Class B shares
purchased through the reinvestment of dividends and capital gain distributions
paid in respect of Class B shares will be held in a separate sub-account. Each
time any Class B shares in the shareholder's regular account (other than those
shares in the sub-account) convert to Class A shares, a pro rata portion of the
Class B shares 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 capital gain distributions.
NET ASSET VALUE
The net asset value per share of each Fund is computed by dividing the
value of that Fund's aggregate net assets (i.e., its total assets less its
liabilities) by the number of the Fund's shares outstanding. For purposes of
determining each Fund's aggregate net assets, receivables are valued at their
realizable amounts. Each Fund's liabilities, if not identifiable as belonging to
a particular class of the Fund, are allocated among the Fund's several classes
based on their relative net asset size. Liabilities attributable to a particular
class are charged to that class directly. The total liabilities for a class are
then deducted from the class's proportionate interest in the Fund's assets, and
the resulting amount is divided by the number of shares of the class outstanding
to produce its net asset value per share.
A security listed or traded on a recognized stock exchange or The
Nasdaq Stock Market, Inc. ("Nasdaq") is valued at the security's last sale price
on the exchange on which the security is principally traded. If no sale is
reported at that time, the average between the last bid and asked price (the
"Calculated Mean") is used. Unless otherwise noted herein, the value of a
foreign security is determined in its national currency as of the normal close
of trading on the foreign exchange on which it is traded or as of the close of
regular trading on the Exchange, if that is earlier, and that value is then
converted into its U.S. dollar equivalent at the foreign exchange rate in effect
at noon, eastern time, on the day the value of the foreign security is
determined. All other securities for which OTC market quotations are readily
available are valued at the Calculated Mean.
A debt security normally is valued on the basis of quotes obtained from
at least two dealers (or one dealer who has made a market in the security) or
pricing services that take into account appropriate valuation factors. Interest
is accrued daily. Money market instruments are valued at amortized cost, which
the Board believes approximates market value.
An exchange-traded option is valued at the last sale price on the
exchange on which it is principally traded, if available, and otherwise is
valued at the last sale price on the other exchange(s). If there were no sales
on any exchange, the option shall be valued at the Calculated Mean, if possible,
and otherwise at the last offering price, in the case of a written option, and
the last bid price, in the case of a purchased option. An OTC option is valued
at the last offering price, in the case of a written option, and the last bid
price, in the case of a purchased option. Exchange listed and widely-traded OTC
futures (and options thereon) are valued at the most recent settlement price.
Securities and other assets for which market prices are not readily
available are priced at their "fair value" as determined by IMI in accordance
with procedures approved by the Board. Trading in securities on many foreign
securities exchanges is normally completed before the close of regular trading
on the Exchange. Trading on foreign exchanges may not take place on all days on
which there is regular trading on the Exchange, or may take place on days on
which there is no regular trading on the Exchange (e.g., any of the national
business holidays identified below). If events materially affecting the value of
a Fund's portfolio securities occur between the time when a foreign exchange
closes and the time when that Fund's net asset value is calculated (see
following paragraph), such securities may be valued at fair value as determined
by IMI and approved by the Board.
Portfolio securities are valued (and net asset value per share is
determined) as of the close of regular trading on the Exchange (normally 4:00
p.m., eastern time) on each day the Exchange is open for trading. The Exchange
and the Trust's offices are expected to be closed, and net asset value will not
be calculated, on the following national business holidays: New Year's Day,
Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. On those days
when either or both of a Fund's Custodian or the Exchange close early as a
result of a partial holiday or otherwise, the Trust reserves the right to
advance the time on that day by which purchase and redemption requests must be
received.
The number of shares you receive when you place a purchase order, and
the payment you receive after submitting a redemption request, is based on each
Fund's net asset value next determined after your instructions are received in
proper form by IMSC or by your registered securities dealer. Each purchase and
redemption order is subject to any applicable sales charge. Since each Fund
invests in securities that are listed on foreign exchanges that may trade on
weekends or other days when the Funds do not price their shares, each Fund's net
asset value may change on days when shareholders will not be able to purchase or
redeem that Fund's shares. The sale of each Fund's shares will be suspended
during any period when the determination of its net asset value is suspended
pursuant to rules or orders of the SEC and may be suspended by the Board
whenever in its judgment it is in a Fund's best interest to do so.
TAXATION
The following is a general discussion of certain tax rules thought to
be applicable with respect to each Fund. It is merely a summary and is not an
exhaustive discussion of all possible situations or of all potentially
applicable taxes. Accordingly, shareholders and prospective shareholders should
consult a competent tax adviser about the tax consequences to them of investing
in any Fund.
Each Fund intends to be taxed as a regulated investment company under
Subchapter M of the Code. Accordingly, each Fund must, among other things, (a)
derive in each taxable year at least 90% of its gross income from dividends,
interest, payments with respect to certain securities loans, and gains from the
sale or other disposition of stock, securities or foreign currencies, or other
income derived with respect to its business of investing in such stock,
securities or currencies; and (b) diversify its holdings so that, at the end of
each fiscal quarter, (i) at least 50% of the market value of the Fund's assets
is represented by cash, U.S. Government securities, the securities of other
regulated investment companies and other securities, with such other securities
limited, in respect of any one issuer, to an amount not greater than 5% of the
value of the Fund's total assets and 10% of the outstanding voting securities of
such issuer, and (ii) not more than 25% of the value of its total assets is
invested in the securities of any one issuer (other than U.S. Government
securities and the securities of other regulated investment companies).
As a regulated investment company, each Fund generally will not be
subject to U.S. Federal income tax on its income and gains that it distributes
to shareholders, if at least 90% of its investment company taxable income (which
includes, among other items, dividends, interest and the excess of any
short-term capital gains over long-term capital losses) for the taxable year is
distributed. Each Fund intends to distribute all such income.
Amounts not distributed on a timely basis in accordance with a calendar
year distribution requirement are subject to a nondeductible 4% excise tax at
the Fund level. To avoid the tax, each Fund must distribute during each calendar
year, (1) at least 98% of its ordinary income (not taking into account any
capital gains or losses) for the calendar year (2) at least 98% of its capital
gains in excess of its capital losses (adjusted for certain ordinary losses) for
a one-year period generally ending on October 31 of the calendar year, and (3)
all ordinary income and capital gains for previous years that were not
distributed during such years. To avoid application of the excise tax, each Fund
intends to make distributions in accordance with the calendar year distribution
requirements. A distribution will be treated as paid on December 31 of the
current calendar year if it is declared by a Fund in October, November or
December of the year with a record date in such a month and paid by the Fund
during January of the following year. Such distributions will be taxable to
shareholders in the calendar year the distributions are declared, rather than
the calendar year in which the distributions are received.
OPTIONS, FUTURES AND FOREIGN CURRENCY FORWARD CONTRACTS
The taxation of equity options and OTC options on debt securities is
governed by Code section 1234. Pursuant to Code section 1234, the premium
received by each Fund for selling a put or call option is not included in income
at the time of receipt. If the option expires, the premium is short-term capital
gain to the Fund. If a Fund enters into a closing transaction, the difference
between the amount paid to close out its position and the premium received is
short-term capital gain or loss. If a call option written by a Fund is
exercised, thereby requiring the Fund to sell the underlying security, the
premium will increase the amount realized upon the sale of such security and any
resulting gain or loss will be a capital gain or loss, and will be long-term or
short-term depending upon the holding period of the security. With respect to a
put or call option that is purchased by a Fund, if the option is sold, any
resulting gain or loss will be a capital gain or loss, and will be long-term or
short-term, depending upon the holding period of the option. If the option
expires, the resulting loss is a capital loss and is long-term or short-term,
depending upon the holding period of the option. If the option is exercised, the
cost of the option, in the case of a call option, is added to the basis of the
purchased security and, in the case of a put option, reduces the amount realized
on the underlying security in determining gain or loss.
Some of the options, futures and foreign currency forward contracts in
which each Fund may invest may be "section 1256 contracts." Gains (or losses) on
these contracts generally are considered to be 60% long-term and 40% short-term
capital gains or losses; however, as described below, foreign currency gains or
losses arising from certain section 1256 contracts are ordinary in character.
Also, section 1256 contracts held by each Fund at the end of each taxable year
(and on certain other dates prescribed in the Code) are "marked-to-market" with
the result that unrealized gains or losses are treated as though they were
realized.
The transactions in options, futures and forward contracts undertaken
by each Fund may result in "straddles" for Federal income tax purposes. The
straddle rules may affect the character of gains or losses realized by each
Fund. In addition, losses realized by each Fund on positions that are part of a
straddle may be deferred under the straddle rules, rather than being taken into
account in calculating the taxable income for the taxable year in which such
losses are realized. Because only a few regulations implementing the straddle
rules have been promulgated, the consequences of such transactions to each Fund
are not entirely clear. The straddle rules may increase the amount of short-term
capital gain realized by each Fund, which is taxed as ordinary income when
distributed to shareholders.
Each Fund may make one or more of the elections available under the
Code which are applicable to straddles. If a Fund makes any of the elections,
the amount, character and timing of the recognition of gains or losses from the
affected straddle positions will be determined under rules that vary according
to the election(s) made. The rules applicable under certain of the elections may
operate to accelerate the recognition of gains or losses from the affected
straddle positions.
Because application of the straddle rules may affect the character of
gains or losses, defer losses and/or accelerate the recognition of gains or
losses from the affected straddle positions, the amount which must be
distributed to shareholders as ordinary income or long-term capital gain may be
increased or decreased substantially as compared to a fund that did not engage
in such transactions.
Notwithstanding any of the foregoing, each Fund may recognize gain (but
not loss) from a constructive sale of certain "appreciated financial positions"
if the Fund enters into a short sale, offsetting notional principal contract,
futures or forward contract transaction with respect to the appreciated position
or substantially identical property. Appreciated financial positions subject to
this constructive sale treatment are interests (including options, futures and
forward contracts and short sales) in stock, partnership interests, certain
actively traded trust instruments and certain debt instruments. Constructive
sale treatment of appreciated financial positions does not apply to certain
transactions closed in the 90-day period ending with the 30th day after the
close of a Fund's taxable year, if certain conditions are met.
CURRENCY FLUCTUATIONS -- "SECTION 988" GAINS OR LOSSES
Gains or losses attributable to fluctuations in exchange rates which
occur between the time a Fund accrues receivables or liabilities denominated in
a foreign currency and the time the Fund actually collects such receivables or
pays such liabilities generally are treated as ordinary income or ordinary loss.
Similarly, on disposition of some investments, including debt securities
denominated in a foreign currency and certain options, futures and forward
contracts, gains or losses attributable to fluctuations in the value of the
foreign currency between the date of acquisition of the security or contract and
the date of disposition also are treated as ordinary gain or loss. These gains
and losses, referred to under the Code as "section 988" gains or losses,
increase or decrease the amount of each Fund's investment company taxable income
available to be distributed to its shareholders as ordinary income.
INVESTMENT IN PASSIVE FOREIGN INVESTMENT COMPANIES
Each Fund may invest in shares of foreign corporations which may be
classified under the Code as passive foreign investment companies ("PFICs"). In
general, a foreign corporation is classified as a PFIC if at least one-half of
its assets constitute investment-type assets, or 75% or more of its gross income
is investment-type income. If a Fund receives a so-called "excess distribution"
with respect to PFIC stock, the Fund itself may be subject to a tax on a portion
of the excess distribution, whether or not the corresponding income is
distributed by the Fund to shareholders. In general, under the PFIC rules, an
excess distribution is treated as having been realized ratably over the period
during which a Fund held the PFIC shares. A Fund itself will be subject to tax
on the portion, if any, of an excess distribution that is so allocated to prior
Fund taxable years and an interest factor will be added to the tax, as if the
tax had been payable in such prior taxable years. Certain distributions from a
PFIC as well as gain from the sale of PFIC shares are treated as excess
distributions. Excess distributions are characterized as ordinary income even
though, absent application of the PFIC rules, certain excess distributions might
have been classified as capital gain.
Each Fund may be eligible to elect alternative tax treatment with
respect to PFIC shares. Each Fund may elect to mark to market its PFIC shares,
resulting in the shares being treated as sold at fair market value on the last
business day of each taxable year. Any resulting gain would be reported as
ordinary income; any resulting loss and any loss from an actual disposition of
the shares would be reported as ordinary loss to the extent of any net gains
reported in prior years. Under another election that currently is available in
some circumstances, each Fund generally would be required to include in its
gross income its share of the earnings of a PFIC on a current basis, regardless
of whether distributions are received from the PFIC in a given year.
DEBT SECURITIES ACQUIRED AT A DISCOUNT
Some of the debt securities (with a fixed maturity date of more than
one year from the date of issuance) that may be acquired by each Fund may be
treated as debt securities that are issued originally at a discount. Generally,
the amount of the original issue discount ("OID") is treated as interest income
and is included in income over the term of the debt security, even though
payment of that amount is not received until a later time, usually when the debt
security matures.
Some of the debt securities (with a fixed maturity date of more than
one year from the date of issuance) that may be acquired by each Fund in the
secondary market may be treated as having market discount. Generally, gain
recognized on the disposition of, and any partial payment of principal on, a
debt security having market discount is treated as ordinary income to the extent
the gain, or principal payment, does not exceed the "accrued market discount" on
such debt security. In addition, the deduction of any interest expenses
attributable to debt securities having market discount may be deferred. Market
discount generally accrues in equal daily installments. Each Fund may make one
or more of the elections applicable to debt securities having market discount,
which could affect the character and timing of recognition of income.
Some debt securities (with a fixed maturity date of one year or less
from the date of issuance) that may be acquired by each Fund may be treated as
having acquisition discount, or OID in the case of certain types of debt
securities. Generally, a Fund will be required to include the acquisition
discount, or OID, in income over the term of the debt security, even though
payment of that amount is not received until a later time, usually when the debt
security matures. Each Fund may make one or more of the elections applicable to
debt securities having acquisition discount, or OID, which could affect the
character and timing of recognition of income.
Each Fund generally will be required to distribute dividends to
shareholders representing discount on debt securities that is currently
includable in income, even though cash representing such income may not have
been received by each Fund. Cash to pay such dividends may be obtained from
sales proceeds of securities held by each Fund.
DISTRIBUTIONS
Distributions of investment company taxable income are taxable to a
U.S. shareholder as ordinary income, whether paid in cash or shares. Dividends
paid by a Fund to a corporate shareholder, to the extent such dividends are
attributable to dividends received from U.S. corporations by the Fund, may
qualify for the dividends received deduction. However, the revised alternative
minimum tax applicable to corporations may reduce the value of the dividends
received deduction. Distributions of net capital gains (the excess of net
long-term capital gains over net short-term capital losses), if any, designated
by each Fund as capital gain dividends, are taxable to shareholders as long-term
capital gains whether paid in cash or in shares, and regardless of how long the
shareholder has held the Fund's shares; such distributions are not eligible for
the dividends received deduction. Shareholders receiving distributions in the
form of newly issued shares will have a cost basis in each share received equal
to the net asset value of a share of that Fund on the distribution date. A
distribution of an amount in excess of a Fund's current and accumulated earnings
and profits will be treated by a shareholder as a return of capital which is
applied against and reduces the shareholder's basis in his or her shares. To the
extent that the amount of any such distribution exceeds the shareholder's basis
in his or her shares, the excess will be treated by the shareholder as gain from
a sale or exchange of the shares. Shareholders will be notified annually as to
the U.S. Federal tax status of distributions and shareholders receiving
distributions in the form of newly issued shares will receive a report as to the
net asset value of the shares received.
If the net asset value of shares is reduced below a shareholder's cost
as a result of a distribution by a Fund, such distribution generally will be
taxable even though it represents a return of invested capital. Shareholders
should be careful to consider the tax implications of buying shares just prior
to a distribution. The price of shares purchased at this time may reflect the
amount of the forthcoming distribution. Those purchasing just prior to a
distribution will receive a distribution which generally will be taxable to
them.
DISPOSITION OF SHARES
Upon a redemption, sale or exchange of his or her shares, a shareholder
will realize a taxable gain or loss depending upon his or her basis in the
shares. Such gain or loss will be treated as capital gain or loss if the shares
are capital assets in the shareholder's hands and, if so, will be long-term or
short-term, depending upon the shareholder's holding period for the shares. Any
loss realized on a redemption sale or exchange will be disallowed to the extent
the shares disposed of are replaced (including through reinvestment of
dividends) within a period of 61 days beginning 30 days before and ending 30
days after the shares are disposed of. In such a case, the basis of the shares
acquired will be adjusted to reflect the disallowed loss. Any loss realized by a
shareholder on the sale of Fund shares held by the shareholder for six-months or
less will be treated for tax purposes as a long-term capital loss to the extent
of any distributions of capital gain dividends received or treated as having
been received by the shareholder with respect to such shares.
In some cases, shareholders will not be permitted to take all or
portion of their sales loads into account for purposes of determining the amount
of gain or loss realized on the disposition of their shares. This prohibition
generally applies where (1) the shareholder incurs a sales load in acquiring the
shares of a Fund, (2) the shares are disposed of before the 91st day after the
date on which they were acquired, and (3) the shareholder subsequently acquires
shares in the same Fund or another regulated investment company and the
otherwise applicable sales charge is reduced under a "reinvestment right"
received upon the initial purchase of Fund shares. The term "reinvestment right"
means any right to acquire shares of one or more regulated investment companies
without the payment of a sales load or with the payment of a reduced sales
charge. Sales charges affected by this rule are treated as if they were incurred
with respect to the shares acquired under the reinvestment right. This provision
may be applied to successive acquisitions of fund shares.
FOREIGN WITHHOLDING TAXES
Income received by each Fund from sources within a foreign country may
be subject to withholding and other taxes imposed by that country.
If more than 50% of the value of a Fund's total assets at the close of
its taxable year consists of securities of foreign corporations, that Fund will
be eligible and may elect to "pass-through" to its shareholders the amount of
foreign income and similar taxes paid by the Fund. Pursuant to this election, a
shareholder will be required to include in gross income (in addition to taxable
dividends actually received) his or her pro rata share of the foreign income and
similar taxes paid by the Fund, and will be entitled either to deduct his or her
pro rata share of foreign income and similar taxes in computing his or her
taxable income or to use it as a foreign tax credit against his or her U.S.
Federal income taxes, subject to limitations. No deduction for foreign taxes may
be claimed by a shareholder who does not itemize deductions. Foreign taxes
generally may not be deducted by a shareholder that is an individual in
computing the alternative minimum tax. Each shareholder will be notified within
60 days after the close of each Fund's taxable year whether the foreign taxes
paid by that Fund will "pass-through" for that year and, if so, such
notification will designate (1) the shareholder's portion of the foreign taxes
paid to each such country and (2) the portion of the dividend which represents
income derived from sources within each such country.
Generally, except in the case of certain electing individual taxpayers
who have limited creditable foreign taxes and no foreign source income other
than passive investment-type income, a credit for foreign taxes is subject to
the limitation that it may not exceed the shareholder's U.S. tax attributable to
his or her total foreign source taxable income. For this purpose, if a Fund
makes the election described in the preceding paragraph, the source of that
Fund's income flows through to its shareholders. With respect to each Fund,
gains from the sale of securities generally will be treated as derived from U.S.
sources and section 988 gains will be treated as ordinary income derived from
U.S. sources. The limitation on the foreign tax credit is applied separately to
foreign source passive income, including foreign source passive income received
from each Fund. In addition, the foreign tax credit may offset only 90% of the
revised alternative minimum tax imposed on corporations and individuals.
Furthermore, the foreign tax credit is eliminated with respect to foreign taxes
withheld on dividends if the dividend-paying shares or the shares of a Fund are
held by the Fund or the shareholder, as the case may be, for less than 16 days
(46 days in the case of preferred shares) during the 30-day period (90-day
period for preferred shares) beginning 15 days (45 days for preferred shares)
before the shares become ex-dividend. In addition, if a Fund fails to satisfy
these holding period requirements, it cannot elect to pass through to
shareholders the ability to claim a deduction for related foreign taxes.
The foregoing is only a general description of the foreign tax credit
under current law. Because application of the credit depends on the particular
circumstances of each shareholder, shareholders are advised to consult their own
tax advisers.
BACKUP WITHHOLDING
Each Fund will be required to report to the Internal Revenue Service
("IRS") all taxable distributions as well as gross proceeds from the redemption
of that Fund's shares, except in the case of certain exempt shareholders. All
such distributions and proceeds will be subject to withholding of Federal income
tax at a rate of 31% ("backup withholding") in the case of non-exempt
shareholders if (1) the shareholder fails to furnish a Fund with and to certify
the shareholder's correct taxpayer identification number or social security
number, (2) the IRS notifies the shareholder or the Fund that the shareholder
has failed to report properly certain interest and dividend income to the IRS
and to respond to notices to that effect, or (3) when required to do so, the
shareholder fails to certify that he or she is not subject to backup
withholding. If the withholding provisions are applicable, any such
distributions or proceeds, whether reinvested in additional shares or taken in
cash, will be reduced by the amounts required to be withheld.
Distributions may also be subject to additional state, local and
foreign taxes depending on each shareholder's particular situation. Non-U.S.
shareholders may be subject to U.S. tax rules that differ significantly from
those summarized above. This discussion does not purport to deal with all of the
tax consequences applicable to each Fund or shareholders. Shareholders are
advised to consult their own tax advisers with respect to the particular tax
consequences to them of an investment in any Fund.
PERFORMANCE INFORMATION
Performance information for the classes of shares of each Fund may be
compared, in reports and promotional literature, to: (i) the S&P 500 Index, the
Dow Jones Industrial Average ("DJIA"), or other unmanaged indices so that
investors may compare each Fund's results with those of a group of unmanaged
securities widely regarded by investors as representative of the securities
markets in general; (ii) other groups of mutual funds tracked by Lipper
Analytical Services, a widely used independent research firm that ranks mutual
funds by overall performance, investment objectives and assets, or tracked by
other services, companies, publications or other criteria; and (iii) the
Consumer Price Index (measure for inflation) to assess the real rate of return
from an investment in each Fund. Unmanaged indices may assume the reinvestment
of dividends but generally do not reflect deductions or administrative and
management costs and expenses. Performance rankings are based on historical
information and are not intended to indicate future performance.
AVERAGE ANNUAL TOTAL RETURN. Quotations of standardized average annual
total return ("Standardized Return") for a specific class of shares of each Fund
will be expressed in terms of the average annual compounded rate of return that
would cause a hypothetical investment in that class of that Fund made on the
first day of a designated period to equal the ending redeemable value ("ERV") of
such hypothetical investment on the last day of the designated period, according
to the following formula:
P(1 + T){superscript n} = ERV
Where: P = a hypothetical initial payment of $1,000 to
purchase shares of a specific class
T = the average annual total return of shares of
that class
n = the number of years
ERV = the ending redeemable value of a
hypothetical $1,000 payment made at
the beginning of the period.
For purposes of the above computation for each Fund, it is assumed that
all dividends and capital gains distributions made by that Fund are reinvested
at net asset value in additional shares of the same class during the designated
period. In calculating the ending redeemable value for Class A shares and
assuming complete redemption at the end of the applicable period, the maximum
5.75% sales charge is deducted from the initial $1,000 payment and, for Class B
and Class C shares, the applicable CDSC imposed upon redemption of Class B or
Class C shares held for the period is deducted. Standardized Return quotations
for each Fund do not take into account any required payments for federal or
state income taxes. Standardized Return quotations for Class B shares for
periods of over eight years will reflect conversion of the Class B shares to
Class A shares at the end of the eighth year. Standardized Return quotations are
determined to the nearest 1/100 of 1%.
Each Fund may, from time to time, include in advertisements,
promotional literature or reports to shareholders or prospective investors total
return data that are not calculated according to the formula set forth above
("Non-Standardized Return"). Neither initial nor CDSCs are taken into account in
calculating Non-Standardized Return; a sales charge, if deducted, would reduce
the return.
The following tables summarize the calculation of Standardized and
Non-Standardized Return for the Class A, Class B, Class C and Class I (where
applicable) shares of each Fund for the periods indicated. In determining the
average annual total return for a specific class of shares of each Fund,
recurring fees, if any, that are charged to all shareholder accounts are taken
into consideration. For any account fees that vary with the size of the account
of each Fund, the account fee used for purposes of the following computations is
assumed to be the fee that would be charged to the mean account size of the
Fund.
<PAGE>
IVY GLOBAL FUND
STANDARDIZED RETURN[*]
CLASS A[1] CLASS B[2] CLASS C[3]
Year ended December 31,
1998
2.35% 2.69% 6.30%
Five years ended
December 31, 1998
3.03% N/A N/A
Inception [#] to year
ended December 31,
1998[7]: 6.78% 4.11% (0.06)%
NON-STANDARDIZED RETURN[**]
CLASS A[4] CLASS B[5] CLASS C[6]
Year ended December 31,
1998
8.59% 7.69% 7.30%
Five years ended
December 31, 1998
4.26% N/A N/A
Inception [#] to year
ended December 31,
1998[7]: 7.61% 4.46% (0.06)%
- -------------------- ----------------- ------------------ ---------------------
[*] The Standardized Return figures for Class A shares reflect the
deduction of the maximum initial sales charge of 5.75%. The Standardized Return
figures for Class B and C shares reflect the deduction of the applicable CDSC
imposed on redemption of Class B or C shares held for the period.
[**] The Non-Standardized Return figures do not reflect the deduction
of any initial sales charge or CDSC.
[#] The inception date for the Fund (Class A shares) was April 18,
1991. The inception dates for the Class B and Class C shares of the Fund were
April 1, 1994 and April 30, 1996, respectively. Until December 31, 1994,
Mackenzie Investment Management Inc. served as investment adviser to the Fund.
[1] The Standardized Return figures for the Class A shares reflect
expense reimbursement. Without expense reimbursement, the Standardized Return
for Class A shares for the period from inception through December 31, 1998 and
the one and five year periods ended December 31, 1998 would have been 6.10%,
1.90% and 2.87%, respectively.
[2] The Standardized Return figures for the Class B shares reflect
expense reimbursement. Without expense reimbursement, the Standardized Return
for Class B shares for the period from inception through December 31, 1998 and
the one year period ended December 31, 1998 would have been 3.96% and 2.31%,
respectively. (Since the inception date for Class B shares was April 1, 1994,
there were no Class B shares outstanding for the duration of the five year
period ended December 31, 1998.)
[3] The Standardized Return figures for the Class C shares reflect
expense reimbursement. Without expense reimbursement, the Standardized Return
for Class C shares for the period from inception through December 31, 1998 and
the one year period ended December 31, 1998 would have been (0.25)% and 5.74%,
respectively. (Since the inception date for Class C shares was April 30, 1996,
there were no outstanding Class C shares for the duration of the five year
period ended December 31, 1998.)
[4] The Non-Standardized Return figures for Class A shares reflect
expense reimbursement. Without expense reimbursement, the Non-Standardized
Return for Class A shares for the period from inception through December 31,
1998 and the one and five year periods ended December 31, 1998 would have been
6.92%, 8.12% and 4.10%, respectively.
[5] The Non-Standardized Return figures for Class B shares reflect
expense reimbursement. Without expense reimbursement, the Non-Standardized
Return for Class B shares for the period from inception through December 31,
1998 and the one year period ended December 31, 1998 would have been 4.32% and
7.29%, respectively. (Since the inception date for Class B shares was April 1,
1994, there were no Class B shares outstanding for the duration of the five year
period ended December 31, 1998.)
[6] The Non-Standardized Return figures for Class C shares reflect
expense reimbursement. Without expense reimbursement, the Non-Standardized
Return for Class C shares for the period from inception through December 31,
1998 and the one year period ended December 31, 1998 would have been (0.25)% and
6.74%, respectively. (Since the inception date for Class C shares was April 30,
1996, there were no outstanding Class C shares for the duration of the five year
period ended December 31, 1998.)
[7] The total return for a period less than a full year is calculated
on an aggregate basis and is not annualized.
IVY GLOBAL NATURAL RESOURCES FUND
STANDARDIZED RETURN[*]
CLASS A[1] CLASS B[2] CLASS C[3]
Year ended December 31, (33.41)% (33.33)% (31.19)%
1998:
Inception [#] to year (15.68)% (15.45)% (14.17)%
ended December 31,
1998[7]:
NON-STANDARDIZED RETURN[**]
CLASS A[4] CLASS B[5] CLASS C[6]
Year ended December 31, (29.35)% (29.82)% (30.49)%
1998:
Inception [#] to year (13.11)% (13.67)% (14.17)%
ended December 31,
1998[7]:
- ---------------------- ----------------- ------------------ ------------------
[*] The Standardized Return figures for Class A shares reflect the
deduction of the maximum initial sales charge of 5.75%. The Standardized Return
figures for Class B and C shares reflect the deduction of the applicable CDSC
imposed on redemption of Class B or C shares held for the period.
[**] The Non-Standardized Return figures do not reflect the deduction
of any initial sales charge or CDSC.
[#] The inception date for the Fund was January 1, 1997.
[1] The Standardized Return figures for the Class A shares reflect
expense reimbursement. Without expense reimbursement, the Standardized Return
for Class A shares for the period from inception through December 31, 1998 and
the one year ended December 31, 1998 would have been (17.71)% and (36.53)%,
respectively.
[2] The Standardized Return figures for the Class B shares reflect
expense reimbursement. Without expense reimbursement, the Standardized Return
for Class B shares for the period from inception through December 31, 1998 and
the one year ended December 31, 1998 would have been (17.42)% and (36.35)%,
respectively.
[3] The Standardized Return figures for the Class C shares reflect
expense reimbursement. Without expense reimbursement, the Standardized Return
for Class C shares for the period from inception through December 31, 1998 and
the one year ended December 31, 1998 would have been (17.17)% and (35.88)%,
respectively.
[4] The Non-Standardized Return figures for Class A shares reflect
expense reimbursement. Without expense reimbursement, the Non-Standardized
Return for Class A shares for the period from inception through December 31,
1998 and the one year ended December 31, 1998 would have been (15.23)% and
(32.64)%, respectively.
[5] The Non-Standardized Return figures for Class B shares reflect
expense reimbursement. Without expense reimbursement, the Non-Standardized
Return for Class B shares for the period from inception through December 31,
1998 and the one year ended December 31, 1998 would have been (15.70)% and
(32.98)%, respectively.
[6] The Non-Standardized Return figures for Class C shares reflect
expense reimbursement. Without expense reimbursement, the Non-Standardized
Return for Class C shares for the period from inception through December 31,
1998 and the one year ended December 31, 1998 would have been (17.17)% and
(35.23)%, respectively.
[7] The total return for a period less than a full year is calculated
on an aggregate basis and is not annualized.
IVY GLOBAL SCIENCE & TECHNOLOGY FUND
STANDARDIZED RETURN[*]
<TABLE>
<S> <C> <C> <C> <C>
CLASS A[1] CLASS B[2] CLASS C[3] CLASS I[4]
Year ended December 31,
1998
27.48% 29.20% 33.37% N/A
Inception [#] to year
ended December 31,
1998: [8] 38.96% 40.78% 41.64% N/A
NON-STANDARDIZED RETURN[**]
CLASS A[5] CLASS B[6] CLASS C[7] CLASS I[4]
Year ended December 31,
1998
35.26% 34.20% 34.37% N/A
Inception [#] to year
ended December 31,
1998: [8] 42.30% 41.45% 41.64% N/A
</TABLE>
- ---------------------- ----------------- ------------------ -------------------
[*] The Standardization Return figures for Class A shares reflect the
deduction of the maximum initial sales charge of 5.75%. The Standardized Return
figures for Class B and C shares reflect the deduction of the applicable CDSC
imposed on redemption of Class B or C shares held for the period. Class I shares
are not subject to an initial sales charge or a CDSC; therefore, the
Non-Standardized Return Figures would be identical to the Standardized Return
Figures.
[**] The Non-Standardized Return figures do not reflect the deduction
of any initial sales charge or CDSC.
[#] The inception date for the Fund (and Class A, Class B, Class C and
Class I shares of the Fund) was July 22, 1996.
[1] The Standardized Return figures for the Class A shares reflect
expense reimbursement. Without expense reimbursement, the Standardized Return
for Class A shares for the period from inception through December 31, 1998 and
the one year ended December 31, 1998 would have been 38.87% and 27.48%,
respectively.
[2] The Standardized Return figures for the Class B shares reflect
expense reimbursement. Without expense reimbursement, the Standardized Return
for Class B shares for the period from inception through December 31, 1998 and
the one year ended December 31, 1998 would have been 40.73% and 29.20%,
respectively.
[3] The Standardized Return figures for the Class C shares reflect
expense reimbursement. Without expense reimbursement, the Standardized Return
for Class C shares for the period from inception through December 31, 1998 and
the one year ended December 31, 1998 would have been 41.59% and 33.37%,
respectively.
[4] Class I shares are not subject to an initial sales charge or a
CDSC; therefore the Non-Standardized and Standardized Return figures would be
identical. However, there were no outstanding Class I shares during the periods
indicated.
[5] The Non-Standardized Return figures for Class A shares reflect
expense reimbursement. Without expense reimbursement, the Non-Standardized
Return for Class A shares for the period from inception through December 31,
1998 and the one year ended December 31, 1998 would have been 42.28% and 35.26%,
respectively.
[6] The Non-Standardized Return figures for Class B shares reflect
expense reimbursement. Without expense reimbursement, the Non-Standardized
Return for Class B shares for the period from inception through December 31,
1998 and the one year ended December 31, 1998 would have been 41.48% and 34.20%,
respectively.
[7] The Non-Standardized Return figures for Class C shares reflect
expense reimbursement. Without expense reimbursement, the Non-Standardized
Return for Class C shares for the period from inception through December 31,
1998 and the one year ended December 31, 1998 would have been 41.59% and 34.37%,
respectively.
[8] The total return for a period less than a full year is calculated
on an aggregate basis and is not annualized.
IVY INTERNATIONAL FUND II
STANDARDIZED RETURN[*]
<TABLE>
<S> <C> <C> <C> <C>
CLASS A[1] CLASS B[2] CLASS C[3] CLASS I[4]
Year ended December 31,
1998
0.50% 0.84% 4.79% N/A
Inception [#] to year
ended December 31,
1998[8]: (6.12)% (5.81)% (3.48)% N/A
NON-STANDARDIZED RETURN[**]
CLASS A[5] CLASS B[6] CLASS C[7] CLASS I[4]
Year ended December 31,
1998
6.63% 5.84% 5.79% N/A
Inception [#] to year
ended December 31,
1998[8]: (2.68)% (3.45)% (3.48)% N/A
- ---------------------- ----------------- ------------------ -------------------
[*] The Standardized Return figures for Class A shares reflect the
deduction of the maximum initial sales charge of 5.75%. The Standardized Return
figures for Class B and C shares reflect the deduction of the applicable CDSC
imposed on redemption of Class B or C shares held for the period. Class I shares
are not subject to an initial sales change or to a CDSC; therefore, the
Non-Standardized Return Figures would be identical to the Standardized Return
Figures.
[**] The Non-Standardized Return figures do not reflect the deduction
of any initial sales charge or CDSC.
[#] The inception date for the Fund (and Class A, Class B, Class C and
Class I shares of the Fund) was May 13, 1997.
[1] The Standardized Return figures for the Class A shares reflect
expense reimbursement. Without expense reimbursement, the Standardized Return
for Class A shares for the period from inception through December 31, 1998 and
the one year ended December 31, 1998 would have been (6.20)% and 0.37%,
respectively.
[2] The Standardized Return figures for the Class B shares reflect
expense reimbursement. Without expense reimbursement, the Standardized Return
for Class B shares for the period from inception through December 31, 1998 and
the one year ended December 31, 1998 would have been (5.89)% and 0.71%,
respectively.
[3] The Standardized Return figures for the Class C shares reflect
expense reimbursement. Without expense reimbursement, the Standardized Return
for Class C shares for the period from inception through December 31, 1998 and
the one year ended December 31, 1998 would have been (3.56)% and 4.66%,
respectively.
[4] Class I shares are not subject to an initial sales charge or a
CDSC; therefore the Non-Standardized and Standardized Return figures would be
identical. However, there were no outstanding Class I shares during the periods
indicated.
[5] The Non-Standardized Return figures for Class A shares reflect
expense reimbursement. Without expense reimbursement, the Non-Standardized
Return for Class A shares for the period from inception through December 31,
1998 and the one year ended December 31, 1998 would have been (2.75)% and 6.49%,
respectively.
[6] The Non-Standardized Return figures for Class B shares reflect
expense reimbursement. Without expense reimbursement, the Non-Standardized
Return for Class B shares for the period from inception through December 31,
1998 and the one year ended December 31, 1998 would have been (3.52)% and 5.71%,
respectively.
[7] The Non-Standardized Return figures for Class C shares reflect
expense reimbursement. Without expense reimbursement, the Non-Standardized
Return for Class C shares for the period from inception through December 31,
1998 and the one year ended December 31, 1998 would have been (3.56)% and 5.66%,
respectively.
[8] The total return for a period less than a full year is calculated
on an aggregate basis and is not annualized.
IVY INTERNATIONAL SMALL COMPANIES FUND
STANDARDIZED RETURN[*]
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
CLASS A[1] CLASS B[2] CLASS C[3] CLASS I[4]
Year ended December 31,
1998
(0.81)% (0.54)% 3.55% N/A
Inception [#] to year ended December 31, 1998:
(6.88)% (6.73)% (4.72)% N/A
</TABLE>
NON-STANDARDIZED RETURN[**]
<TABLE>
<S> <C> <C> <C> <C>
CLASS A[5] CLASS B[6] CLASS C[7] CLASS I[4]
Year ended December 31,
1998
5.24% 4.46% 4.55% N/A
Inception [#] to year ended December 31, 1998:
(4.06)% (4.79)% (4.72)% N/A
- ---------------------- ----------------- ------------------ -------------------
[*] The Standardization Return figures for Class A shares reflect the
deduction of the maximum initial sales charge of 5.75%. The Standardized Return
figures for Class B and C shares reflect the deduction of the applicable CDSC
imposed on redemption of Class B or C shares held for the period.
[**] The Non-Standardized Return figures do not reflect the deduction
of any initial sales charge or CDSC.
[#] The inception date for Ivy International Small Companies Fund (and
Class A, Class B, Class C and Class I shares of the Fund) was January 1, 1997.
[1] The Standardized Return figures for the Class A shares reflect
expense reimbursement. Without expense reimbursement, the Standardized Return
for Class A shares for the period from inception through December 31, 1998 and
the one year ended December 31, 1998 would have been (9.63)% and (4.85)%,
respectively.
[2] The Standardized Return figures for the Class B shares reflect
expense reimbursement. Without expense reimbursement, the Standardized Return
for Class B shares for the period from inception through December 31, 1998 and
the one year ended December 31, 1998 would have been (9.23)% and (4.44)%,
respectively.
[3] The Standardized Return figures for the Class C shares reflect
expense reimbursement. Without expense reimbursement, the Standardized Return
for Class C shares for the period from inception through December 31, 1998 and
the one year ended December 31, 1998 would have been (7.85)% and (1.42)%,
respectively.
[4] Class I shares are not subject to an initial sales charge or a
CDSC; therefore the Non-Standardized and Standardized Return figures would be
identical. However, there were no outstanding Class I shares during the periods
indicated.
[5] The Non-Standardized Return figures for Class A shares reflect
expense reimbursement. Without expense reimbursement, the Non-Standardized
Return for Class A shares for the period from inception through December 31,
1998 and the one year ended December 31, 1998 would have been (6.90)% and 0.98%,
respectively.
[6] The Non-Standardized Return figures for Class B shares reflect
expense reimbursement. Without expense reimbursement, the Non-Standardized
Return for Class B shares for the period from inception through December 31,
1998 and the one year ended December 31, 1998 would have been (7.34)% and 0.38%,
respectively.
[7] The Non-Standardized Return figures for Class C shares reflect
expense reimbursement. Without expense reimbursement, the Non-Standardized
Return for Class C shares for the period from inception through December 31,
1998 and the one year ended December 31, 1998 would have been (7.85)% and
(0.42)%, respectively.
IVY PAN-EUROPE FUND
STANDARDIZED RETURN[*]
CLASS A[1] CLASS B[2] CLASS C[3]
Year ended December 31, 1998:
0.59% 0.98% N/A
Inception [#] to year
ended December 31,
1998[7]: 3.71% 4.54% 1.67%
NON-STANDARDIZED RETURN[**]
CLASS A[4] CLASS B[5] CLASS C[6]
Year ended December 31, 1998:
6.72% 5.98% N/A
Inception [#] to year
ended December 31,
1998[7]: 7.55% 6.91% 2.38%
- ---------------------- ----------------- ------------------ -------------------
[*] The Standardized Return figures for Class A shares reflect the
deduction of the maximum initial sales charge of 5.75%. The Standardized Return
figures for Class B and C shares reflect the deduction of the applicable CDSC
imposed on redemption of Class B or C shares held for the period.
[**] The Non-Standardized Return figures do not reflect the deduction
of any initial sales charge or CDSC.
[#] The inception date for the Fund (Class A and Class B shares) was
May 13, 1997. Class C shares were first offered on January 29, 1998.
[1] The Standardized Return figures for the Class A shares reflect
expense reimbursement. Without expense reimbursement, the Standardized Return
for Class A shares for the period from inception through December 31, 1998 and
the one year ended December 31, 1998 would have been (3.92)% and (2.49)%,
respectively.
[2] The Standardized Return figures for the Class B shares reflect
expense reimbursement. Without expense reimbursement, the Standardized Return
for Class B shares for the period from inception through December 31, 1998 and
the one year ended December 31, 1998 would have been 0.19% and (2.11)%,
respectively.
[3] The Standardized Return figures for the Class C shares reflect
expense reimbursement. Without expense reimbursement, the Standardized Return
for Class C shares for the period from inception through December 31, 1998 would
have been 1.09%.
[4] The Non-Standardized Return figures for Class A shares reflect
expense reimbursement. Without expense reimbursement, the Non-Standardized
Return for Class A shares for the period from inception through December 31,
1998 and the one year ended December 31, 1998 would have been (0.34)% and 3.48%,
respectively.
[5] The Non-Standardized Return figures for Class B shares reflect
expense reimbursement. Without expense reimbursement, the Non-Standardized
Return for Class B shares for the period from inception through December 31,
1998 and the one year ended December 31, 1998 would have been 2.45% and 2.75%,
respectively.
[6] The Non-Standardized Return figures for Class C shares reflect
expense reimbursement. Without expense reimbursement, the Non-Standardized
Return for Class C shares for the period from inception through December 31,
1998 would have been 2.09%.
[7] The total return for a period less than a full year is calculated
on an aggregate basis and is not annualized.
CUMULATIVE TOTAL RETURN. Cumulative total return is the cumulative rate
of return on a hypothetical initial investment of $1,000 in a specific class of
shares of a particular Fund for a specified period. Cumulative total return
quotations reflect changes in the price of a Fund's shares and assume that all
dividends and capital gains distributions during the period were reinvested in
Fund shares. Cumulative total return is calculated by computing the cumulative
rates of return of a hypothetical investment in a specific class of shares of a
Fund over such periods, according to the following formula (cumulative total
return is then expressed as a percentage):
C = (ERV/P) - 1
Where: C = cumulative total return
P = a hypothetical initial investment of
$1,000 to purchase shares of a
specific class
ERV = ending redeemable value: ERV is
the value, at the end of the
applicable period, of a hypothetical
$1,000 investment made at the
beginning of the applicable period.
IVY GLOBAL FUND
The following table summarizes the calculation of Cumulative Total
Return for the periods indicated through December 31, 1998, assuming the maximum
5.75% sales charge has been assessed.
ONE YEAR FIVE YEARS SINCE INCEPTION
Class A 2.35% 16.09% 65.88%
Class B 2.69% N/A 21.07%
Class C 6.30% N/A (0.15)%
The following table summarizes the calculation of Cumulative Total
Return for the periods indicated through December 31, 1998, assuming the maximum
5.75% sales charge has not been assessed.
ONE YEAR FIVE YEARS SINCE INCEPTION[*]
Class A 8.59% 23.17% 76.00%
Class B 7.69% N/A 23.07%
Class C 7.30% N/A (0.15)%
- ----------------
[*] The inception date for the was (Class A shares of the Fund)
was April 18, 1993; the inception date for Class B shares of
the Fund was April 1, 1994; and the inception date for Class C
shares of the Fund was April 30, 1996. Until December 31,
1994, Mackenzie Investment Management Inc. served as
investment adviser to the Fund.
IVY GLOBAL NATURAL RESOURCES FUND
The following table summarizes the calculation of Cumulative Total
Return for Ivy Global Natural Resources Fund for the periods indicated through
December 31, 1998, assuming the maximum 5.75% sales charge has been assessed.
ONE YEAR SINCE INCEPTION[*]
Class A (33.41)% (28.78)%
Class B (33.33)% (28.40)%
Class C (31.19)% (26.26)%
The following table summarizes the calculation of Cumulative Total
Return for Ivy Global Natural Resources Fund for the periods indicated through
December 31, 1998, assuming the maximum 5.75% sales charge has not been
assessed.
ONE YEAR SINCE INCEPTION[*]
Class A (29.35)% (24.44)%
Class B (29.82)% (25.41)%
Class C (30.49)% (26.26)%
- ---------------------------
[*] The inception date for the Fund was January 1, 1997.
IVY GLOBAL SCIENCE & TECHNOLOGY FUND
The following table summarizes the calculation of Cumulative Total
Return for the periods indicated through December 31, 1998, assuming the maximum
5.75% sales charge has been assessed.
ONE YEAR SINCE INCEPTION[*]
Class A 27.48% 123.18%
Class B 29.20% 130.37%
Class C 33.37% 134.15%
Class I N/A N/A
The following table summarizes the calculation of Cumulative Total
Return for the periods indicated through December 31, 1998, assuming the maximum
5.75% sales charge has not been assessed.
ONE YEAR SINCE INCEPTION[*]
Class A 35.26% 136.79%
Class B 34.20% 133.37%
Class C 34.37% 134.15%
Class I N/A N/A
- ---------------------------
[*] The inception date for the Fund (Class A, Class B, Class C and I
shares) was July 22, 1996.
IVY INTERNATIONAL FUND II
The following table summarizes the calculation of Cumulative Total
Return for the periods indicated through December 31, 1998, assuming the maximum
5.75% sales charge has been assessed.
ONE YEAR SINCE INCEPTION [*]
Class A 0.50% (9.84)%
Class B 0.84% (9.35)%
Class C 4.79% (5.62)%
Class I N/A N/A
The following table summarizes the calculation of Cumulative Total
Return for the periods indicated through December 31, 1998, assuming the maximum
5.75% sales charge has not been assessed.
ONE YEAR SINCE INCEPTION [*]
Class A 6.63% (4.34)%
Class B 5.84% (5.58)%
Class C 5.79% (5.62)%
Class I N/A N/A
- ---------------------------
[*] The inception date for the Fund (Class A, Class B, Class C and Class I
shares) was May 13, 1997.
IVY INTERNATIONAL SMALL COMPANIES FUND
The following table summarizes the calculation of Cumulative Total
Return for the periods indicated through December 31, 1998, assuming the maximum
5.75% sales charge has been assessed.
ONE YEAR SINCE INCEPTION [*]
Class A (0.81)% (13.23)%
Class B (0.54)% (12.95)%
Class C 3.55% (9.19)%
Class I N/A N/A
The following table summarizes the calculation of Cumulative Total
Return for the periods indicated through December 31, 1998, assuming the maximum
5.75% sales charge has not been assessed.
ONE YEAR SINCE INCEPTION [*]
Class A 5.24% (7.94)%
Class B (4.46)% (9.32)%
Class C 4.55% (9.19)%
Class I N/A N/A
- ---------------------------
[*] The inception date for the Fund (Class A, Class B, Class C and
Class I shares) was January 1, 1997.
IVY PAN-EUROPE FUND
The following table summarizes the calculation of Cumulative Total
Return for the periods indicated through December 31, 1998, assuming the maximum
5.75% sales charge has been assessed.
ONE YEAR SINCE INCEPTION[*]
Class A (0.59)% 6.16%
Class B (0.98)% 7.55%
Class C N/A 2.38%
The following table summarizes the calculation of Cumulative Total
Return for the periods indicated through December 31, 1998, assuming the maximum
5.75% sales charge has not been assessed.
ONE YEAR SINCE INCEPTION[*]
Class A 6.72% 12.64%
Class B 5.98% 11.55%
Class C N/A 2.38%
- ---------------------------
[*] The inception date for the Ivy Pan-Europe Fund (Class A and
Class B shares) was May 13, 1997. Class C shares were first
offered on January 29, 1998.
OTHER QUOTATIONS, COMPARISONS AND GENERAL INFORMATION. The foregoing
computation methods are prescribed for advertising and other communications
subject to SEC Rule 482. Communications not subject to this rule may contain a
number of different measures of performance, computation methods and
assumptions, including but not limited to: historical total returns; results of
actual or hypothetical investments; changes in dividends, distributions or share
values; or any graphic illustration of such data. These data may cover any
period of the Trust's existence and may or may not include the impact of sales
charges, taxes or other factors.
Performance quotations for each Fund will vary from time to time
depending on market conditions, the composition of that Fund's portfolio and
operating expenses of that Fund. These factors and possible differences in the
methods used in calculating performance quotations should be considered when
comparing performance information regarding a Fund's shares with information
published for other investment companies and other investment vehicles.
Performance quotations should also be considered relative to changes in the
value of each Fund's shares and the risks associated with each Fund's investment
objectives and policies. At any time in the future, performance quotations may
be higher or lower than past performance quotations and there can be no
assurance that any historical performance quotation will continue in the future.
Each Fund may also cite endorsements or use for comparison its
performance rankings and listings reported in such newspapers or business or
consumer publications as, among others: AAII Journal, Barron's, Boston Business
Journal, Boston Globe, Boston Herald, Business Week, Consumer's Digest, Consumer
Guide Publications, Changing Times, Financial Planning, Financial World, Forbes,
Fortune, Growth Fund Guide, Houston Post, Institutional Investor, International
Fund Monitor, Investor's Daily, Los Angeles Times, Medical Economics, Miami
Herald, Money Mutual Fund Forecaster, Mutual Fund Letter, Mutual Fund Source
Book, Mutual Fund Values, National Underwriter, Nelson's Directory of Investment
Managers, New York Times, Newsweek, No Load Fund Investor, No Load Fund* X,
Oakland Tribune, Pension World, Pensions and Investment Age, Personal Investor,
Rugg and Steele, Time, U.S. News and World Report, USA Today, The Wall Street
Journal, and Washington Post.
FINANCIAL STATEMENTS
Each Fund's (except Ivy European Opportunities Fund) Portfolio of
Investments as of December 31, 1998, Statement of Assets and Liabilities as of
December 31, 1998, Statement of Operations for the fiscal year ended December
31, 1998, Statement of Changes in Net Assets for the fiscal year ended December
31, 1998, Financial Highlights, Notes to Financial Statements, and Report of
Independent Accountants, which are included in each Fund's December 31, 1998
Annual Report to shareholders, are incorporated by reference into this SAI. Ivy
European Opportunities Fund's Statement of Assets and Liabilities as of April
28, 1999 and the notes thereto are attached hereto as Appendix B.
<PAGE>
APPENDIX A
DESCRIPTION OF STANDARD & POOR'S RATINGS GROUP ("S&P") AND
MOODY'S INVESTORS SERVICE, INC. ("MOODY'S") CORPORATE
BOND AND COMMERCIAL PAPER RATINGS
[From "Moody's Bond Record," November 1994 Issue (Moody's Investors Service, New
York, 1994), and "Standard & Poor's Municipal Ratings Handbook," October 1997
Issue (McGraw Hill, New York, 1997).]
MOODY'S:
(a) CORPORATE BONDS. Bonds rated Aaa by Moody's are judged by Moody's
to be of the best quality, carrying the smallest degree of investment risk.
Interest payments are protected by a large or exceptionally stable margin and
principal is secure. While the various protective elements are likely to change,
such changes as can be visualized are most unlikely to impair the fundamentally
strong position of such issues. Bonds rated Aa are judged by Moody's to be of
high quality by all standards. Aa bonds are rated lower than Aaa bonds because
margins of protection may not be as large as those of Aaa bonds, or fluctuations
of protective elements may be of greater amplitude, or there may be other
elements present which make the long-term risks appear somewhat larger than
those applicable to Aaa securities. Bonds which are rated A by Moody's possess
many favorable investment attributes and are to be considered as upper
medium-grade obligations. Factors giving security to principal and interest are
considered adequate, but elements may be present which suggest a susceptibility
to impairment sometime in the future. Bonds rated Baa by Moody's are considered
medium-grade obligations (i.e., they are neither highly protected nor poorly
secured). Interest payments and principal security appear adequate for the
present, but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds lack
outstanding investment characteristics and in fact have speculative
characteristics as well. Bonds which are rated Ba are judged to have speculative
elements; their future cannot be considered well-assured. Often the protection
of interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class. Bonds which are rated B generally
lack characteristics of the desirable investment. Assurance of interest and
principal payments of or maintenance of other terms of the contract over any
long period of time may be small. Bonds which are rated Caa are of poor
standing. Such issues may be in default or there may be present elements of
danger with respect to principal or interest. Bonds which are rated Ca represent
obligations which are speculative in a high degree. Such issues are often in
default or have other marked shortcomings. Bonds which are rated C are the
lowest rated class of bonds and issues so rated can be regarded as having
extremely poor prospects of ever attaining any real investment standing.
(b) COMMERCIAL PAPER. The Prime rating is the highest commercial paper
rating assigned by Moody's. Among the factors considered by Moody's in assigning
ratings are the following: (1) evaluation of the management of the issuer; (2)
economic evaluation of the issuer's industry or industries and an appraisal of
speculative-type risks which may be inherent in certain areas; (3) evaluation of
the issuer's products in relation to competition and customer acceptance; (4)
liquidity; (5) amount and quality of long-term debt; (6) trend of earnings over
a period of ten years; (7) financial strength of a parent company and the
relationships which exist with the issuer; and (8) recognition by management of
obligations which may be present or may arise as a result of public interest
questions and preparations to meet such obligations. Issuers within this Prime
category may be given ratings 1, 2 or 3, depending on the relative strengths of
these factors. The designation of Prime-1 indicates the highest quality
repayment capacity of the rated issue. Issuers rated Prime-2 are deemed to have
a strong ability for repayment while issuers voted Prime-3 are deemed to have an
acceptable ability for repayment. Issuers rated Not Prime do not fall within any
of the Prime rating categories.
S&P:
(a) CORPORATE BONDS. An S&P corporate debt rating is a current
assessment of the creditworthiness of an obligor with respect to a specific
obligation. The ratings are based on current information furnished by the issuer
or obtained by S&P from other sources it considers reliable. The ratings
described below may be modified by the addition of a plus or minus sign to show
relative standing within the major rating categories.
Debt rated AAA has the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong. Debt rated AA is judged by S&P
to have a very strong capacity to pay interest and repay principal and differs
from the highest rated issues only in small degree. Debt rated A by S&P has a
strong capacity to pay interest and repay principal, although it is somewhat
more susceptible to the adverse effects of changes in circumstances and economic
conditions than debt in higher rated categories.
Debt rated BBB by S&P is regarded by S&P as having an adequate capacity
to pay interest and repay principal. Although such bonds normally exhibit
adequate protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay interest and
repay principal than debt in higher rated categories.
Debt rated BB, B, CCC, CC and C is regarded as having predominately
speculative characteristics with respect to capacity to pay interest and repay
principal. BB indicates the least degree of speculation and C the highest. While
such debt will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or exposures to adverse conditions. Debt
rated BB has less near-term vulnerability to default than other speculative
issues. However, it faces major ongoing uncertainties or exposure to adverse
business, financial or economic conditions which could lead to inadequate
capacity to meet timely interest and principal payments. The BB rating category
is also used for debt subordinated to senior debt that is assigned an actual or
implied BBB- rating. Debt rated B has a greater vulnerability to default but
currently has the capacity to meet interest payments and principal repayments.
Adverse business, financial, or economic conditions will likely impair capacity
or willingness to pay interest and repay principal. The B rating category is
also used for debt subordinated to senior debt that is assigned an actual or
implied BB or BB- rating. Debt rated CCC has a currently identifiable
vulnerability to default, and is dependent upon favorable business, financial,
and economic conditions to meet timely payment of interest and repayment of
principal. In the event of adverse business, financial or economic conditions,
it is not likely to have the capacity to pay interest and repay principal. The
CCC rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied B or B- rating. The rating CC typically is applied
to debt subordinated to senior debt which is assigned an actual or implied CCC
debt rating. The rating C typically is applied to debt subordinated to senior
debt which is assigned an actual or implied CCC- debt rating. The C rating may
be used to cover a situation where a bankruptcy petition has been filed, but
debt service payments are continued.
The rating CI is reserved for income bonds on which no interest is
being paid. Debt rated D is in payment default. The D rating category is used
when interest payments or principal payments are not made on the date due, even
if the applicable grace period has not expired, unless S&P believes that such
payments will be made during such grace period. The D rating also will be used
upon the filing of a bankruptcy petition if debt service payments are
jeopardized.
(b) COMMERCIAL PAPER. An S&P commercial paper rating is a current
assessment of the likelihood of timely payment of debt considered short-term in
the relevant market.
The commercial paper rating A-1 by S&P indicates that the degree of
safety regarding timely payment is strong. Those issues determined to possess
extremely strong safety characteristics are denoted with a plus sign (+)
designation. For commercial paper with an A-2 rating, the capacity for timely
payment on issues is satisfactory, but not as high as for issues designated A-1.
Issues rated A-3 have adequate capacity for timely payment, but are more
vulnerable to the adverse effects of changes in circumstances than obligations
carrying higher designations.
Issues rated B are regarded as having only speculative capacity for
timely payment. The C rating is assigned to short-term debt obligations with a
doubtful capacity for payment. Debt rated D is in payment default. The D rating
category is used when interest payments or principal payments are not made on
the date due, even if the applicable grace period has not expired, unless S&P
believes such payments will be made during such grace period.
<PAGE>
APPENDIX B
STATEMENT OF ASSETS AND LIABILITIES
AS OF APRIL 28, 1999
AND REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
IVY EUROPEAN OPPORTUNITIES FUND
STATEMENT OF ASSETS AND LIABILITIES
APRIL 28, 1999
ASSETS
Cash................................................ $ 500,040
Prepaid offering cost............................... 16,500
Prepaid blue sky fees............................... 43,000
Total Assets.................................. 559,540
--------------
LIABILITIES
Due to affiliate......................................... 59,500
-------------
NET ASSETS..................................................... $ 500,040
=========
CLASS A:
Net asset value and redemption price per share
($10.00 / 1 share outstanding)......................... $ 10.00
=========
Maximum offering price per share
($10.00 x 100 / 94.25)*................................ $ 10.61
=========
CLASS B:
Net asset value, offering price and redemption price** per share
($10.00 / 1 share outstanding)....................... $ 10.00
=========
CLASS C:
Net asset value, offering price and redemption price*** per share
($10.00 / 1 share outstanding)......................... $ 10.00
=========
CLASS I:
Net asset value, offering price and redemption price per share
($10.00 / 1 share outstanding)......................... $ 10.00
=========
ADVISOR CLASS:
Net asset value, offering price and redemption price per share
($500,000.00 / 50,000 shares outstanding)................ $ 10.00
=========
NET ASSETS CONSISTS OF:
Capital paid-in $ 500,040
=========
* On sales of more than $100,000 the offering price is reduced.
** Redemption price per share is equal to the net asset value per share
less any applicable contingent deferred sales charge, up to a maximum
of 5%.
*** Redemption price per share is equal to the net asset value per share
less any applicable contingent deferred sales charge, up to a maximum
of 1%.
The accompanying notes are an integral part of the financial statement.
IVY EUROPEAN OPPORTUNITIES FUND
NOTES TO STATEMENT OF ASSETS AND LIABILITIES
APRIL 28, 1999
1. ORGANIZATION: Ivy European Opportunities Fund is a diversified series of
shares of Ivy Fund. The shares of beneficial interest are assigned no par value
and an unlimited number of shares of Class A, Class B, Class C, Class I and
Advisor Class are authorized. Ivy Fund was organized as a Massachusetts business
trust under a Declaration of Trust dated December 21, 1983 and is registered
under the Investment Company Act of 1940, as amended, as an open-end management
investment company.
The Fund will commence operations on April 30, 1999. As of the date of this
report, operations have been limited to organizational matters and the issuance
of initial shares to Mackenzie Investment Management Inc. (MIMI).
2. ORGANIZATIONAL COSTS: The Fund incurred organizational expenses of $7,100,
comprised of $2,500 for auditing and $4,600 for legal. The full amount of
organizational expenses were assumed by MIMI and the Fund is not required to
reimburse MIMI.
3. OFFERING COST AND PREPAID BLUE SKY FEES: Offering cost, consisting of legal
fees, and blue sky fees will be amortized over a one year period beginning April
30, 1999, the date the Fund is expected to commence operations. Offering cost
and blue sky fees have been paid by MIMI and will be reimbursed by the Fund.
4. TRANSACTIONS WITH AFFILIATES: Ivy Management, Inc. (IMI), a wholly owned
subsidiary of MIMI, is the Manager and Investment Manager of the Fund. For the
current fiscal year, IMI contractually limits the Fund's total operating
expenses (excluding taxes, 12b-1 fees, brokerage commissions, interest,
litigation and indemnification expenses, and any other extraordinary expenses)
to an annual rate of 1.95% of its average net assets. For each of the following
nine years IMI will ensure that these expenses do not exceed 2.50% of the Fund's
average net assets.
MIMI provides certain administrative, accounting and pricing services for the
Fund.
Ivy Mackenzie Distributors, Inc. (IMDI), a wholly owned subsidiary of MIMI, is
the underwriter and distributor of the Fund's shares, and as such, purchases
shares from the Fund at net asset value to settle orders from investment
dealers.
Ivy Mackenzie Services Corp. (IMSC), a wholly owned subsidiary of MIMI, is the
transfer and shareholder servicing agent for the Fund.
Officers of Ivy Fund are officers and/or employees of MIMI, IMI, IMDI and IMSC.
Such individuals are not compensated by the Fund for services in their capacity
as officers of Ivy Fund. Trustees of Ivy Fund who are not affiliated with MIMI
or IMI receive compensation from the Fund. No such amounts have been incurred as
of April 28, 1999.
<PAGE>
IVY EUROPEAN OPPORTUNITIES FUND
IVY GLOBAL FUND
IVY GLOBAL NATURAL RESOURCES FUND
IVY GLOBAL SCIENCE & TECHNOLOGY FUND
IVY INTERNATIONAL FUND II
IVY INTERNATIONAL SMALL COMPANIES FUND
IVY PAN-EUROPE FUND
series of
IVY FUND
Via Mizner Financial Plaza, Suite 300
700 South Federal Highway
Boca Raton, Florida 33432
STATEMENT OF ADDITIONAL INFORMATION
ADVISOR CLASS SHARES
May 3, 1999
(as supplemented July 9, 1999)
Ivy Fund (the "Trust") is an open-end management investment company
that currently consists of nineteen fully managed portfolios, each of which
(except for Ivy South America Fund and Ivy International Strategic Bond Fund) is
diversified. This Statement of Additional Information ("SAI") relates to the
Advisor Class shares of Ivy European Opportunities Fund, Ivy Global Fund, Ivy
Global Natural Resources Fund, Ivy Global Science & Technology Fund, Ivy
International Fund II, Ivy International Small Companies Fund and Ivy Pan-Europe
Fund (each a "Fund"). The other twelve portfolios of the Trust are described in
separate prospectuses and SAIs.
This SAI is not a prospectus and should be read in conjunction with the
prospectus for the Advisor Class shares of the Funds dated April 30, 1999 (the
"Prospectus"), which may be obtained upon request and without charge from the
Trust at the Distributor's address and telephone number printed below. Advisor
Class shares are only offered to certain investors (see Prospectus). The Funds
also offer Class A, B and C shares (and, in the case of Ivy European
Opportunities Fund, Ivy Global Science & Technology Fund, Ivy International Fund
II, and Ivy International Small Companies Fund, Class I shares), which are
described in a separate prospectus and SAI that may also be obtained without
charge from the Distributor.
INVESTMENT MANAGER
Ivy Management, Inc. ("IMI")
Via Mizner Financial Plaza, Suite 300
700 South Federal Highway
Boca Raton, Florida 33432
Telephone: (800) 777-6472
DISTRIBUTOR
Ivy Mackenzie Distributors, Inc. ("IMDI")
Via Mizner Financial Plaza, Suite 300
700 South Federal Highway
Boca Raton, Florida 33432
Telephone: (800) 456-5111
INVESTMENT ADVISER
(for Ivy Global Natural Resources Fund)
Mackenzie Financial Corporation ("MFC")
150 Bloor Street West
Suite 400
Toronto, Ontario
CANADA M5S3B5
Telephone: (416) 922-5322
<PAGE>
TABLE OF CONTENTS
GENERAL INFORMATION...........................................................1
INVESTMENT OBJECTIVES, STRATEGIES AND RISKS...................................1
IVY EUROPEAN OPPORTUNITIES FUND......................................1
INVESTMENT RESTRICTIONS FOR IVY EUROPEAN OPPORTUNITIES FUND..........3
IVY GLOBAL FUND......................................................5
INVESTMENT RESTRICTIONS FOR IVY GLOBAL FUND..........................6
IVY GLOBAL NATURAL RESOURCES FUND....................................8
INVESTMENT RESTRICTIONS FOR IVY GLOBAL NATURAL RESOURCES FUND........9
IVY GLOBAL SCIENCE & TECHNOLOGY FUND................................11
INVESTMENT RESTRICTIONS FOR IVY GLOBAL SCIENCE & TECHNOLOGY FUND....12
IVY INTERNATIONAL FUND II...........................................14
INVESTMENT RESTRICTIONS FOR.........................................15
IVY INTERNATIONAL SMALL COMPANIES FUND..............................17
INVESTMENT RESTRICTIONS FOR IVY INTERNATIONAL SMALL COMPANIES FUND..18
IVY PAN-EUROPE FUND.................................................20
INVESTMENT RESTRICTIONS FOR IVY PAN-EUROPE FUND.....................22
COMMON STOCKS.......................................................24
CONVERTIBLE SECURITIES..............................................24
SMALL COMPANIES.....................................................25
NATURAL RESOURCES AND PHYSICAL COMMODITIES..........................25
DEBT SECURITIES.....................................................26
IN GENERAL.................................................26
INVESTMENT-GRADE DEBT SECURITIES...........................26
LOW-RATED DEBT SECURITIES..................................26
U.S. GOVERNMENT SECURITIES.................................28
ZERO COUPON BONDS..........................................29
FIRM COMMITMENT AGREEMENTS AND "WHEN-ISSUED" SECURITIES....29
ILLIQUID SECURITIES.................................................29
FOREIGN SECURITIES..................................................30
DEPOSITORY RECEIPTS.................................................31
EMERGING MARKETS....................................................31
FOREIGN SOVEREIGN DEBT OBLIGATIONS.........................33
BRADY BONDS................................................33
FOREIGN CURRENCIES..................................................34
FOREIGN CURRENCY EXCHANGE TRANSACTIONS..............................34
OTHER INVESTMENT COMPANIES..........................................35
REPURCHASE AGREEMENTS...............................................36
BANKING INDUSTRY AND SAVINGS AND LOAN OBLIGATIONS...................36
COMMERCIAL PAPER....................................................36
BORROWING...........................................................36
WARRANTS............................................................37
REAL ESTATE INVESTMENT TRUSTS (REITS)...............................37
OPTIONS TRANSACTIONS................................................37
IN GENERAL.................................................37
WRITING OPTIONS ON INDIVIDUAL SECURITIES...................38
PURCHASING OPTIONS ON INDIVIDUAL SECURITIES................39
RISKS OF OPTIONS TRANSACTIONS..............................39
FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS..................40
IN GENERAL.................................................41
FOREIGN CURRENCY FUTURES CONTRACTS AND RELATED OPTIONS.....42
RISKS ASSOCIATED WITH FUTURES AND RELATED OPTIONS..........43
SECURITIES INDEX FUTURES CONTRACTS..................................44
RISKS OF SECURITIES INDEX FUTURES..........................44
COMBINED TRANSACTIONS......................................46
PORTFOLIO TURNOVER...........................................................46
TRUSTEES AND OFFICERS........................................................46
PERSONAL INVESTMENTS BY EMPLOYEES OF IMI............................60
INVESTMENT ADVISORY AND OTHER SERVICES.......................................60
BUSINESS MANAGEMENT AND INVESTMENT ADVISORY SERVICES................60
DISTRIBUTION SERVICES...............................................63
RULE 18F-3 PLAN............................................63
CUSTODIAN...........................................................64
FUND ACCOUNTING SERVICES............................................64
TRANSFER AGENT AND DIVIDEND PAYING AGENT............................64
ADMINISTRATOR.......................................................65
AUDITORS............................................................65
BROKERAGE ALLOCATION.........................................................65
CAPITALIZATION AND VOTING RIGHTS.............................................67
SPECIAL RIGHTS AND PRIVILEGES................................................68
AUTOMATIC INVESTMENT METHOD.........................................69
EXCHANGE OF SHARES..................................................69
RETIREMENT PLANS....................................................70
INDIVIDUAL RETIREMENT ACCOUNTS.............................70
ROTH IRAS..................................................71
QUALIFIED PLANS............................................72
DEFERRED COMPENSATION FOR PUBLIC SCHOOLS AND CHARITABLE
ORGANIZATIONS ("403(B)(7) ACCOUNT")......................73
SIMPLIFIED EMPLOYEE PENSION ("SEP") IRAS...................73
SIMPLE PLANS...............................................73
SYSTEMATIC WITHDRAWAL PLAN..........................................74
GROUP SYSTEMATIC INVESTMENT PROGRAM.................................74
REDEMPTIONS..................................................................76
NET ASSET VALUE..............................................................77
TAXATION 78
OPTIONS, FUTURES AND FOREIGN CURRENCY FORWARD CONTRACTS.............79
CURRENCY FLUCTUATIONS -- "SECTION 988" GAINS OR LOSSES..............80
INVESTMENT IN PASSIVE FOREIGN INVESTMENT COMPANIES..................81
DEBT SECURITIES ACQUIRED AT A DISCOUNT..............................81
DISTRIBUTIONS.......................................................82
DISPOSITION OF SHARES...............................................83
FOREIGN WITHHOLDING TAXES...........................................83
BACKUP WITHHOLDING..................................................84
PERFORMANCE INFORMATION......................................................85
AVERAGE ANNUAL TOTAL RETURN.........................................85
CUMULATIVE TOTAL RETURN.............................................86
OTHER QUOTATIONS, COMPARISONS AND GENERAL INFORMATION...............87
FINANCIAL STATEMENTS.........................................................88
APPENDIX A...................................................................89
<PAGE>
GENERAL INFORMATION
Each Fund is organized as a separate, diversified portfolio of the
Trust, an open-end management investment company organized as a Massachusetts
business trust on December 21, 1983. Ivy Global Fund commenced operations (Class
A shares) on April 19, 1991. Ivy Global Science & Technology Fund commenced
operations on July 22, 1996. Ivy Global Natural Resources Fund and Ivy
International Small Companies Fund commenced operations on January 1, 1997. Ivy
International Fund II and Ivy Pan-Europe Fund commenced operations on May 13,
1997. Ivy European Opportunities Fund will commence operations (all classes) as
of the date of this SAI. Advisor Class shares of all Funds except Ivy European
Opportunities Fund were first offered on January 1, 1998.
Descriptions in this SAI of a particular investment practice or
technique in which any Fund may engage or a financial instrument which any Fund
may purchase are meant to describe the spectrum of investments that IMI, in its
discretion, might, but is not required to, use in managing each Fund's portfolio
assets. IMI may, in its discretion, at any time employ such practice, technique
or instrument for one or more funds but not for all funds advised by it.
Furthermore, it is possible that certain types of financial instruments or
investment techniques described herein may not be available, permissible,
economically feasible or effective for their intended purposes in some or all
markets, in which case a Fund would not use them. Certain practices, techniques,
or instruments may not be principal activities of a Fund but, to the extent
employed, could from time to time have a material impact on that Fund's
performance.
INVESTMENT OBJECTIVES, STRATEGIES AND RISKS
Each Fund has its own investment objectives and policies, which are
described in the Prospectus under the captions "Summary" and "Additional
Information About Strategies and Risks." Descriptions of each Fund's policies,
strategies and investment restrictions, as well as additional information
regarding the characteristics and risks associated with each Fund's investment
techniques, are set forth below.
Whenever an investment objective, policy or restriction of any Fund
described in this Prospectus or in the SAI states a maximum percentage of assets
that may be invested in a security or other asset, or describes a policy
regarding quality standards, that percentage limitation or standard will, unless
otherwise indicated, apply to that Fund only at the time a transaction takes
place. Thus, if a percentage limitation is adhered to at the time of investment,
a later increase or decrease in the percentage that results from circumstances
not involving any affirmative action by a Fund will not be considered a
violation.
IVY EUROPEAN OPPORTUNITIES FUND
The Fund's investment objective is long-term capital growth by
investing in the securities markets of Europe. The Fund's subadviser, Henderson
Investment Management Limited ("Henderson Investors"), will invest the Fund's
assets in the securities of European companies, including those companies
operating in the emerging markets of Europe and small capitalization companies
operating in the developed markets of Europe. The Fund may also invest in larger
capitalization European companies and European companies which have been subject
to special circumstances, e.g., privatized companies or companies which provide
exceptional value. Although the majority of the Fund's assets will be invested
in equity securities, the Fund may also invest in cash, short-term or long-term
fixed income securities issued by corporations and governments of Europe if
considered appropriate in relation to the then current economic or market
conditions in any country.
The Fund seeks to achieve its investment objective by investing
primarily in the equity securities of companies domiciled or otherwise doing
business (as described below) in European countries. Under normal circumstances,
the Fund will invest at least 65% of its total assets in the equity securities
of "European companies," which include any issuer (a) that is organized under
the laws of a European country; (b) that derives 50% or more of its total
revenues from goods produced or sold, investments made or services performed in
Europe; or (c) for which the principal trading market is in Europe. The equity
securities in which the Fund may invest include common stock, preferred stock
and common stock equivalents such as warrants and convertible debt securities.
The Fund may also invest in sponsored or unsponsored American Depository
Receipts ("ADRs"), European Depository Receipts ("EDRs"), Global Depository
Receipts ("GDRs"), American Depository Shares ("ADSs"), European Depository
Shares ("EDSs") and Global Depository Shares ("GDSs"). The Fund does not expect
to concentrate its investments in any particular industry.
The Fund may invest up to 35% of its net assets in debt securities, but
will not invest more than 20% of its net assets in debt securities rated Ba or
below by Moody's Investors Service, Inc. ("Moody's") or BB or below by Standard
& Poor's Ratings Group ("S&P") or, if unrated, considered by Henderson Investors
to be of comparable quality (commonly referred to as "high yield" or "junk"
bonds). The Fund will not invest in debt securities rated less than C by either
Moody's or S&P. The Fund may purchase Brady Bonds and other sovereign debt of
countries that have restructured or are in the process of restructuring their
sovereign debt. The Fund may also purchase securities on a "when-issued" or firm
commitment basis, engage in foreign currency exchange transactions and enter
into forward foreign currency contracts. In addition, the Fund may invest up to
5% of its net assets in zero coupon bonds.
For temporary defensive purposes or when Henderson Investors believes
that circumstances warrant, the Fund may invest without limit in U.S. Government
securities, investment grade debt securities (i.e., those rated Baa or higher by
Moody's or BBB or higher by S&P or, if unrated, considered by Henderson
Investors to be of comparable quality), warrants, and cash or cash equivalents
such as domestic or foreign bank obligations (including certificates of deposit,
time deposits and bankers' acceptances), short-term notes, repurchase
agreements, and domestic or foreign commercial paper.
The Fund may borrow money for temporary, extraordinary or emergency
purposes, provided that the Fund maintains asset coverage of 300% for all
borrowings. The Fund may also invest up to 10% of its total assets in other
investment companies, and up to 15% of its net assets in illiquid securities.
The Fund may purchase put and call options on securities and stock
indices, provided the premium paid for such options does not exceed 5% of the
Fund's net assets. The Fund may also sell covered put options with respect to up
to 10% of the value of its net assets, and may write covered call options so
long as not more than 25% of the Fund's net assets are subject to being
purchased upon the exercise of the calls.
For hedging purposes only, the Fund may engage in transactions in (and
options on) stock index, interest rate and foreign currency futures contracts,
provided that the Fund's equivalent exposure in such contracts does not exceed
15% of its total assets.
INVESTMENT RESTRICTIONS FOR IVY EUROPEAN OPPORTUNITIES FUND
Ivy European Opportunities Fund's investment objective, as set forth in
the Prospectus under "Investment Objective and Policies," and the investment
restrictions set forth below are fundamental policies of the Fund and may not be
changed with respect to the approval of a majority (as defined in the 1940 Act)
of the outstanding voting shares of the Fund. Under these restrictions, the Fund
may not:
(i) make an investment in securities of companies in any one industry (except
obligations of domestic banks or the U.S. Government, its agencies,
authorities, or instrumentalities) if such investment would cause
investments in such industry to exceed 25% of the market value of the
Fund's total assets at the time of such investment;
(ii) issue senior securities, except as appropriate to evidence indebtedness
which it is permitted to incur, and except to the extent that shares of the
separate classes or series of the Trust may be deemed to be senior
securities; provided that collateral arrangements with respect to
currency-related contracts, futures contracts, options or other permitted
investments, including deposits of initial and variation margin, are not
considered to be the issuance of senior securities for purposes of this
restriction;
(iii)purchase securities of any one issuer (except U.S. Government securities)
if as a result more than 5% of the Fund's total assets would be invested in
such issuer or the Fund would own or hold more than 10% of the outstanding
voting securities of that issuer; provided, however, that up to 25% of the
value of the Fund's total assets may be invested without regard to these
limitations;
(iv) purchase securities on margin, except such short-term credits as are
necessary for the clearance of transactions, but the Fund may make margin
deposits in connection with transactions in options, futures and options on
futures;
(v) make loans, except this restriction shall not prohibit (a) the purchase and
holding of a portion of an issue of publicly distributed debt securities,
(b) the entry into repurchase agreements with banks or broker-dealers, or
(c) the lending of the Fund's portfolio securities in accordance with
applicable guidelines established by the Securities and Exchange Commission
(the "SEC") and any guidelines established by the Trust's Trustees;
(vi) make investments in securities for the purpose of exercising control over
or management of the issuer;
(vii)act as an underwriter of securities, except to the extent that, in
connection with the sale of securities, it may be deemed to be an
underwriter under applicable securities laws;
(viii) borrow money, except for temporary, extraordinary or emergency purposes,
and provided that the Fund maintains asset coverage of 300% for all
borrowings; or
(ix) invest in real estate, real estate mortgage loans, commodities or interests
in oil, gas and/or mineral exploration or development programs (other than
securities of companies that invest in or sponsor such programs), although
(a) the Fund may purchase and sell marketable securities of issuers which
are secured by real estate, (b) the Fund may purchase and sell securities
of issuers which invest or deal in real estate, (c) the Fund may enter into
forward foreign currency contracts as described in the Fund's prospectus,
and (d) the Fund may write or buy puts, calls, straddles or spreads and may
invest in commodity futures contracts and options on futures contracts.
ADDITIONAL RESTRICTIONS
Ivy European Opportunities Fund has adopted the following additional
restrictions, which are not fundamental and which may be changed without
shareholder approval, to the extent permitted by applicable law, regulation or
regulatory policy. Under these restrictions, the Fund may not:
(i) invest more than 15% of its net assets taken at market value at the time of
investment in "illiquid securities." Illiquid securities may include
securities subject to legal or contractual restrictions on resale
(including private placements), repurchase agreements maturing in more than
seven days, certain options traded over the counter that the Fund has
purchased, securities being used to cover certain options that the Fund has
written, securities for which market quotations are not readily available,
or other securities which legally or in the subadviser's opinion, subject
to the Board's supervision, may be deemed illiquid, but shall not include
any instrument that, due to the existence of a trading market or to other
factors, is liquid;
(ii) purchase securities of other investment companies, except in connection
with a merger, consolidation or sale of assets, and except that it may
purchase shares of other investment companies subject to such restrictions
as may be imposed by the Investment Company Act of 1940 and rules
thereunder;
(iii) purchase or sell real estate limited partnership interests;
(iv) sell securities short, except for short sales "against the box"; or
(v) participate on a joint or a joint and several basis in any trading account
in securities. The "bunching" of orders of the Fund and of other accounts
under the investment management of the Fund's subadviser, for the sale or
purchase of portfolio securities shall not be considered participation in a
joint securities trading account.
IVY GLOBAL FUND
Ivy Global Fund seeks long-term capital growth through a flexible
policy of investing in stocks and debt obligations of companies and governments
of any nation. Any income realized will be incidental. Under normal conditions,
the Fund will invest at least 65% of its total assets in the common stock of
companies throughout the world, with at least three different countries (one of
which may be the United States) represented in the Fund's overall portfolio
holdings. Although the Fund generally invests in common stock, it may also
invest in preferred stock, sponsored or unsponsored ADRs, GDRs, ADSs and GDSs,
and investment-grade debt securities (i.e., those rated Baa or higher by Moody's
or BBB or higher by S&P, or if unrated, considered by IMI to be of comparable
quality), including corporate bonds, notes, debentures, convertible bonds and
zero coupon bonds.
The Fund may invest less than 35% of its net assets in debt securities
rated Ba or below by Moody's or BB or below by S&P, or if unrated, considered by
IMI to be of comparable quality (commonly referred to as "high yield" or "junk"
bonds). The Fund will not invest in debt securities rated less than C by either
Moody's or S&P.
The Fund may invest in equity real estate investment trusts, warrants,
and securities issued on a "when-issued" or firm commitment basis, and may
engage in foreign currency exchange transactions and enter into forward foreign
currency contracts. The Fund may also invest up to 10% of its total assets in
other investment companies and up to 15% of its net assets in illiquid
securities. The Fund may not, as a matter of fundamental policy, invest more
than 5% of its total assets in restricted securities.
For temporary defensive purposes and during periods when IMI believes
that circumstances warrant, Ivy Global Fund may invest without limit in U.S.
Government securities, obligations issued by domestic or foreign banks
(including certificates of deposit, time deposits and bankers' acceptances), and
domestic or foreign commercial paper (which, if issued by a corporation, must be
rated Prime-1 by Moody's or A-1 by S&P, or if unrated has been issued by a
company that at the time of investment has an outstanding debt issue rated Aaa
or Aa by Moody's or AAA or AA by S&P). The Fund may also enter into repurchase
agreements, and, for temporary or emergency purposes, may borrow up to 10% of
the value of its total assets from banks.
The Fund may purchase put and call options on stock indices, provided
the premium paid for such options does not exceed 10% of the Fund's net assets.
The Fund may also sell covered put options with respect to up to 50% of the
value of its net assets, and may write covered call options so long as not more
than 20% of the Fund's net assets is subject to being purchased upon the
exercise of the calls. For hedging purposes only, the Fund may engage in
transactions in (and options on) stock index and foreign currency futures
contracts, provided that the Fund's equivalent exposure in such contracts does
not exceed 20% of its total assets.
INVESTMENT RESTRICTIONS FOR IVY GLOBAL FUND
Ivy Global Fund's investment objectives as set forth in the "Summary"
section of the Prospectus, together with the investment restrictions set forth
below, are fundamental policies of the Fund and may not be changed without the
approval of a majority of the outstanding voting shares of the Fund. Under these
restrictions, the Fund may not:
(i) Invest in real estate, real estate mortgage loans, commodities or interests
in oil, gas and/or mineral exploration or development programs, although
(a) the Fund may purchase and sell marketable securities of issuers which
are secured by real estate, (b) the Fund may purchase and sell securities
of issuers which invest or deal in real estate, (c) the Fund may enter into
forward foreign currency contracts as described in the Fund's prospectus,
and (d) the Fund may write or buy puts, calls, straddles or spreads and may
invest in commodity futures contracts and options on futures contracts.
(ii) Purchase securities on margin, except such short-term credits as are
necessary for the clearance of transactions, but the Fund may make margin
deposits in connection with transactions in options, futures and options on
futures;
(iii)Make loans, except that this restriction shall not prohibit (a) the
purchase and holding of a portion of an issue of publicly distributed debt
securities, (b) the entry into repurchase agreements with banks or
broker-dealers, or (c) the lending of the Fund's portfolio securities in
accordance with applicable guidelines established by the Securities and
Exchange Commission ("SEC") and any guidelines established by the Trust's
Trustees;
(iv) Purchase securities of any one issuer (except U.S. Government securities)
if as a result more than 5% of the Fund's total assets would be invested in
such issuer or the Fund would own or hold more than 10% of the outstanding
voting securities of that issuer; provided, however, that up to 25% of the
value of the Fund's total assets may be invested without regard to these
limitations;
(v) Make investments in securities for the purpose of exercising control over
or management of the issuer;
(vi) Participate on a joint or a joint and several basis in any trading account
in securities. The "bunching" of orders of the Fund and of other accounts
under the investment management of the Manager for the sale or purchase of
portfolio securities shall not be considered participation in a joint
securities trading account;
(vii)Borrow amounts in excess of 10% of its total assets, taken at the lower of
cost or market value, and then only from banks as a temporary measure for
extraordinary or emergency purposes. All borrowings will be repaid before
any additional investments are made;
(viii) Purchase the securities of issuers conducting their principal business
activities in the same industry if immediately after such purchase the
value of the Fund's investments in such industry would exceed 25% of the
value of the total assets of the Fund;
(ix) Act as an underwriter of securities, except to the extent that, in
connection with the sale of securities, it may be deemed to be an
underwriter under applicable securities laws;
(x) Purchase any security if, as a result, the Fund would then have more than
5% of its total assets (taken at current value) invested in securities
restricted as to disposition under the Federal securities laws;
(xi) Issue senior securities, except insofar as the Fund may be deemed to have
issued a senior security in connection with any repurchase agreement or any
permitted borrowing; or
(xii)Purchase securities of another investment company, except in connection
with a merger, consolidation, reorganization or acquisition of assets, and
except that the Fund may invest in securities of other investment companies
subject to the restrictions in Section 12(d)(1) of the Investment Company
Act of 1940 (the "1940").
ADDITIONAL RESTRICTIONS
Ivy Global Fund has adopted the following additional restrictions,
which are not fundamental and which may be changed without shareholder approval,
to the extent permitted by applicable law, regulation or regulatory policy.
Under these restrictions, the Fund may not:
(i) purchase or sell real estate limited partnership interests; or
(ii) purchase or sell interest in oil, gal or mineral leases (other
than securities of companies that invest in or sponsor such
programs).
IVY GLOBAL NATURAL RESOURCES FUND
Ivy Global Natural Resources Fund's investment objective is long-term
growth. Any income realized will be incidental. Under normal conditions, the
Fund invests at least 65% of its total assets in the equity securities of
companies throughout the world that own, explore or develop natural resources
and other basic commodities, or supply goods and services to such companies.
Under this investment policy, at least three different countries (one of which
may be the United States) will be represented in the Fund's overall portfolio
holdings. "Natural resources" generally include precious metals (such as gold,
silver and platinum), ferrous and nonferrous metals (such as iron, aluminum and
copper), strategic metals (such as uranium and titanium), coal, oil, natural
gases, timber, undeveloped real property and agricultural commodities. Although
the Fund generally invests in common stock, it may also invest in preferred
stock, securities convertible into common stock and sponsored or unsponsored
ADRs, GDRs, ADSs and GDSs. The Fund may also invest directly in precious metals
and other physical commodities. In selecting the Fund's investments, MFC will
seek to identify securities of companies that, in MFC's opinion, appear to be
undervalued relative to the value of the companies' natural resource holdings.
MFC believes that certain political and economic changes in the global
environment in recent years have had and will continue to have a profound effect
on global supply and demand of natural resources, and that rising demand from
developing markets and new sources of supply should create attractive investment
opportunities. In selecting the Fund's investments, MFC will seek to identify
securities of companies that, in MFC's opinion, appear to be undervalued
relative to the value of the companies' natural resource holdings.
For temporary defensive purposes, Ivy Global Natural Resources Fund may
invest without limit in cash or cash equivalents, such as bank obligations
(including certificates of deposit and bankers' acceptances), commercial paper,
short-term notes and repurchase agreements. For temporary or emergency purposes,
the Fund may borrow up to one-third of the value of its total assets from banks,
but may not purchase securities at anytime during which the value of the Fund's
outstanding loans exceeds 10% of the value of the Fund's total assets. The Fund
may engage in foreign currency exchange transactions and enter into forward
foreign currency contracts. The Fund may also invest up to 10% of its total
assets in other investment companies and up to 15% of its net assets in illiquid
securities.
For hedging purposes only, the Fund may engage in transactions in (and
options on) foreign currency futures contracts, provided that the Fund's
equivalent exposure in such contracts does not exceed 15% of its total assets.
INVESTMENT RESTRICTIONS FOR IVY GLOBAL NATURAL RESOURCES FUND
Ivy Global Natural Resources Fund's investment objectives as set forth
in the "Summary" section of the Prospectus, together with the investment
restrictions set forth below, are fundamental policies of the Fund and may not
be changed without the approval of a majority of the outstanding voting shares
of the Fund. Under these restrictions, the Fund may not:
(i) make an investment in securities of companies in any one industry (except
obligations of domestic banks or the U.S. Government, its agencies,
authorities, or instrumentalities) if such investment would cause
investments in such industry to exceed 25% of the market value of the
Fund's total assets at the time of such investment;
(ii) issue senior securities, except as appropriate to evidence indebtedness
which it is permitted to incur, and except to the extent that shares of the
separate classes or series of the Trust may be deemed to be senior
securities; provided that collateral arrangements with respect to
currency-related contracts, futures contracts, options or other permitted
investments, including deposits of initial and variation margin, are not
considered to be the issuance of senior securities for purposes of this
restriction;
(iii)purchase securities of any one issuer (except U.S. Government securities)
if as a result more than 5% of the Fund's total assets would be invested in
such issuer or the Fund would own or hold more than 10% of the outstanding
voting securities of that issuer; provided, however, that up to 25% of the
value of the Fund's total assets may be invested without regard to these
limitations;
(iv) purchase securities on margin, except such short-term credits as are
necessary for the clearance of transactions, but the Fund may make margin
deposits in connection with transactions in options, futures and options on
futures;
(v) make loans, except this restriction shall not prohibit (a) the purchase and
holding of a portion of an issue of publicly distributed debt securities,
(b) the entry into repurchase agreements with banks or broker-dealers, or
(c) the lending of the Fund's portfolio securities in accordance with
applicable guidelines established by the Securities and Exchange Commission
(the "SEC") and any guidelines established by the Trust's Trustees;
(vi) make investments in securities for the purpose of exercising control over
or management of the issuer;
(vii)act as an underwriter of securities, except to the extent that, in
connection with the sale of securities, it may be deemed to be an
underwriter under applicable securities laws;
(viii) borrow money, except as a temporary measure for extraordinary or
emergency purposes, and provided that the Fund maintains asset coverage of
300% for all borrowings;
(ix) lend any funds or other assets, except that this restriction shall not
prohibit (a) the entry into repurchase agreements, (b) the purchase of
publicly distributed bonds, debentures and other securities of a similar
type, or privately placed municipal or corporate bonds, debentures and
other securities of a type customarily purchased by institutional investors
or publicly traded in the securities markets, or (c) the lending of
portfolio securities (provided that the loan is secured continuously by
collateral consisting of U.S. Government securities or cash or cash
equivalents maintained on a daily market-to market basis in an amount at
least equal to the market value of the securities loaned); or
(x) invest in real estate, real estate mortgage loans, commodities or
interests in oil, gas and/ mineral exploration or development programs,
although (a) the Fund may purchase and sell marketable securities of
issuers which are secured by real estate, (b) the Fund may purchase and
sell securities of issuers which invest or deal in real estate, (c) the
Fund may enter into forward foreign currency contracts as described in the
Fund's prospectus, (d) the Fund may write or buy puts, calls, straddles or
spreads and may invest in commodity futures contracts and options on
futures contracts, and (e) the Fund may invest in physical commodities as
described in the Fund's Prospectus and elsewhere in this SAI.
Under the 1940 Act, the Fund is permitted, subject to its investment
restrictions, to borrow money only from banks. The Trust has no current
intention of borrowing amounts in excess of 5% of the Fund's assets. The Fund
will continue to interpret fundamental investment restriction (x) above to
prohibit investment in real estate limited partnership interests; this
restriction shall not, however, prohibit investment in readily marketable
securities of companies that invest in real estate or interests therein,
including real estate investment trusts.
ADDITIONAL RESTRICTIONS
Ivy Global Natural Resources Fund has adopted the following additional
restrictions, which are not fundamental and which may be changed without
shareholder approval, to the extent permitted by applicable law, regulation or
regulatory policy. Under these restrictions, the Fund may not:
(i) invest more than 15% of its net assets taken at market value at the time of
investment in "illiquid securities." Illiquid securities may include
securities subject to legal or contractual restrictions on resale
(including private placements), repurchase agreements maturing in more than
seven days, certain options traded over the counter that the Fund has
purchased, securities being used to cover certain options that a fund has
written, securities for which market quotations are not readily available,
or other securities which legally or in IMI's opinion, subject to the
Board's supervision, may be deemed illiquid, but shall not include any
instrument that, due to the existence of a trading market, to the Fund's
compliance with certain conditions intended to provide liquidity, or to
other factors, is liquid;
(ii) purchase securities of other investment companies, except in connection
with a merger, consolidation or sale of assets, and except that it may
purchase shares of other investment companies subject to such restrictions
as my be imposed by the Investment Company Act of 1940 and rules
thereunder;
(iii)purchase or sell interests in oil, gas or mineral leases (other than
securities of companies that invest in or sponsor such programs);
(iv) sell securities short, except for short sales "against the box;" or
(v) participate on a joint or a joint and several basis in any trading account
in securities. The "bunching" of orders of the Fund and of other accounts
under the investment management of the Fund's investment adviser, for the
sale or purchase of portfolio securities shall not be considered
participation in a joint securities trading account.
IVY GLOBAL SCIENCE & TECHNOLOGY FUND
Ivy Global Science & Technology Fund's principal investment objective
is long-term capital growth. Any income realized will be incidental. Under
normal conditions, the Fund will invest at least 65% of its total assets in the
common stock of companies that are expected to benefit from the development,
advancement and use of science and technology. Under this investment policy, at
least three different countries (one of which may be the United States) will be
represented in the Fund's overall portfolio holdings. Industries likely to be
represented in the Fund's portfolio include computers and peripheral products,
software, electronic components and systems, telecommunications, media and
information services, pharmaceuticals, hospital supply and medical devices,
biotechnology, environmental services, chemicals and synthetic materials, and
defense and aerospace. The Fund may also invest in companies that are expected
to benefit indirectly from the commercialization of technological and scientific
advances. In recent years, rapid advances in these industries have stimulated
unprecedented growth. While this is no guarantee of future performance, IMI
believes that these industries offer substantial opportunities for long-term
capital appreciation.
Although the Fund generally invests in common stock, it may also invest
in preferred stock, securities convertible into common stock, sponsored or
unsponsored ADRs, GDRs, ADSs and GDSs and investment-grade debt securities
(i.e., those rated Baa or higher by Moody's or BBB or higher by S&P, or if
unrated, considered by IMI to be of comparable quality), including corporate
bonds, notes, debentures, convertible bonds and zero coupon bonds. The fund may
also invest up to 5% of its net assets in debt securities that are rated Ba or
below by Moody's or BB or below by S&P, or if unrated, are considered by IMI to
be of comparable quality (commonly referred to as "high yield" or "junk" bonds).
The Fund will not invest in debt securities rated less than C by either Moody's
or S&P.
The Fund may invest in warrants, purchase securities on a "when-issued"
or firm commitment basis, engage in foreign currency exchange transactions and
enter into forward foreign currency contracts. The Fund may also invest (i) up
to 10% of its total assets in other investment companies and (ii) up to 15% of
its net assets in illiquid securities.
For temporary defensive purposes and during periods when IMI believes
that circumstances warrant, Ivy Global Science & Technology Fund may invest
without limit in U.S. Government securities, obligations issued by domestic or
foreign banks (including certificates of deposit, time deposits and bankers'
acceptances), and domestic or foreign commercial paper (which, if issued by a
corporation, must be rated Prime-1 by Moody's or A-1 by S&P, or if unrated has
been issued by a company that at the time of investment has an outstanding debt
issue rated Aaa or Aa by Moody's or AAA or AA by S&P). The Fund may also enter
into repurchase agreements, and, for temporary or emergency purposes, may borrow
up to 10% of the value of its total assets from banks.
The Fund may purchase put and call options on stock indices and on
individual securities, provided the premium paid for such options does not
exceed 10% of the value of the Fund's net assets. The Fund may also sell covered
put options with respect to up to 50% of the value of its net assets, and may
write covered call options so long as not more than 20% of the Fund's net assets
is subject to being purchased upon the exercise of the calls. For hedging
purposes only, the Fund may engage in transactions in (and options on) stock
index and foreign currency futures contracts, provided that the Fund's
equivalent exposure in such contracts does not exceed 20% of the value of its
total assets.
INVESTMENT RESTRICTIONS FOR IVY GLOBAL SCIENCE & TECHNOLOGY FUND
Ivy Global Science & Technology Fund's investment objective, as set
forth in the "Summary" section of the Prospectus, and the investment
restrictions set forth below are fundamental policies of the Fund and may not be
changed without the approval of a majority (as defined in the 1940 Act) of the
Fund's outstanding voting shares. Under these restrictions, the Fund may not:
(i) borrow money, except as a temporary measure for extraordinary or emergency
purposes, and provided that the Fund maintains asset coverage of 300% for
all borrowings;
(ii) purchase securities on margin;
(iii) sell securities short, except for short sales "against the box";
(iv) lend any funds or other assets, except that this restriction shall not
prohibit (a) the entry into repurchase agreements, (b) the purchase of
publicly distributed bonds, debentures and other securities of a similar
type, or privately placed municipal or corporate bonds, debentures and
other securities of a type customarily purchased by institutional investors
or publicly traded in the securities markets, or (c) the lending of
portfolio securities (provided that the loan is secured continuously by
collateral consisting of U.S. Government securities or cash or cash
equivalents maintained on a daily marked-to-market basis in an amount at
least equal to the market value of the securities loaned;
(v) participate in an underwriting or selling group in connection with the
public distribution of securities, except for its own capital stock, and
except to the extent that, in connection with the disposition of portfolio
securities, it may be deemed to be an underwriter under the Federal
securities laws;
(vi) purchase from or sell to any of its officers or trustees, or firms of which
any of them are members or which they control, any securities (other than
capital stock of the Fund), but such persons or firms may act as brokers
for the Fund for customary commissions to the extent permitted by the 1940
Act;
(vii)purchase or sell real estate or commodities and commodity contracts,
provided however, that the Fund may purchase securities secured by real
estate or interests therein, or securities issued by companies that invest
in real estate or interests therein, and except that, subject to the
policies and restrictions set forth in the Prospectus and elsewhere in this
SAI, (i) the Fund may enter into futures contracts, and options thereon,
and (ii) the Fund may enter into forward foreign currency contracts and
currency futures contracts, and options thereon;
(viii) make an investment in securities of companies in any one industry (except
obligations of domestic banks or the U.S. Government, its agencies,
authorities, or instrumentalities) if such investment would cause
investments in such industry to exceed 25% of the market value of the
Fund's total assets at the time of such investment;
(ix) issue senior securities, except as appropriate to evidence indebtedness
which it is permitted to incur, and except to the extent that shares of the
separate classes or series of the Trust may be deemed to be senior
securities; provided that collateral arrangements with respect to
currency-related contracts, futures contracts, options or other permitted
investments, including deposits of initial and variation margin, are not
considered to be the issuance of senior securities for purposes of this
restriction; or
(x) purchase securities of any one issuer (except U.S. Government securities)
if as a result more than 5% of the Fund's total assets would be invested in
such issuer or the Fund would owner hold more than 10% of the outstanding
voting securities of that issuer; provided, however, that up to 25% of the
value of the Fund's total assets may be invested without regard to these
limitations.
Under the 1940 Act, the Fund is permitted, subject to the above
investment restrictions, to borrow money only from banks. The Trust has no
current intention of borrowing amounts in excess of 5% of the Fund's assets. The
Fund will continue to interpret fundamental investment restriction (vii) to
prohibit investment in real estate limited partnership interests; this
restriction shall not, however, prohibit investment readily marketable
securities of companies that invest in real estate or interests therein,
including real estate investment trusts.
ADDITIONAL RESTRICTIONS
Ivy Global Science & Technology Fund has adopted the following
additional restrictions, which are not fundamental and which may be changed
without shareholder approval to the extent permitted by applicable law,
regulation or regulatory policy. Under these restrictions, the Fund may not:
(i) invest in oil, gas or other mineral leases or exploration or development
programs;
(ii) invest in companies for the purpose of exercising control management;
(iii)invest more than 5% of its total assets in warrants, valued at the lower
of cost or market, or more than 2% of its total assets in warrants, so
valued, which are not listed on either the New York or American Stock
Exchanges;
(iv) invest more than 15% of its net assets taken at market value at the time of
investment in "illiquid securities." Illiquid securities may include
securities subject to legal or contractual restrictions on resale
(including private placements), repurchase agreements maturing in more than
seven days, certain options traded over the counter that the Fund has
purchased, securities being used to cover certain options that a Fund has
written, securities for which market quotations are not readily available,
or other securities which legally or in IMI's opinion, subject to the
Board's supervision, may be deemed illiquid, but shall not include any
instrument that, due to the existence of a trading market, to the Fund's
compliance with certain conditions intended to provide liquidity, or to
other factors, is liquid.
IVY INTERNATIONAL FUND II
Ivy International Fund II's principal objective is long-term capital
growth primarily through investment in equity securities. Consideration of
current income is secondary to this principal objective. It is anticipated that
at least 65% of the Fund's total assets will be invested in common stocks (and
securities convertible into common stocks) principally traded in European,
Pacific Basin and Latin American markets. Under this investment policy, at least
three different countries (other than the United States) will be represented in
the Fund's overall portfolio holdings. For temporary defensive purposes, the
Fund may also invest in equity securities principally traded in U.S. markets.
IMI, the Fund's investment manager, invests the Fund's assets in a variety of
economic sectors, industry segments and individual securities in order to reduce
the effects of price volatility in any one area and to enable shareholders to
participate in markets that do not necessarily move in concert with U.S.
markets. IMI seeks to identify rapidly expanding foreign economies, and then
searches out growing industries and corporations, focusing on companies with
established records. Individual securities are selected based on value
indicators, such as a low price-earnings ratio, and are reviewed for fundamental
financial strength. Companies in which investments are made will generally have
at least $1 billion in capitalization and a solid history of operations.
When economic or market conditions warrants, the Fund may invest
without limit in U.S. Government securities, investment-grade debt securities
(i.e., those rated Baa or higher by Moody's or BBB or higher by S&P, or if
unrated, considered by IMI to be of comparable quality), preferred stocks,
sponsored or unsponsored ADRs, GDRs, ADSs and GDSs, warrants, or cash or cash
equivalents such as bank obligations (including certificates of deposit and
bankers' acceptances), commercial paper, short-term notes and repurchase
agreements. For temporary or emergency purposes, the Fund may borrow up to 10%
of the value of its total assets from banks. The Fund may also purchase
securities on a "when-issued" or firm commitment basis, and may engage in
foreign currency exchange transactions and enter into forward foreign currency
contracts. The Fund may also invest up to 10% of its total assets in other
investment companies and up to 15% of its net assets in illiquid securities.
The Fund may purchase put and call options on securities and stock
indices, provided the premium paid for such options does not exceed 5% of the
Fund's net assets. The Fund may also sell covered put options with respect to up
to 10% of the value of its net assets, and may write covered call options so
long as not more than 25% of the Fund's net assets is subject to being purchased
upon the exercise of the calls. For hedging purposes only, the Fund may engage
in transactions in (and options on) stock index and foreign currency futures
contracts, provided that the Fund's equivalent exposure in such contracts does
not exceed 15% of its total assets.
INVESTMENT RESTRICTIONS FOR
IVY INTERNATIONAL FUND II
Ivy International Fund II's investment objectives as set forth in the
"Summary" section of the Prospectus, together with the investment restrictions
set forth below, are fundamental policies of the Fund and may not be changed
without the approval of a majority of the outstanding voting shares of the Fund.
Under these restrictions, the Fund may not:
(i) make an investment in securities of companies in any one industry (except
obligation of domestic banks or the U.S. Government, its agencies,
authorities, or instrumentalities) if such investment would cause
investments in such industry to exceed 25% of the market value of the
Fund's total assets at the time of such investment;
(ii) issue senior securities, except as appropriate to evidence indebtedness
which it is permitted to incur, and except to the extent that shares of the
separate classes or series of the Trust may be deemed to be senior
securities; provided that collateral arrangements with respect to
currency-related contracts, futures contracts, options or other permitted
investments, including deposits of initial and variation margin, are not
considered to be the issuance of senior securities for purposes of this
restriction;
(iii)participate in an underwriting or selling group in connection with the
public distribution of securities except for its own capital stock;
(iv) purchase from or sell to any of its officers or trustees, or firms of which
any of them are members or which they control, any securities (other than
capital stock of the Fund), but such persons or firms may act as brokers
for the Fund for customary commissions to the extent permitted by the
Investment Company Act of 1940;
(v) purchase securities on margin, except such short-term credits as are
necessary for the clearance of transactions, but the Fund may make margin
deposits in connection with transactions in options, futures and options on
futures;
(vi) make loans, except this restriction shall not prohibit (a) the purchase and
holding of a portion of an issue of publicly distributed debt securities,
(b) the entry into repurchase agreements with banks or broker-dealers, or
(c) the lending of the Fund's portfolio securities in accordance with
applicable guidelines established by the Securities and Exchange Commission
(the "SEC") and any guidelines established by the Trust's Trustees;
(vii)borrow money, except as a temporary measure for extraordinary or emergency
purposes, and provided that the Fund maintains assets coverage of 300% for
all borrowings;
(viii) invest more than 5% of the value of its total assets in the securities of
any one issuer (except obligations of domestic banks or the U.S.
Government, its agencies, authorities and instrumentalities);
(ix) purchase the securities of any other open-end investment company, except as
part of a plan of merger or consolidations; or
(x) purchase or sell real estate or commodities and commodity contracts.
Ivy International Fund II will continue to interpret fundamental
investment restriction (x) above to prohibit investment in real estate limited
partnership interests; this restriction shall not, however, prohibit investment
in readily marketable securities of companies that invest in real estate or
interests therein, including real estate investment trusts.
Under the Investment Company Act of 1940, the Fund is permitted,
subject to its investment restrictions, to borrow money only from banks. The
Trust has no current intention of borrowing amounts in excess of 5% of the
Fund's assets.
ADDITIONAL RESTRICTIONS
Ivy International Fund II has adopted the following additional
restrictions, which are not fundamental and which may be changed without
shareholder approval, to the extent permitted by applicable law, regulation or
regulatory policy.
Under these restrictions, the Fund may not:
(i) invest in oil, gas or other mineral leases or exploration or development
programs;
(ii) invest in companies for the purpose of exercising control of management;
(iii)invest more than 5% of its total assets in warrants, valued at the lower
of cost or market, or more than 2% of its total assets in warrants, so
valued, which are not listed on either the New York or American Stock
Exchanges; or
(iv) sell securities short, except for short sales, "against the box."
IVY INTERNATIONAL SMALL COMPANIES FUND
Ivy International Small Companies Fund's principal investment objective
is long-term growth primarily through investment in foreign equity securities.
Consideration of current income is secondary to this principal objective. Under
normal circumstances the Fund invests at least 65% of its total assets in common
and preferred stocks (and securities convertible into common stocks) of foreign
issuers having total market capitalization of less than $1 billion. Under this
investment policy, at least three different countries (other than the United
States) will be represented in the Fund's overall portfolio holdings. For
temporary defensive purposes, the Fund may also invest in equity securities
principally traded in the United States. The Fund will invest its assets in a
variety of economic sectors, industry segments and individual securities in
order to reduce the effects of price volatility in any area and to enable
shareholders to participate in markets that do not necessarily move in concert
with the U.S. market. The factors that IMI considers in determining the
appropriate distribution of investments among various countries and regions
include prospects for relative economic growth, expected levels of inflation,
government policies influencing business conditions and the outlook for currency
relationships.
In selecting the Fund's investments, IMI will seek to identify
securities that are attractively priced relative to their intrinsic value. The
intrinsic value of a particular security is analyzed by reference to
characteristics such as relative price-earnings ratio, dividend yield and other
relevant factors (such as applicable financial, tax, social and political
conditions).
When economic or market conditions warrant, the Fund may invest without
limit in U.S. Government securities, investment-grade debt securities, zero
coupon bonds, preferred stocks, warrants, or cash or cash equivalents such as
bank obligations (including certificates of deposit and bankers' acceptances),
commercial paper, short-term notes and repurchase agreements. The Fund may also
invest up to 5% of its net assets in debt securities rated Ba or below by
Moody's or BB or below by S&P, or if unrated, are considered by IMI to be of
comparable quality (commonly referred to as "high yield" or "junk" bonds). The
Fund will not invest in debt securities rated less than C by either Moody's or
S&P.
For temporary or emergency purposes, Ivy International Small Companies
Fund may borrow up to one-third of the value of its total assets from banks, but
may not purchase securities at any time during which the value of the Fund's
outstanding loans exceeds 10% of the value of the Fund's assets. The Fund may
engage in foreign currency exchange transactions and enter into forward foreign
currency contracts. The Fund may also invest (i) up to 10% of its total assets
in other investment companies and (ii) up to 15% of its net assets in illiquid
securities.
The Fund may purchase put and call options on securities and stock
indices, provided the premium paid for such options does not exceed 5% of the
Fund's net assets. The Fund may also sell covered put options with respect to up
to 10% of the value of its net assets, and may write covered call options so
long as not more than 25% of the Fund's net assets is subject to being purchased
upon the exercise of the calls. For hedging purposes only, the Fund may engage
in transactions in stock index and foreign currency futures contracts, provided
that the Fund's equivalent exposure in such contracts does not exceed 15% of its
total assets.
INVESTMENT RESTRICTIONS FOR IVY INTERNATIONAL SMALL COMPANIES FUND
Ivy International Small Companies Fund's investment objectives as set
forth in the "Summary" section of the Prospectus, together with the investment
restrictions set forth below, are fundamental policies of the Fund and may not
be changed without the approval of a majority of the outstanding voting shares
of the Fund. Under these restrictions, the Fund may not:
(i) Invest in real estate, real estate mortgage loans, commodities or interests
in oil, gas and/or mineral exploration or development programs, although
(a) the Fund may purchase and sell marketable securities of issuers which
are secured by real estate, (b) the Fund may purchase and sell securities
of issuers which invest or deal in real estate, (c) the Fund may enter into
forward foreign currency contracts as described in the Fund's prospectus,
and (d) the Fund may write or buy puts, calls, straddles or spreads and may
invest in commodity futures contracts and options on futures contracts;
(ii) Make investments in securities for the purpose of exercising control over
or management of the issuer;
(iii)Purchase securities on margin, except such short-term credits as are
necessary for the clearance of transactions, but the Fund may make margin
deposits in connection with transactions in options, futures and options on
futures;
(iv) Make loans, except that this restriction shall not prohibit (a) the
purchase and holding of a portion of an issue of publicly distributed debt
securities, (b) the entry into repurchase agreements with banks or
broker-dealers, or (c) the lending of portfolio securities in accordance
with applicable guidelines established by the Securities and Exchange
Commission ("SEC") and any guidelines established by the Trust's Trustees;
(v) Borrow money, except as a temporary measure for extraordinary or emergency
purposes, and provided that the Fund maintains asset coverage of 300% for
all borrowings;
(vi) Lend any funds or other assets, except that this restriction shall not
prohibit (a) the entry into repurchase agreements, (b) the purchase of
publicly distributed bonds, debentures and other securities of a similar
type, or privately placed municipal or corporate bonds, debentures and
other securities of a type customarily purchased by institutional investors
or publicly traded in the securities markets, or (c) the lending of
portfolio securities (provided that the loan is secured continuously by
collateral consisting of U.S. Government securities or cash or cash
equivalents maintained on a daily marked-to-market basis in an amount at
least equal to the market value of the securities loaned);
(vii)Purchase securities of any one issuer (except U.S. Government securities)
if as a result more than 5% of the Fund's total assets would be invested in
such issuer or the Fund would own or hold more than 10% of the outstanding
voting securities of that issuer; provided, however, that up to 25% of the
value of the Fund's total assets may be invested without regard to these
limitations;
(viii) Make an investment in securities of companies in any one industry (except
obligations of domestic banks or the U.S. Government, its agencies,
authorities, or instrumentalities), if such investment would cause
investments in such industry to exceed 25% of the market value of the
Fund's total assets at the time of such investment;
(ix) Act as an underwriter of securities, except to the extent that, in
connection with the sale of securities, it may be deemed to be an
underwriter under applicable securities laws; or
(x) Issue senior securities, except as appropriate to evidence indebtedness
which it is permitted to incur, and except to the extent that shares of the
separate classes or series of the Trust may be deemed to be senior
securities; provided that collateral arrangements with respect to
currency-related contracts, futures contracts, options or other permitted
investments, including deposits of initial and variation margin, are not
considered to be the issuance of senior securities for purposes of this
restriction.
<PAGE>
ADDITIONAL RESTRICTIONS
Ivy International Small Companies Fund has adopted the following
additional restrictions, which are not fundamental and which may be changed
without shareholder approval, to the extent permitted by applicable law,
regulation or regulatory policy.
Under these restrictions, the Fund may not:
(i) purchase or sell real estate limited partnership interests;
(ii) purchase or sell interests in oil, gas and mineral leases (other than
securities of companies that invest in or sponsor such programs);
(iii)invest more than 15% of its net assets taken at market value at the time
of the investment in "illiquid securities;" illiquid securities may include
securities subject to legal or contractual restrictions on resale
(including private placements), repurchase agreements maturing in more than
seven days, certain options traded over the counter that the Fund has
purchased, securities being used to cover certain options that the Fund has
written, securities for which market quotations are not readily available,
or other securities which legally or in IMI's opinion, subject to the
Board's supervision, may be deemed illiquid, but shall not include any
instrument that, due to the existence of a trading market, to the Fund's
compliance with certain conditions intended to provide liquidity, or to
other factors, is liquid;
(iv) purchase securities of other investment companies, except in connection
with a merger, consolidation or sale of assets, and except that the Fund
may purchase shares of other investment companies subject to such
restrictions as may be imposed by the Investment Company Act of 1940 (the
"1940 Act") and rules thereunder;
(v) sell securities short, except for short sales "against the box;" or
(vi) participate on a joint or a joint and several basis in any trading account
in securities. The "bunching" of orders of the Fund and of other accounts
under the investment management of the Fund's investment adviser, for the
sale or purchase of portfolio securities shall not be considered
participation in a joint securities trading account.
IVY PAN-EUROPE FUND
Ivy Pan-Europe Fund's principal investment objective is long-term
capital growth. Consideration of current income is secondary to this principal
objective. The Fund seeks to achieve its investment objective by investing
primarily in the equity securities of companies domiciled or otherwise doing
business (as described below) in European countries. Under normal circumstances,
the Fund will invest at least 65% of its total assets in the equity securities
of "European companies," which include any issuer (a) that is organized under
the laws of a European country; (b) that derives 50% or more of its total
revenues from goods produced or sold investments made or services performed in
Europe; or (c) for which the principal trading market is in Europe. The Fund may
also invest up to 35% of its total assets in the equity securities of issuers
domiciled outside of Europe. The equity securities in which the Fund may invest
include common stock, preferred stock and common stock equivalents such as
warrants and convertible debt securities. The Fund may also invest in sponsored
or unsponsored ADRs, European Depository Receipts ("EDRs"), GDRs, ADSs, European
Depository Shares ("EDSs") and GDSs. The Fund does not expect to concentrate its
investments in any particular industry.
The Fund may invest up to 35% of its net assets in debt securities, but
will not invest more than 20% of its net assets in debt securities rated Ba or
below by Moody's or BB or below by S&P, or if unrated, considered by IMI to be
of comparable quality (commonly referred to as "high yield" or "junk" bonds).
The Fund will not invest in debt securities rated less than C by either Moody's
or S&P. The Fund may also purchase securities on a "when issued" or firm
commitment basis, engage in foreign currency exchange transactions and enter
into forward foreign currency contracts. In addition, the Fund may invest up to
5% of its net assets in zero coupon bonds.
For temporary defensive purposes or when IMI believes that
circumstances warrant, the Fund may invest without limit in U.S. Government
securities, investment-grade debt securities (i.e., those rated Baa or higher by
Moody's or BBB or higher by S&P, or if unrated, considered by IMI to be of
comparable quality), warrants, and cash or cash equivalents such as domestic or
foreign bank obligations (including certificates of deposit, time deposits and
bankers' acceptances), short-term notes, repurchase agreements, and domestic or
foreign commercial paper (which, if issued by a corporation, must be rated
Prime-1 by Moody's or A-1 by S&P, or if unrated has been issued by a company
that at the time of investment has an outstanding debt issue rated Aaa or Aa by
Moody's or AAA or AA by S&P).
For temporary or emergency purposes, Ivy Pan-Europe Fund may borrow up
to one-third of its total assets from banks, but may not purchase securities at
any time during which the value of the Fund's outstanding loans exceeds 10% of
the value of the Fund's total assets. The Fund may also invest (i) up to 10% of
its total assets in other investment companies, and (ii) up to 15% of its net
assets in illiquid securities.
The Fund may purchase put and call options on securities and stock
indices, provided the premium paid for such options does not exceed 5% of the
Fund's net assets. The Fund may also sell covered put options with respect to up
to 10% of the value of its net assets, and may write covered call options so
long as not more than 25% of the Fund's net assets is subject to being purchased
upon the exercise of the calls. For hedging purposes only, the Fund may engage
in transactions in (and options on) stock index and foreign currency futures
contracts, provided that the Fund's equivalent exposure in such contracts does
not exceed 15% of its total assets.
INVESTMENT RESTRICTIONS FOR IVY PAN-EUROPE FUND
Ivy Pan-Europe Fund's investment objectives as set forth in the
"Summary" section of the Prospectus, together with the investment restrictions
set forth below, are fundamental policies of the Fund and may not be changed
without the approval of a majority of the outstanding voting shares of the Fund.
Under these restrictions, the Fund may not:
(i) Invest in real estate, real estate mortgage loans, commodities or interests
in oil, gas and/or mineral exploration or development programs, although
(a) the Fund may purchase and sell marketable securities of issuers which
are secured by real estate, (b) the Fund may purchase and sell securities
of issuers which invest or deal in real estate, (c) the Fund may enter into
forward foreign currency contracts as described in the Fund's prospectus,
and (d) the Fund may write or buy puts, calls, straddles or spreads and may
invest in commodity futures contracts and options on futures contracts.
(ii) Make investments in securities for the purpose of exercising control over
or management of the issuer;
(iii)Purchase securities on margin, except such short-term credits as are
necessary for the clearance of transactions, but the Fund may make margin
deposits in connection with transactions in options, futures and options on
futures;
(iv) Make loans, except that this restriction shall not prohibit (a) the
purchase and holding of a portion of an issue of publicly distributed debt
securities, (b) the entry into repurchase agreements with banks or
broker-dealers, or (c) the lending of portfolio securities in accordance
with applicable guidelines established by the Securities and Exchange
Commission ("SEC") and any guidelines established by the Trust's Trustees;
(v) Borrow money, except as a temporary measure for extraordinary or emergency
purposes, and provided that the Fund maintains asset coverage of 300% for
all borrowings;
(vi) Purchase securities of any one issuer (except U.S. Government securities)
if as a result more than 5% of the Fund's total assets would be invested in
such issuer or the Fund would own or hold more than 10% of the outstanding
voting securities of that issuer; provided, however, that up to 25% of the
value of the Fund's total assets may be invested without regard to these
limitations;
(vii)Make an investment in securities of companies in any one industry (except
obligations of domestic banks or the U.S. Government, its agencies,
authorities, or instrumentalities), if such investment would cause
investments in such industry to exceed 25% of the market value of the
Fund's total assets at the time of such investment;
(viii) Act as an underwriter of securities, except to the extent that, in
connection with the sale of securities, it may be deemed to be an
underwriter under applicable securities laws; or
(ix) Issue senior securities, except as appropriate to evidence indebtedness
which it is permitted to incur, and except to the extent that shares of the
separate classes or series of the Trust may be deemed to be senior
securities; provided that collateral arrangements with respect to
currency-related contracts, futures contracts, options or other permitted
investments, including deposits of initial and variation margin, are not
considered to be the issuance of senior securities for purposes of this
restriction.
ADDITIONAL RESTRICTIONS
Ivy Pan-Europe Fund has adopted the following additional restrictions,
which are not fundamental and which may be changed without shareholder approval,
to the extent permitted by applicable law, regulation or regulatory policy.
Under these restrictions, the Fund may not:
(i) purchase or sell real estate limited partnership interests;
(ii) purchase or sell interests in oil, gas and mineral leases (other than
securities of companies that invest in or sponsor such programs);
(iii)invest more than 15% of its net assets taken at market value at the time
of the investment in "illiquid securities." Illiquid securities may include
securities subject to legal or contractual restrictions on resale
(including private placements), repurchase agreements maturing in more than
seven days, certain options traded over the counter that the Fund has
purchased, securities being used to cover certain options that the Fund has
written, securities for which market quotations are not readily available,
or other securities which legally or in IMI's opinion, subject to the
Board's supervision, may be deemed illiquid, but shall not include any
instrument that, due to the existence of a trading market, to the Fund's
compliance with certain conditions intended to provide liquidity, or to
other factors, is liquid;
(iv) purchase securities of other investment companies, except in connection
with a merger, consolidation or sale of assets, and except that it may
purchase shares of other investment companies subject to such restrictions
as may be imposed by the Investment Company Act of 1940 and rules
thereunder;
(v) sell securities short, except for short sales "against the box;" or
(vi) participate on a joint or a joint and several basis in any trading account
in securities. The "bunching" of orders of the Fund and of other accounts
under the investment management of the Fund's Investment Manager, for the
sale or purchase of portfolio securities shall not be considered
participation in a joint securities trading account.
COMMON STOCKS
Common stock can be issued by companies to raise cash; all common stock
shares represent a proportionate ownership interest in a company. As a result,
the value of common stock rises and falls with a company's success or failure.
The market value of common stock can fluctuate significantly, with smaller
companies being particularly susceptible to price swings. Transaction costs in
smaller company stocks may also be higher than those of larger companies.
CONVERTIBLE SECURITIES
The convertible securities in which each Fund may invest include
corporate bonds, notes, debentures, preferred stock and other securities that
may be converted or exchanged at a stated or determinable exchange ratio into
underlying shares of common stock. Investments in convertible securities can
provide income through interest and dividend payments as well as an opportunity
for capital appreciation by virtue of their conversion or exchange features.
Because convertible securities can be converted into equity securities, their
values will normally vary in some proportion with those of the underlying equity
securities. Convertible securities usually provide a higher yield than the
underlying equity, however, so that the price decline of a convertible security
may sometimes be less substantial than that of the underlying equity security.
The exchange ratio for any particular convertible security may be adjusted from
time to time due to stock splits, dividends, spin-offs, other corporate
distributions or scheduled changes in the exchange ratio. Convertible debt
securities and convertible preferred stocks, until converted, have general
characteristics similar to both debt and equity securities. Although to a lesser
extent than with debt securities generally, the market value of convertible
securities tends to decline as interest rates increase and, conversely, tends to
increase as interest rates decline. In addition, because of the conversion or
exchange feature, the market value of convertible securities typically changes
as the market value of the underlying common stock changes, and, therefore, also
tends to follow movements in the general market for equity securities. When the
market price of the underlying common stock increases, the price of a
convertible security tends to rise as a reflection of the value of the
underlying common stock, although typically not as much as the price of the
underlying common stock. While no securities investments are without risk,
investments in convertible securities generally entail less risk than
investments in common stock of the same issuer.
As debt securities, convertible securities are investments that provide
for a stream of income. Like all debt securities, there can be no assurance of
income or principal payments because the issuers of the convertible securities
may default on their obligations. Convertible securities generally offer lower
yields than non-convertible securities of similar quality because of their
conversion or exchange features.
Convertible securities generally are subordinated to other similar but
non-convertible securities of the same issuer, although convertible bonds, as
corporate debt obligations, are senior in right of payment to all equity
securities, and convertible preferred stock is senior to common stock, of the
same issuer. However, convertible bonds and convertible preferred stock
typically have lower coupon rates than similar non-convertible securities.
Convertible securities may be issued as fixed income obligations that pay
current income.
SMALL COMPANIES
Investing in smaller company stocks involves certain special
considerations and risks that are not usually associated with investing in
larger, more established companies. For example, the securities of small or new
companies may be subject to more abrupt or erratic market movements because they
tend to be thinly traded and are subject to a greater degree to changes in the
issuer's earnings and prospects. Small companies also tend to have limited
product lines, markets or financial resources. Transaction costs in smaller
company stocks also may be higher than those of larger companies.
NATURAL RESOURCES AND PHYSICAL COMMODITIES
Since Ivy Global Natural Resources Fund normally invests a substantial
portion of its assets in securities of companies engaged in natural resources
activities, that Fund may be subject to greater risks and market fluctuations
than funds with more diversified portfolios. The value of the Fund's securities
will fluctuate in response to market conditions generally, and will be
particularly sensitive to the markets for those natural resources in which a
particular issuer is involved. The values of natural resources may also
fluctuate directly with respect to real and perceived inflationary trends and
various political developments. In selecting the Fund's portfolio of
investments, MFC will consider each company's ability to create new products,
secure any necessary regulatory approvals, and generate sufficient customer
demand. A company's failure to perform well in any one of these areas, however,
could cause its stock to decline sharply.
Natural resource industries throughout the world may be subject to
greater political, environmental and other governmental regulation than many
other industries. Changes in governmental policies and the need for regulatory
approvals may have an adverse effect on the products and services of natural
resources companies. For example, the exploration, development and distribution
of coal, oil and gas in the United States are subject to significant Federal and
state regulation, which may affect rates of return on such investments and the
kinds of services that may be offered to companies in those industries. In
addition, many natural resource companies have been subject to significant costs
associated with compliance with environmental and other safety regulations. Such
regulations may also hamper the development of new technologies. The direction,
type or effect of any future regulations affecting natural resource industries
are virtually impossible to predict.
Ivy Global Natural Resources Fund's investments in precious metals
(such as gold) and other physical commodities are considered speculative and
subject to special risk considerations, including substantial price fluctuations
over short periods of time. On the other hand, investments in precious metals
coins or bullion could help to moderate fluctuations in the value of the Fund's
portfolio, since the prices of precious metals have at times tended not to
fluctuate as widely as shares of issuers engaged in the mining of precious
metals. Because precious metals and other commodities do not generate investment
income, however, the return on such investments will be derived solely from the
appreciation and depreciation on such investments. The Fund may also incur
storage and other costs relating to its investments in precious metals and other
commodities, which may, under certain circumstances, exceed custodial and
brokerage costs associated with investments in other types of securities. When
the Fund purchases a precious metal, MFC currently intends that it will only be
in a form that is readily marketable. Under current U.S. tax law, the Fund may
not receive more than 10% of its yearly income from gains resulting from selling
precious metals or any other physical commodity. Accordingly, the Fund may be
required to hold its precious metals or sell them at a loss, or to sell its
portfolio securities at a gain, when for investment reasons it would not
otherwise do so.
DEBT SECURITIES
IN GENERAL Investment in debt securities involves both interest rate
and credit risk. Generally, the value of debt instruments rises and falls
inversely with fluctuations in interest rates. As interest rates decline, the
value of debt securities generally increases. Conversely, rising interest rates
tend to cause the value of debt securities to decrease. Bonds with longer
maturities generally are more volatile than bonds with shorter maturities. The
market value of debt securities also varies according to the relative financial
condition of the issuer. In general, lower-quality bonds offer higher yields due
to the increased risk that the issuer will be unable to meet its obligations on
interest or principal payments at the time called for by the debt instrument.
INVESTMENT-GRADE DEBT SECURITIES. Bonds rated Aaa by Moody's Investors
Service, Inc. ("Moody's") and AAA by Standard & Poor's Ratings Group ("S&P") are
judged to be of the best quality (i.e., capacity to pay interest and repay
principal is extremely strong). Bonds rated Aa/AA are considered to be of high
quality (i.e., capacity to pay interest and repay principal is very strong and
differs from the highest rated issues only to a small degree). Bonds rated A are
viewed as having many favorable investment attributes, but elements may be
present that suggest a susceptibility to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.
Bonds rated Baa/BBB (considered by Moody's to be "medium grade" obligations) are
considered to have an adequate capacity to pay interest and repay principal, but
certain protective elements may be lacking (i.e., such bonds lack outstanding
investment characteristics and have some speculative characteristics). Each Fund
may invest in debt securities that are given an investment-grade rating by
Moody's or S&P, and may also invest in unrated debt securities that are
considered by IMI to be of comparable quality.
LOW-RATED DEBT SECURITIES. Securities rated lower than Baa by Moody's
or BBB by S&P, and comparable unrated securities (commonly referred to as "high
yield" or "junk" bonds), including many emerging markets bonds, are considered
to be predominantly speculative with respect to the issuer's continuing ability
to meet principal and interest payments. The lower the ratings of corporate debt
securities, the more their risks render them like equity securities. Such
securities carry a high degree of risk (including the possibility of default or
bankruptcy of the issuers of such securities), and generally involve greater
volatility of price and risk of principal and income (and may be less liquid)
than securities in the higher rating categories. (See Appendix A for a more
complete description of the ratings assigned by Moody's and S&P and their
respective characteristics.)
Lower rated and unrated securities are especially subject to adverse
changes in general economic conditions and to changes in the financial condition
of their issuers. Economic downturns may disrupt the high yield market and
impair the ability of issuers to repay principal and interest. Also, an increase
in interest rates would likely have an adverse impact on the value of such
obligations. During an economic downturn or period of rising interest rates,
highly leveraged issuers may experience financial stress which could adversely
affect their ability to service their principal and interest payment
obligations. Prices and yields of high yield securities will fluctuate over time
and, during periods of economic uncertainty, volatility of high yield securities
may adversely affect a Fund's net asset value. In addition, investments in high
yield zero coupon or pay-in-kind bonds, rather than income-bearing high yield
securities, may be more speculative and may be subject to greater fluctuations
in value due to changes in interest rates.
Changes in interest rates may have a less direct or dominant impact on
high yield bonds than on higher quality issues of similar maturities. However,
the price of high yield bonds can change significantly or suddenly due to a host
of factors including changes in interest rates, fundamental credit quality,
market psychology, government regulations, U.S. economic growth and, at times,
stock market activity. High yield bonds may contain redemption or call
provisions. If an issuer exercises these provisions in a declining interest rate
market, a Fund may have to replace the security with a lower yielding security.
The trading market for high yield securities may be thin to the extent
that there is no established retail secondary market or because of a decline in
the value of such securities. A thin trading market may limit the ability of
each Fund to accurately value high yield securities in the Fund's portfolio,
could adversely affect the price at which a Fund could sell such securities, and
cause large fluctuations in the daily net asset value of a Fund's shares.
Adverse publicity and investor perceptions, whether or not based on fundamental
analysis, may decrease the value and liquidity of low-rated debt securities,
especially in a thinly traded market. When secondary markets for high yield
securities become relatively less liquid, it may be more difficult to value the
securities, requiring additional research and elements of judgment. These
securities may also involve special registration responsibilities, liabilities
and costs, and liquidity and valuation difficulties.
Credit quality in the high yield securities market can change suddenly
and unexpectedly, and even recently issued credit ratings may not fully reflect
the actual risks posed by a particular high yield security. For these reasons,
it is the policy of IMI not to rely exclusively on ratings issued by established
credit rating agencies, but to supplement such ratings with its own independent
and on-going review of credit quality. The achievement of each Fund's investment
objectives by investment in such securities may be more dependent on IMI's
credit analysis than is the case for higher quality bonds. Should the rating of
a portfolio security be downgraded, IMI will determine whether it is in the best
interest of each Fund to retain or dispose of such security. However, should any
individual bond held by any Fund be downgraded below a rating of C, IMI
currently intends to dispose of such bond based on then existing market
conditions.
Prices for high yield securities may be affected by legislative and
regulatory developments. For example, Federal rules require savings and loan
institutions to gradually reduce their holdings of this type of security. Also,
Congress has from time to time considered legislation that would restrict or
eliminate the corporate tax deduction for interest payments in these securities
and regulate corporate restructurings. Such legislation may significantly
depress the prices of outstanding securities of this type.
U.S. GOVERNMENT SECURITIES. U.S. Government securities are obligations of,
or guaranteed by, the U.S. Government, its agencies or instrumentalities.
Securities guaranteed by the U.S. Government include: (1) direct obligations of
the U.S. Treasury (such as Treasury bills, notes, and bonds) and (2) Federal
agency obligations guaranteed as to principal and interest by the U.S. Treasury
(such as GNMA certificates, which are mortgage-backed securities). When such
securities are held to maturity, the payment of principal and interest is
unconditionally guaranteed by the U.S. Government, and thus they are of the
highest possible credit quality. U.S. Government securities that are not held to
maturity are subject to variations in market value due to fluctuations in
interest rates.
Mortgage-backed securities are securities representing part ownership
of a pool of mortgage loans. For example, GNMA certificates are such securities
in which the timely payment of principal and interest is guaranteed by the full
faith and credit of the U.S. Government. Although the mortgage loans in the pool
will have maturities of up to 30 years, the actual average life of the loans
typically will be substantially less because the mortgages will be subject to
principal amortization and may be prepaid prior to maturity. Prepayment rates
vary widely and may be affected by changes in market interest rates. In periods
of falling interest rates, the rate of prepayment tends to increase, thereby
shortening the actual average life of the security. Conversely, rising interest
rates tend to decrease the rate of prepayments, thereby lengthening the actual
average life of the security (and increasing the security's price volatility).
Accordingly, it is not possible to predict accurately the average life of a
particular pool. Reinvestment of prepayment may occur at higher or lower rates
than the original yield on the certificates. Due to the prepayment feature and
the need to reinvest prepayments of principal at current rates, mortgage-backed
securities can be less effective than typical bonds of similar maturities at
"locking in" yields during periods of declining interest rates, and may involve
significantly greater price and yield volatility than traditional debt
securities. Such securities may appreciate or decline in market value during
periods of declining or rising interest rates, respectively.
Securities issued by U.S. Government instrumentalities and certain
Federal agencies are neither direct obligations of nor guaranteed by the U.S.
Treasury; however, they involve Federal sponsorship in one way or another. Some
are backed by specific types of collateral, some are supported by the issuer's
right to borrow from the Treasury, some are supported by the discretionary
authority of the Treasury to purchase certain obligations of the issuer, others
are supported only by the credit of the issuing government agency or
instrumentality. These agencies and instrumentalities include, but are not
limited to, Federal Land Banks, Farmers Home Administration, Central Bank for
Cooperatives, Federal Intermediate Credit Banks, Federal Home Loan Banks,
Federal National Mortgage Association, Federal Home Loan Mortgage Association,
and Student Loan Marketing Association.
ZERO COUPON BONDS. Zero coupon bonds are debt obligations issued
without any requirement for the periodic payment of interest. Zero coupon bonds
are issued at a significant discount from face value. The discount approximates
the total amount of interest the bonds would accrue and compound over the period
until maturity at a rate of interest reflecting the market rate at the time of
issuance. If a Fund holds zero coupon bonds in its portfolio, it would recognize
income currently for Federal income tax purposes in the amount of the unpaid,
accrued interest and generally would be required to distribute dividends
representing such income to shareholders currently, even though funds
representing such income would not have been received by the Fund. Cash to pay
dividends representing unpaid, accrued interest may be obtained from, for
example, sales proceeds of portfolio securities and Fund shares and from loan
proceeds. The potential sale of portfolio securities to pay cash distributions
from income earned on zero coupon bonds may result in a Fund being forced to
sell portfolio securities at a time when it might otherwise choose not to sell
these securities and when the Fund might incur a capital loss on such sales.
Because interest on zero coupon obligations is not distributed to each Fund on a
current basis, but is in effect compounded, the value of the securities of this
type is subject to greater fluctuations in response to changing interest rates
than the value of debt obligations which distribute income regularly.
FIRM COMMITMENT AGREEMENTS AND "WHEN-ISSUED" SECURITIES. New issues of
certain debt securities are often offered on a "when-issued" basis, meaning the
payment obligation and the interest rate are fixed at the time the buyer enters
into the commitment, but delivery and payment for the securities normally take
place after the date of the commitment to purchase. Firm commitment agreements
call for the purchase of securities at an agreed-upon price on a specified
future date. The Fund uses such investment techniques in order to secure what is
considered to be an advantageous price and yield to the Fund and not for
purposes of leveraging the Fund's assets. In either instance, the Fund will
maintain in a segregated account with its Custodian cash or liquid securities
equal (on a daily marked-to-market basis) to the amount of its commitment to
purchase the underlying securities.
ILLIQUID SECURITIES
Each Fund may purchase securities other than in the open market. While
such purchases may often offer attractive opportunities for investment not
otherwise available on the open market, the securities so purchased are often
"restricted securities" or "not readily marketable" (i.e., they cannot be sold
to the public without registration under the Securities Act of 1933, as amended
(the "1933 Act"), or the availability of an exemption from registration (such as
Rule 144A) or because they are subject to other legal or contractual delays in
or restrictions on resale). This investment practice, therefore, could have the
effect of increasing the level of illiquidity of each Fund. It is each Fund's
policy that illiquid securities (including repurchase agreements of more than
seven days duration, certain restricted securities, and other securities which
are not readily marketable) may not constitute, at the time of purchase, more
than 15% of the value of the Fund's net assets. The Trust's Board of Trustees
has approved guidelines for use by IMI in determining whether a security is
illiquid.
Generally speaking, restricted securities may be sold (i) only to
qualified institutional buyers; (ii) in a privately negotiated transaction to a
limited number of purchasers; (iii) in limited quantities after they have been
held for a specified period of time and other conditions are met pursuant to an
exemption from registration; or (iv) in a public offering for which a
registration statement is in effect under the 1933 Act. Issuers of restricted
securities may not be subject to the disclosure and other investor protection
requirements that would be applicable if their securities were publicly traded.
If adverse market conditions were to develop during the period between a Fund's
decision to sell a restricted or illiquid security and the point at which the
Fund is permitted or able to sell such security, the Fund might obtain a price
less favorable than the price that prevailed when it decided to sell. Where a
registration statement is required for the resale of restricted securities, a
Fund may be required to bear all or part of the registration expenses. Each Fund
may be deemed to be an "underwriter" for purposes of the 1933 Act when selling
restricted securities to the public and, in such event, the Fund may be liable
to purchasers of such securities if the registration statement prepared by the
issuer is materially inaccurate or misleading.
Since it is not possible to predict with assurance that the market for
securities eligible for resale under Rule 144A will continue to be liquid, IMI
will monitor such restricted securities subject to the supervision of the Board
of Trustees. Among the factors IMI may consider in reaching liquidity decisions
relating to Rule 144A securities are: (1) the frequency of trades and quotes for
the security; (2) the number of dealers wishing to purchase or sell the security
and the number of other potential purchasers; (3) dealer undertakings to make a
market in the security; and (4) the nature of the security and the nature of the
market for the security (i.e., the time needed to dispose of the security, the
method of soliciting offers, and the mechanics of the transfer).
FOREIGN SECURITIES
The securities of foreign issuers in which each Fund may invest include
non-U.S. dollar-denominated debt securities, Euro dollar securities, sponsored
and unsponsored American Depository Receipts ("ADRs"), Global Depository
Receipts ("GDRs") and related depository instruments, American Depository Shares
("ADSs"), Global Depository Shares ("GDSs"), and debt securities issued, assumed
or guaranteed by foreign governments or political subdivisions or
instrumentalities thereof. Shareholders should consider carefully the
substantial risks involved in investing in securities issued by companies and
governments of foreign nations, which are in addition to the usual risks
inherent in each Fund's domestic investments.
Although IMI intends to invest each Fund's assets only in nations that
are generally considered to have relatively stable and friendly governments,
there is the possibility of expropriation, nationalization, repatriation or
confiscatory taxation, taxation on income earned in a foreign country and other
foreign taxes, foreign exchange controls (which may include suspension of the
ability to transfer currency from a given country), default on foreign
government securities, political or social instability or diplomatic
developments which could affect investments in securities of issuers in those
nations. In addition, in many countries there is less publicly available
information about issuers than is available for U.S. companies. Moreover,
foreign companies are not generally subject to uniform accounting, auditing and
financial reporting standards, and auditing practices and requirements may not
be comparable to those applicable to U.S. companies. In many foreign countries,
there is less governmental supervision and regulation of business and industry
practices, stock exchanges, brokers, and listed companies than in the United
States. Foreign securities transactions may also be subject to higher brokerage
costs than domestic securities transactions. The foreign securities markets of
many of the countries in which each Fund may invest may also be smaller, less
liquid and subject to greater price volatility than those in the United States.
In addition, each Fund may encounter difficulties or be unable to pursue legal
remedies and obtain judgment in foreign courts.
Foreign bond markets have different clearance and settlement procedures
and in certain markets there have been times when settlements have been unable
to keep pace with the volume of securities transactions, making it difficult to
conduct such transactions. Delays in settlement could result in temporary
periods when assets of a Fund are uninvested and no return is earned thereon.
The inability of a Fund to make intended security purchases due to settlement
problems could cause the Fund to miss attractive investment opportunities.
Further, the inability to dispose of portfolio securities due to settlement
problems could result either in losses to a Fund because of subsequent declines
in the value of the portfolio security or, if the Fund has entered into a
contract to sell the security, in possible liability to the purchaser. It may be
more difficult for each Fund's agents to keep currently informed about corporate
actions such as stock dividends or other matters that may affect the prices of
portfolio securities. Communications between the United States and foreign
countries may be less reliable than within the United States, thus increasing
the risk of delayed settlements of portfolio transactions or loss of
certificates for portfolio securities. Moreover, individual foreign economies
may differ favorably or unfavorably from the United States economy in such
respects as growth of gross national product, rate of inflation, capital
reinvestment, resource self-sufficiency and balance of payments position. IMI
seeks to mitigate the risks to each Fund associated with the foregoing
considerations through investment variation and continuous professional
management.
DEPOSITORY RECEIPTS
ADRs, GDRs, ADSs, GDSs and related securities are depository
instruments, the issuance of which is typically administered by a U.S. or
foreign bank or trust company. These instruments evidence ownership of
underlying securities issued by a U.S. or foreign corporation. ADRs are publicly
traded on exchanges or over-the-counter ("OTC") in the United States.
Unsponsored programs are organized independently and without the cooperation of
the issuer of the underlying securities. As a result, information concerning the
issuer may not be as current or as readily available as in the case of sponsored
depository instruments, and their prices may be more volatile than if they were
sponsored by the issuers of the underlying securities.
EMERGING MARKETS
Each Fund could have significant investments in securities traded in
emerging markets. Investors should recognize that investing in such countries
involves special considerations, in addition to those set forth above, that are
not typically associated with investing in United States securities and that may
affect each Fund's performance favorably or unfavorably.
In recent years, many emerging market countries around the world have
undergone political changes that have reduced government's role in economic and
personal affairs and have stimulated investment and growth. Historically, there
is a strong direct correlation between economic growth and stock market returns.
While this is no guarantee of future performance, IMI believes that investment
opportunities (particularly in the energy, environmental services, natural
resources, basic materials, power, telecommunications and transportation
industries) may result within the evolving economies of emerging market
countries from which each Fund and its shareholders will benefit.
Investments in companies domiciled in developing countries may be
subject to potentially higher risks than investments in developed countries.
Such risks include (i) less social, political and economic stability; (ii) a
small market for securities and/or a low or nonexistent volume of trading, which
result in a lack of liquidity and in greater price volatility; (iii) certain
national policies that may restrict each Fund's investment opportunities,
including restrictions on investment in issuers or industries deemed sensitive
to national interests; (iv) foreign taxation; (v) the absence of developed
structures governing private or foreign investment or allowing for judicial
redress for injury to private property; (vi) the absence, until relatively
recently in certain Eastern European countries, of a capital market structure or
market-oriented economy; (vii) the possibility that recent favorable economic
developments in Eastern Europe may be slowed or reversed by unanticipated
political or social events in such countries; and (viii) the possibility that
currency devaluations could adversely affect the value of each Fund's
investments. Further, many emerging markets have experienced and continue to
experience high rates of inflation.
Despite the dissolution of the Soviet Union, the Communist Party may
continue to exercise a significant role in certain Eastern European countries.
To the extent of the Communist Party's influence, investments in such countries
will involve risks of nationalization, expropriation and confiscatory taxation.
The communist governments of a number of Eastern European countries expropriated
large amounts of private property in the past, in many cases without adequate
compensation, and there can be no assurance that such expropriation will not
occur in the future. In the event of such expropriation, each Fund could lose a
substantial portion of any investments it has made in the affected countries.
Further, few (if any) accounting standards exist in Eastern European countries.
Finally, even though certain Eastern European currencies may be convertible into
U.S. dollars, the conversion rates may be artificial in relation to the actual
market values and may be adverse to each Fund's net asset value.
Certain Eastern European countries that do not have well-established
trading markets are characterized by an absence of developed legal structures
governing private and foreign investments and private property. In addition,
certain countries require governmental approval prior to investments by foreign
persons, or limit the amount of investment by foreign persons in a particular
company, or limit the investment of foreign persons to only a specific class of
securities of a company that may have less advantageous terms than securities of
the company available for purchase by nationals.
Authoritarian governments in certain Eastern European countries may
require that a governmental or quasi-governmental authority act as custodian of
each Fund's assets invested in such country. To the extent such governmental or
quasi-governmental authorities do not satisfy the requirements of the Investment
Company Act of 1940, as amended (the "1940 Act"), with respect to the custody of
each Fund's cash and securities, each Fund's investment in such countries may be
limited or may be required to be effected through intermediaries. The risk of
loss through governmental confiscation may be increased in such countries.
FOREIGN SOVEREIGN DEBT OBLIGATIONS
Investment in sovereign debt can involve a high degree of risk. The
governmental entity that controls the repayment of sovereign debt may not be
able or willing to repay the principal and/or interest when due in accordance
with the terms of such debt. A governmental entity's willingness or ability to
repay principal and interest due in a timely manner may be affected by, among
other factors, its cash flow situation, the extent of its foreign reserves, the
availability of sufficient foreign exchange on the date a payment is due, the
relative size of the debt service burden to the economy as a whole, the
governmental entity's policy towards the International Monetary Fund, and the
political constraints to which a governmental entity may be subject.
Governmental entities may also be dependent on expected disbursements from
foreign governments, multilateral agencies and others abroad to reduce principal
and interest arrearages on their debt. The commitment on the part of these
governments, agencies and others to make such disbursements may be conditioned
on a governmental entity's implementation of economic reforms and/or economic
performance and the timely service of such debtor's obligations. Failure to
implement such reforms, achieve such levels of economic performance or repay
principal or interest when due may result in the cancellation of such third
parties' commitments to lend funds to the governmental entity, which may further
impair such debtor's ability or willingness to service its debts in a timely
manner. Consequently, governmental entities may default on their sovereign debt.
Holders of sovereign debt (including Ivy European Opportunities Fund) may be
requested to participate in the rescheduling of such debt and to extend further
loans to governmental entities. There is no bankruptcy proceeding by which
sovereign debt on which governmental entities have defaulted may be collected in
whole or in part.
BRADY BONDS
Ivy European Opportunities Fund may invest in Brady Bonds, which are
securities created through the exchange of existing commercial bank loans to
public and private entities in certain emerging markets for new bonds in
connection with debt restructurings under a debt restructuring plan introduced
by former U.S. Secretary of the Treasury, Nicholas F. Brady (the "Brady Plan").
Brady Plan debt restructurings have been implemented to date in Argentina,
Brazil, Bulgaria, Costa Rica, the Dominican Republic, Ecuador, Jordan, Mexico,
Nigeria, Peru, the Philippines, Poland, Uruguay, and Venezuela.
Brady Bonds have been issued only recently, and for that reason do not
have a long payment history. Brady Bonds may be collateralized or
uncollateralized, are issued in various currencies (but primarily the U.S.
dollar) and are actively traded in over-the-counter secondary markets.
Dollar-denominated, collateralized Brady Bonds, which may be fixed-rate bonds or
floating-rate bonds, are generally collateralized in full as to principal by
U.S. Treasury zero coupon bonds having the same maturity as the cash or
securities in an amount that, in the case of fixed rate bonds, is equal to at
least one year of rolling interest payments or, in the case of floating rate
bonds, initially is equal to at least one year's rolling interest payments based
on the applicable interest rate at that time and is adjusted at regular
intervals thereafter.
Brady Bonds are often viewed as having three or four valuation
components: the collateralized repayment of principal at final maturity; the
collateralized interest payments; the uncollateralized interest payments; and
any uncollateralized repayment of principal at maturity (these uncollateralized
amounts constitute the "residual risk"). In light of the residual risk of Brady
Bonds and the history of defaults of countries issuing Brady Bonds, with respect
to commercial bank loans by public and private entities, investments in Brady
Bonds may be viewed as speculative.
FOREIGN CURRENCIES
Investment in foreign securities usually will involve currencies of
foreign countries. Moreover, each Fund may temporarily hold funds in bank
deposits in foreign currencies during the completion of investment programs and
may purchase forward foreign currency contracts. Because of these factors, the
value of the assets of each Fund as measured in U.S. dollars may be affected
favorably or unfavorably by changes in foreign currency exchange rates and
exchange control regulations, and each Fund may incur costs in connection with
conversions between various currencies. Although each Fund's custodian values
the Fund's assets daily in terms of U.S. dollars, each Fund does not intend to
convert its holdings of foreign currencies into U.S. dollars on a daily basis.
Each Fund will do so from time to time, however, and investors should be aware
of the costs of currency conversion. Although foreign exchange dealers do not
charge a fee for conversion, they do realize a profit based on the difference
(the "spread") between the prices at which they are buying and selling various
currencies. Thus, a dealer may offer to sell a foreign currency to a Fund at one
rate, while offering a lesser rate of exchange should the Fund desire to resell
that currency to the dealer. Each Fund will conduct its foreign currency
exchange transactions either on a spot (i.e., cash) basis at the spot rate
prevailing in the foreign currency exchange market, or through entering into
forward contracts to purchase or sell foreign currencies.
Because each Fund normally will be invested in both U.S. and foreign
securities markets, changes in each Fund's share price may have a low
correlation with movements in U.S. markets. Each Fund's share price will reflect
the movements of the different stock and bond markets in which it is invested
(both U.S. and foreign), and of the currencies in which the investments are
denominated. Thus, the strength or weakness of the U.S. dollar against foreign
currencies may account for part of each Fund's investment performance. U.S. and
foreign securities markets do not always move in step with each other, and the
total returns from different markets may vary significantly. In addition,
significant uncertainty surrounds the proposed introduction of the euro (a
common currency for the European Union) in January 1999 and its effect on the
value of securities denominated in local European currencies. These and other
currencies in which each Fund's assets are denominated may be devalued against
the U.S. dollar, resulting in a loss to each Fund.
FOREIGN CURRENCY EXCHANGE TRANSACTIONS
Each Fund may enter into forward foreign currency contracts in order to
protect against uncertainty in the level of future foreign exchange rates in the
purchase and sale of securities. A forward contract is an obligation to purchase
or sell a specific currency for an agreed price at a future date (usually less
than a year), and typically is individually negotiated and privately traded by
currency traders and their customers. A forward contract generally has no
deposit requirement, and no commissions are charged at any stage for trades.
Although foreign exchange dealers do not charge a fee for commissions, they do
realize a profit based on the difference between the price at which they are
buying and selling various currencies. Although these contracts are intended to
minimize the risk of loss due to a decline in the value of the hedged
currencies, at the same time, they tend to limit any potential gain which might
result should the value of such currencies increase.
While each Fund may enter into forward contracts to reduce currency
exchange risks, changes in currency exchange rates may result in poorer overall
performance for each Fund than if it had not engaged in such transactions.
Moreover, there may be an imperfect correlation between a Fund's portfolio
holdings of securities denominated in a particular currency and forward
contracts entered into by that Fund. An imperfect correlation of this type may
prevent a Fund from achieving the intended hedge or expose the Fund to the risk
of currency exchange loss.
Each Fund may purchase currency forwards and combine such purchases
with sufficient cash or short-term securities to create unleveraged substitutes
for investments in foreign markets when deemed advantageous. Each Fund may also
combine the foregoing with bond futures or interest rate futures contracts to
create the economic equivalent of an unhedged foreign bond position.
Each Fund may also cross-hedge currencies by entering into transactions
to purchase or sell one or more currencies that are expected to decline in value
relative to other currencies to which that Fund has or in which the Fund expects
to have portfolio exposure.
Currency transactions are subject to risks different from those of
other portfolio transactions. Because currency control is of great importance to
the issuing governments and influences economic planning and policy, purchases
and sales of currency and related instruments can be negatively affected by
government exchange controls, blockages, and manipulations or exchange
restrictions imposed by governments. These can result in losses to a Fund if it
is unable to deliver or receive currency or funds in settlement of obligations
and could also cause hedges it has entered into to be rendered useless,
resulting in full currency exposure as well as incurring transactions costs.
Buyers and sellers of currency futures are subject to the same risks that apply
to the use of futures generally. Further, settlement of a currency futures
contract for the purchase of most currencies must occur at a bank based in the
issuing nation. Trading options on currency futures is relatively new, and the
ability to establish and close out positions on such options is subject to the
maintenance of a liquid market which may not always be available. Currency
exchange rates may fluctuate based on factors extrinsic to that country's
economy.
OTHER INVESTMENT COMPANIES
Each Fund may invest up to 10% of its total assets in the shares of
other investment companies. As a shareholder of an investment company, a Fund
would bear its ratable shares of the fund's expenses (which often include an
asset-based management fee). Each Fund could also lose money by investing in
other investment companies, since the value of their respective investments and
the income they generate will vary daily based on prevailing market conditions.
REPURCHASE AGREEMENTS
Repurchase agreements are contracts under which a Fund buys a money
market instrument and obtains a simultaneous commitment from the seller to
repurchase the instrument at a specified time and at an agreed-upon yield. Under
guidelines approved by the Board, each Fund is permitted to enter into
repurchase agreements only if the repurchase agreements are at least fully
collateralized with U.S. Government securities or other securities that IMI has
approved for use as collateral for repurchase agreements and the collateral must
be marked-to-market daily. Each Fund will enter into repurchase agreements only
with banks and broker-dealers deemed to be creditworthy by IMI under the
above-referenced guidelines. In the unlikely event of failure of the executing
bank or broker-dealer, a Fund could experience some delay in obtaining direct
ownership of the underlying collateral and might incur a loss if the value of
the security should decline, as well as costs in disposing of the security.
BANKING INDUSTRY AND SAVINGS AND LOAN OBLIGATIONS
Certificates of deposit are negotiable certificates issued against
funds deposited in a commercial bank for a definite period of time and earning a
specified return. Bankers' acceptances are negotiable drafts or bills of
exchange, normally drawn by an importer or exporter to pay for specific
merchandise, which are "accepted" by a bank (meaning, in effect, that the bank
unconditionally agrees to pay the face value of the instrument at maturity). In
addition to investing in certificates of deposit and bankers' acceptances, each
Fund may invest in time deposits in banks or savings and loan associations. Time
deposits are generally similar to certificates of deposit, but are
uncertificated. Each Fund's investments in certificates of deposit, time
deposits, and bankers' acceptance are limited to obligations of (i) banks having
total assets in excess of $1 billion, (ii) U.S. banks which do not meet the $1
billion asset requirement, if the principal amount of such obligation is fully
insured by the Federal Deposit Insurance Corporation (the "FDIC"), (iii) savings
and loan association which have total assets in excess of $1 billion and which
are members of the FDIC, and (iv) foreign banks if the obligation is, in IMI's
opinion, of an investment quality comparable to other debt securities which may
be purchased by a Fund. Each Fund's investments in certificates of deposit of
savings associations are limited to obligations of Federal and state-chartered
institutions whose total assets exceed $1 billion and whose deposits are insured
by the FDIC.
COMMERCIAL PAPER
Commercial paper represents short-term unsecured promissory notes
issued in bearer form by bank holding companies, corporations and finance
companies. Each Fund may invest in commercial paper that is rated Prime-1 by
Moody's Investors Service, Inc. ("Moody's") or A-1 by Standard & Poor's
Corporation ("S&P") or, if not rated by Moody's or S&P, is issued by companies
having an outstanding debt issue rated Aaa or Aa by Moody's or AAA or AA by S&P.
BORROWING
Borrowing may exaggerate the effect on each Fund's net asset value of
any increase or decrease in the value of the Fund's portfolio securities. Money
borrowed will be subject to interest costs (which may include commitment fees
and/or the cost of maintaining minimum average balances). Although the principal
of each Fund's borrowings will be fixed, each Fund's assets may change in value
during the time a borrowing is outstanding, thus increasing exposure to capital
risk.
WARRANTS
The holder of a warrant has the right, until the warrant expires, to
purchase a given number of shares of a particular issuer at a specified price.
Such investments can provide a greater potential for profit or loss than an
equivalent investment in the underlying security. However, prices of warrants do
not necessarily move in a tandem with the prices of the underlying securities,
and are, therefore, considered speculative investments. Warrants pay no
dividends and confer no rights other than a purchase option. Thus, if a warrant
held by any Fund were not exercised by the date of its expiration, the Fund
would lose the entire purchase price of the warrant.
REAL ESTATE INVESTMENT TRUSTS (REITS)
A REIT is a corporation, trust or association that invests in real
estate mortgages or equities for the benefit of its investors. REITs are
dependent upon management skill, may not be diversified and are subject to the
risks of financing projects. Such entities are also subject to heavy cash flow
dependency, defaults by borrowers, self-liquidation and the possibility of
failing to qualify for tax-free pass-through of income under the Internal
Revenue Code of 1986, as amended (the "Code"), and to maintain exemption from
the Investment Company Act of 1940 (the "1940 Act"). By investing in REITs
indirectly through Ivy Global Fund, a shareholder will bear not only his or her
proportionate share of the expenses of the Fund, but also, indirectly, similar
expenses of the REITs.
OPTIONS TRANSACTIONS
IN GENERAL. A call option is a short-term contract (having a duration
of less than one year) pursuant to which the purchaser, in return for the
premium paid, has the right to buy the security underlying the option at the
specified exercise price at any time during the term of the option. The writer
of the call option, who receives the premium, has the obligation, upon exercise
of the option, to deliver the underlying security against payment of the
exercise price. A put option is a similar contract pursuant to which the
purchaser, in return for the premium paid, has the right to sell the security
underlying the option at the specified exercise price at any time during the
term of the option. The writer of the put option, who receives the premium, has
the obligation, upon exercise of the option, to buy the underlying security at
the exercise price. The premium paid by the purchaser of an option will reflect,
among other things, the relationship of the exercise price to the market price
and volatility of the underlying security, the time remaining to expiration of
the option, supply and demand, and interest rates.
If the writer of a U.S. exchange-traded option wishes to terminate the
obligation, the writer may effect a "closing purchase transaction." This is
accomplished by buying an option of the same series as the option previously
written. The effect of the purchase is that the writer's position will be
canceled by the Options Clearing Corporation. However, a writer may not effect a
closing purchase transaction after it has been notified of the exercise of an
option. Likewise, an investor who is the holder of an option may liquidate his
or her position by effecting a "closing sale transaction." This is accomplished
by selling an option of the same series as the option previously purchased.
There is no guarantee that either a closing purchase or a closing sale
transaction can be effected at any particular time or at any acceptable price.
If any call or put option is not exercised or sold, it will become worthless on
its expiration date. Closing purchase transactions are not available for OTC
transactions. In order to terminate an obligation in an OTC transaction, a Fund
would negotiate directly with the counterparty.
Each Fund will realize a gain (or a loss) on a closing purchase
transaction with respect to a call or a put previously written by that Fund if
the premium, plus commission costs, paid by the Fund to purchase the call or the
put is less (or greater) than the premium, less commission costs, received by
the Fund on the sale of the call or the put. A gain also will be realized if a
call or a put that a Fund has written lapses unexercised, because the Fund would
retain the premium. Any such gains (or losses) are considered short-term capital
gains (or losses) for Federal income tax purposes. Net short-term capital gains,
when distributed by each Fund, are taxable as ordinary income. See "Taxation."
Each Fund will realize a gain (or a loss) on a closing sale transaction
with respect to a call or a put previously purchased by that Fund if the
premium, less commission costs, received by the Fund on the sale of the call or
the put is greater (or less) than the premium, plus commission costs, paid by
the Fund to purchase the call or the put. If a put or a call expires
unexercised, it will become worthless on the expiration date, and the Fund will
realize a loss in the amount of the premium paid, plus commission costs. Any
such gain or loss will be long-term or short-term gain or loss, depending upon
the Fund's holding period for the option.
Exchange-traded options generally have standardized terms and are
issued by a regulated clearing organization (such as the Options Clearing
Corporation), which, in effect, guarantees the completion of every
exchange-traded option transaction. In contrast, the terms of OTC options are
negotiated by each Fund and its counterparty (usually a securities dealer or a
financial institution) with no clearing organization guarantee. When a Fund
purchases an OTC option, it relies on the party from whom it has purchased the
option (the "counterparty") to make delivery of the instrument underlying the
option. If the counterparty fails to do so, the Fund will lose any premium paid
for the option, as well as any expected benefit of the transaction. Accordingly,
IMI will assess the creditworthiness of each counterparty to determine the
likelihood that the terms of the OTC option will be satisfied.
WRITING OPTIONS ON INDIVIDUAL SECURITIES. Each Fund may write (sell)
covered call options on each Fund's securities in an attempt to realize a
greater current return than would be realized on the securities alone. Each Fund
may also write covered call options to hedge a possible stock or bond market
decline (only to the extent of the premium paid to the Fund for the options). In
view of the investment objectives of each Fund, each Fund generally would write
call options only in circumstances where the investment adviser to the Fund does
not anticipate significant appreciation of the underlying security in the near
future or has otherwise determined to dispose of the security.
A "covered" call option means generally that so long as a Fund is
obligated as the writer of a call option, that Fund will (i) own the underlying
securities subject to the option, or (ii) have the right to acquire the
underlying securities through immediate conversion or exchange of convertible
preferred stocks or convertible debt securities owned by the Fund. Although a
Fund receives premium income from these activities, any appreciation realized on
an underlying security will be limited by the terms of the call option. Each
Fund may purchase call options on individual securities only to effect a
"closing purchase transaction."
As the writer of a call option, a Fund receives a premium for
undertaking the obligation to sell the underlying security at a fixed price
during the option period, if the option is exercised. So long as a Fund remains
obligated as a writer of a call option, it forgoes the opportunity to profit
from increases in the market price of the underlying security above the exercise
price of the option, except insofar as the premium represents such a profit (and
retains the risk of loss should the value of the underlying security decline).
PURCHASING OPTIONS ON INDIVIDUAL SECURITIES. Each Fund may purchase a
put option on an underlying security owned by that Fund as a defensive technique
in order to protect against an anticipated decline in the value of the security.
Each Fund, as the holder of the put option, may sell the underlying security at
the exercise price regardless of any decline in its market price. In order for a
put option to be profitable, the market price of the underlying security must
decline sufficiently below the exercise price to cover the premium and
transaction costs that a Fund must pay. These costs will reduce any profit the
Fund might have realized had it sold the underlying security instead of buying
the put option. The premium paid for the put option would reduce any capital
gain otherwise available for distribution when the security is eventually sold.
The purchase of put options will not be used by any Fund for leverage purposes.
Each Fund may also purchase a put option on an underlying security that
it owns and at the same time write a call option on the same security with the
same exercise price and expiration date. Depending on whether the underlying
security appreciates or depreciates in value, the Fund would sell the underlying
security for the exercise price either upon exercise of the call option written
by it or by exercising the put option held by it. A Fund would enter into such
transactions in order to profit from the difference between the premium received
by the Fund for the writing of the call option and the premium paid by the Fund
for the purchase of the put option, thereby increasing the Fund's current
return. Each Fund may write (sell) put options on individual securities only to
effect a "closing sale transaction."
RISKS OF OPTIONS TRANSACTIONS. The purchase and writing of options
involves certain risks. During the option period, the covered call writer has,
in return for the premium on the option, given up the opportunity to profit from
a price increase in the underlying securities above the exercise price, but, as
long as its obligation as a writer continues, has retained the risk of loss
should the price of the underlying security decline. The writer of a U.S. option
has no control over the time when it may be required to fulfill its obligation
as a writer of the option. Once an option writer has received an exercise
notice, it cannot effect a closing purchase transaction in order to terminate
its obligation under the option and must deliver the underlying securities (or
cash in the case of an index option) at the exercise price. If a put or call
option purchased by a Fund is not sold when it has remaining value, and if the
market price of the underlying security (or index), in the case of a put,
remains equal to or greater than the exercise price or, in the case of a call,
remains less than or equal to the exercise price, the Fund will lose its entire
investment in the option. Also, where a put or call option on a particular
security (or index) is purchased to hedge against price movements in a related
security (or securities), the price of the put or call option may move more or
less than the price of the related security (or securities). In this regard,
there are differences between the securities and options markets that could
result in an imperfect correlation between these markets, causing a given
transaction not to achieve its objective.
There can be no assurance that a liquid market will exist when a Fund
seeks to close out an option position. Furthermore, if trading restrictions or
suspensions are imposed on the options markets, a Fund may be unable to close
out a position. Finally, trading could be interrupted, for example, because of
supply and demand imbalances arising from a lack of either buyers or sellers, or
the options exchange could suspend trading after the price has risen or fallen
more than the maximum amount specified by the exchange. Closing transactions can
be made for OTC options only by negotiating directly with the counterparty or by
a transaction in the secondary market, if any such market exists. Transfer of an
OTC option is usually prohibited absent the consent of the original
counterparty. There is no assurance that a Fund will be able to close out an OTC
option position at a favorable price prior to its expiration. An OTC
counterparty may fail to deliver or to pay, as the case may be. In the event of
insolvency of the counterparty, a Fund might be unable to close out an OTC
option position at any time prior to its expiration. Although a Fund may be able
to offset to some extent any adverse effects of being unable to liquidate an
option position, a Fund may experience losses in some cases as a result of such
inability.
When conducted outside the U.S., options transactions may not be
regulated as rigorously as in the U.S., may not involve a clearing mechanism and
related guarantees, and are subject to the risk of governmental actions
affecting trading in, or the prices of, foreign securities, currencies and other
instruments. The value of such positions also could be adversely affected by:
(i) other complex foreign political, legal and economic factors, (ii) lesser
availability than in the U.S. of data on which to make trading decisions, (iii)
delays in each Fund's ability to act upon economic events occurring in foreign
markets during non-business hours in the U.S., (iv) the imposition of different
exercise and settlement terms and procedures and margin requirements than in the
U.S., and (v) lower trading volume and liquidity.
Each Fund's options activities also may have an impact upon the level of
its portfolio turnover and brokerage commissions. See "Portfolio Turnover."
Each Fund's success in using options techniques depends, among other
things, on IMI's ability to predict accurately the direction and volatility of
price movements in the options and securities markets, and to select the proper
type, timing of use and duration of options.
FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS
IN GENERAL. Each Fund may enter into futures contracts and options on
futures contracts for hedging purposes. A futures contract provides for the
future sale by one party and purchase by another party of a specified quantity
of a commodity at a specified price and time. When a purchase or sale of a
futures contract is made by a Fund, that Fund is required to deposit with its
custodian (or broker, if legally permitted) a specified amount of cash or liquid
securities ("initial margin"). The margin required for a futures contract is set
by the exchange on which the contract is traded and may be modified during the
term of the contract. The initial margin is in the nature of a performance bond
or good faith deposit on the futures contract which is returned to the Fund upon
termination of the contract, assuming all contractual obligations have been
satisfied. A futures contract held by a Fund is valued daily at the official
settlement price of the exchange on which it is traded. Each day the Fund pays
or receives cash, called "variation margin," equal to the daily change in value
of the futures contract. This process is known as "marking to market." Variation
margin does not represent a borrowing or loan by a Fund but is instead a
settlement between the Fund and the broker of the amount one would owe the other
if the futures contract expired. In computing daily net asset value, each Fund
will mark-to-market its open futures position.
Each Fund is also required to deposit and maintain margin with respect
to put and call options on futures contracts written by it. Such margin deposits
will vary depending on the nature of the underlying futures contract (and the
related initial margin requirements), the current market value of the option,
and other futures positions held by the Fund.
Although some futures contracts call for making or taking delivery of
the underlying securities, generally these obligations are closed out prior to
delivery of offsetting purchases or sales of matching futures contracts (same
exchange, underlying security or index, and delivery month). If an offsetting
purchase price is less than the original sale price, each Fund generally
realizes a capital gain, or if it is more, the Fund generally realizes a capital
loss. Conversely, if an offsetting sale price is more than the original purchase
price, each Fund generally realizes a capital gain, or if it is less, the Fund
generally realizes a capital loss.
The transaction costs must also be included in these calculations.
When purchasing a futures contract, each Fund will maintain with its
Custodian (and mark-to-market on a daily basis) cash or liquid securities that,
when added to the amounts deposited with a futures commission merchant ("FCM")
as margin, are equal to the market value of the futures contract. Alternatively,
each Fund may "cover" its position by purchasing a put option on the same
futures contract with a strike price as high as or higher than the price of the
contract held by the Fund, or, if lower, may cover the difference with cash or
short-term securities.
When selling a futures contract, each Fund will maintain with its
Custodian in a segregated account (and mark-to-market on a daily basis) cash or
liquid securities that, when added to the amounts deposited with an FCM as
margin, are equal to the market value of the instruments underlying the
contract. Alternatively, each Fund may "cover" its position by owning the
instruments underlying the contract (or, in the case of an index futures
contract, a portfolio with a volatility substantially similar to that of the
index on which the futures contract is based), or by holding a call option
permitting the Fund to purchase the same futures contract at a price no higher
than the price of the contract written by the Fund (or at a higher price if the
difference is maintained in liquid assets with the Fund's custodian).
When selling a call option on a futures contract, each Fund will
maintain with its Custodian in a segregated account (and mark-to-market on a
daily basis) cash or liquid securities that, when added to the amounts deposited
with an FCM as margin, equal the total market value of the futures contract
underlying the call option. Alternatively, a Fund may cover its position by
entering into a long position in the same futures contract at a price no higher
than the strike price of the call option, by owning the instruments underlying
the futures contract, or by holding a separate call option permitting the Fund
to purchase the same futures contract at a price not higher than the strike
price of the call option sold by the Fund, or covering the difference if the
price is higher.
When selling a put option on a futures contract, each Fund will
maintain with its Custodian (and mark-to-market on a daily basis) cash or liquid
securities that equal the purchase price of the futures contract less any margin
on deposit. Alternatively, a Fund may cover the position either by entering into
a short position in the same futures contract, or by owning a separate put
option permitting it to sell the same futures contract so long as the strike
price of the purchased put option is the same or higher than the strike price of
the put option sold by the Fund, or, if lower, the Fund may hold securities to
cover the difference.
FOREIGN CURRENCY FUTURES CONTRACTS AND RELATED OPTIONS. Each Fund may
engage in foreign currency futures contracts and related options transactions
for hedging purposes. A foreign currency futures contract provides for the
future sale by one party and purchase by another party of a specified quantity
of a foreign currency at a specified price and time.
An option on a foreign currency futures contract gives the holder the
right, in return for the premium paid, to assume a long position (call) or short
position (put) in a futures contract at a specified exercise price at any time
during the period of the option. Upon the exercise of a call option, the holder
acquires a long position in the futures contract and the writer is assigned the
opposite short position. In the case of a put option, the opposite is true.
Each Fund may purchase call and put options on foreign currencies as a
hedge against changes in the value of the U.S. dollar (or another currency) in
relation to a foreign currency in which portfolio securities of the Fund may be
denominated. A call option on a foreign currency gives the buyer the right to
buy, and a put option the right to sell, a certain amount of foreign currency at
a specified price during a fixed period of time. Each Fund may invest in options
on foreign currency which are either listed on a domestic securities exchange or
traded on a recognized foreign exchange.
In those situations where foreign currency options may not be readily
purchased (or where such options may be deemed illiquid) in the currency in
which the hedge is desired, the hedge may be obtained by purchasing an option on
a "surrogate" currency, i.e., a currency where there is tangible evidence of a
direct correlation in the trading value of the two currencies. A surrogate
currency's exchange rate movements parallel that of the primary currency.
Surrogate currencies are used to hedge an illiquid currency risk, when no liquid
hedge instruments exist in world currency markets for the primary currency.
Each Fund will only enter into futures contracts and futures options
which are standardized and traded on a U.S. or foreign exchange, board of trade,
or similar entity or quoted on an automated quotation system. Each Fund will not
enter into a futures contract or purchase an option thereon if, immediately
thereafter, the aggregate initial margin deposits for futures contracts held by
the Fund plus premiums paid by it for open futures option positions, less the
amount by which any such positions are "in-the-money," would exceed 5% of the
liquidation value of the Fund's portfolio (or the Fund's net asset value), after
taking into account unrealized profits and unrealized losses on any such
contracts the Fund has entered into. A call option is "in-the-money" if the
value of the futures contract that is the subject of the option exceeds the
exercise price. A put option is "in-the-money" if the exercise price exceeds the
value of the futures contract that is the subject of the option. For additional
information about margin deposits required with respect to futures contracts and
options thereon, see "Futures Contracts and Options on Futures Contracts."
RISKS ASSOCIATED WITH FUTURES AND RELATED OPTIONS. There can be no
guarantee that there will be a correlation between price movements in the
hedging vehicle and in a Fund's portfolio securities being hedged. In addition,
there are significant differences between the securities and futures markets
that could result in an imperfect correlation between the markets, causing a
given hedge not to achieve its objectives. The degree of imperfection of
correlation depends on circumstances such as variations in speculative market
demand for futures and futures options on securities, including technical
influences in futures trading and futures options, and differences between the
financial instruments being hedged and the instruments underlying the standard
contracts available for trading in such respects as interest rate levels,
maturities, and creditworthiness of issuers. A decision as to whether, when and
how to hedge involves the exercise of skill and judgment, and even a
well-conceived hedge may be unsuccessful to some degree because of market
behavior or unexpected interest rate trends.
Futures exchanges may limit the amount of fluctuation permitted in
certain futures contract prices during a single trading day. The daily limit
establishes the maximum amount that the price of a futures contract may vary
either up or down from the previous day's settlement price at the end of the
current trading session. Once the daily limit has been reached in a futures
contract subject to the limit, no more trades may be made on that day at a price
beyond that limit. The daily limit governs only price movements during a
particular trading day and therefore does not limit potential losses because the
limit may work to prevent the liquidation of unfavorable positions. For example,
futures prices have occasionally moved to the daily limit for several
consecutive trading days with little or no trading, thereby preventing prompt
liquidation of positions and subjecting some holders of futures contracts to
substantial losses.
There can be no assurance that a liquid market will exist at a time
when a Fund seeks to close out a futures or a futures option position, and the
Fund would remain obligated to meet margin requirements until the position is
closed. In addition, there can be no assurance that an active secondary market
will continue to exist.
Currency futures contracts and options thereon may be traded on foreign
exchanges. Such transactions may not be regulated as effectively as similar
transactions in the United States; may not involve a clearing mechanism and
related guarantees; and are subject to the risk of governmental actions
affecting trading in, or the prices of, foreign securities. The value of such
position also could be adversely affected by (i) other complex foreign
political, legal and economic factors, (ii) lesser availability than in the
United States of data on which to make trading decisions, (iii) delays in a
Fund's ability to act upon economic events occurring in foreign markets during
non business hours in the United States, (iv) the imposition of different
exercise and settlement terms and procedures and margin requirements than in the
United States, and (v) lesser trading volume.
SECURITIES INDEX FUTURES CONTRACTS
Each Fund (except Ivy Global Natural Resources Fund) may enter into
securities index futures contracts as an efficient means of regulating the
Fund's exposure to the equity markets. Each Fund will not engage in transactions
in futures contracts for speculation, but only as a hedge against changes
resulting from market conditions in the values of securities held in the Fund's
portfolio or which it intends to purchase. An index futures contract is a
contract to buy or sell units of an index at a specified future date at a price
agreed upon when the contract is made. Entering into a contract to buy units of
an index is commonly referred to as purchasing a contract or holding a long
position in the index. Entering into a contract to sell units of an index is
commonly referred to as selling a contract or holding a short position. The
value of a unit is the current value of the stock index. For example, the S&P
500 Index is composed of 500 selected common stocks, most of which are listed on
the New York Stock Exchange (the "Exchange"). The S&P 500 Index assigns relative
weightings to the 500 common stocks included in the Index, and the Index
fluctuates with changes in the market values of the shares of those common
stocks. In the case of the S&P 500 Index, contracts are to buy or sell 500
units. Thus, if the value of the S&P 500 Index were $150, one contract would be
worth $75,000 (500 units x $150). The index futures contract specifies that no
delivery of the actual securities making up the index will take place. Instead,
settlement in cash must occur upon the termination of the contract, with the
settlement being the difference between the contract price and the actual level
of the stock index at the expiration of the contract. For example, if a Fund
enters into a futures contract to buy 500 units of the S&P 500 Index at a
specified future date at a contract price of $150 and the S&P 500 Index is at
$154 on that future date, the Fund will gain $2,000 (500 units x gain of $4). If
a Fund enters into a futures contract to sell 500 units of the stock index at a
specified future date at a contract price of $150 and the S&P 500 Index is at
$154 on that future date, the Fund will lose $2,000 (500 units x loss of $4).
RISKS OF SECURITIES INDEX FUTURES. Each Fund's success in using hedging
techniques depends, among other things, on IMI's ability to predict correctly
the direction and volatility of price movements in the futures and options
markets as well as in the securities markets and to select the proper type, time
and duration of hedges. The skills necessary for successful use of hedges are
different from those used in the selection of individual stocks.
Each Fund's ability to hedge effectively all or a portion of its
securities through transactions in index futures (and therefore the extent of
its gain or loss on such transactions) depends on the degree to which price
movements in the underlying index correlate with price movements in the Fund's
securities. Inasmuch as such securities will not duplicate the components of an
index, the correlation probably will not be perfect. Consequently, each Fund
will bear the risk that the prices of the securities being hedged will not move
in the same amount as the hedging instrument. This risk will increase as the
composition of the Fund's portfolio diverges from the composition of the hedging
instrument.
Although each Fund intends to establish positions in these instruments
only when there appears to be an active market, there is no assurance that a
liquid market will exist at a time when a Fund seeks to close a particular
option or futures position. Trading could be interrupted, for example, because
of supply and demand imbalances arising from a lack of either buyers or sellers.
In addition, the futures exchanges may suspend trading after the price has risen
or fallen more than the maximum amount specified by the exchange. In some cases,
a Fund may experience losses as a result of its inability to close out a
position, and it may have to liquidate other investments to meet its cash needs.
Although some index futures contracts call for making or taking
delivery of the underlying securities, generally these obligations are closed
out prior to delivery by offsetting purchases or sales of matching futures
contracts (same exchange, underlying security or index, and delivery month). If
an offsetting purchase price is less than the original sale price, a Fund
generally realizes a capital gain, or if it is more, the Fund generally realizes
a capital loss. Conversely, if an offsetting sale price is more than the
original purchase price, a Fund generally realizes a capital gain, or if it is
less, the Fund generally realizes a capital loss. The transaction costs must
also be included in these calculations.
Each Fund will only enter into index futures contracts or futures
options that are standardized and traded on a U.S. or foreign exchange or board
of trade, or similar entity, or quoted on an automated quotation system. Each
Fund will use futures contracts and related options only for "bona fide hedging"
purposes, as such term is defined in applicable regulations of the CFTC.
When purchasing an index futures contract, each Fund will maintain with
its Custodian (and mark-to-market on a daily basis) cash or liquid securities
that, when added to the amounts deposited with a futures commission merchant
("FCM") as margin, are equal to the market value of the futures contract.
Alternatively, a Fund may "cover" its position by purchasing a put option on the
same futures contract with a strike price as high as or higher than the price of
the contract held by the Fund.
When selling an index futures contract, each Fund will maintain with
its Custodian (and mark-to-market on a daily basis) cash or liquid securities
that, when added to the amounts deposited with an FCM as margin, are equal to
the market value of the instruments underlying the contract. Alternatively, a
Fund may "cover" its position by owning the instruments underlying the contract
(or, in the case of an index futures contract, a portfolio with a volatility
substantially similar to that of the index on which the futures contract is
based), or by holding a call option permitting the Fund to purchase the same
futures contract at a price no higher than the price of the contract written by
the Fund (or at a higher price if the difference is maintained in cash or liquid
assets in a segregated account with the Fund's custodian).
COMBINED TRANSACTIONS. Each Fund may enter into multiple transactions,
including multiple options transactions, multiple futures transactions and
multiple currency transactions (including forward currency contracts) and some
combination of futures, options, and currency transactions ("component"
transactions), instead of a single transaction, as part of a single or combined
strategy when, in the opinion of IMI, it is in the best interests of the Fund to
do so. A combined transaction will usually contain elements of risk that are
present in each of its component transactions. Although combined transactions
are normally entered into based on IMI's judgment that the combined strategies
will reduce risk or otherwise more effectively achieve the desired portfolio
management goal, it is possible that the combination will instead increase such
risks or hinder achievement of the management objective.
PORTFOLIO TURNOVER
Each Fund purchases securities that are believed by IMI to have above
average potential for capital appreciation. Common stocks are disposed of in
situations where it is believed that potential for such appreciation has
lessened or that other common stocks have a greater potential. Therefore, each
Fund may purchase and sell securities without regard to the length of time the
security is to be, or has been, held. A change in securities held by a Fund is
known as "portfolio turnover" and may involve the payment by the Fund of dealer
markup or underwriting commission and other transaction costs on the sale of
securities, as well as on the reinvestment of the proceeds in other securities.
Each Fund's portfolio turnover rate is calculated by dividing the lesser of
purchases or sales of portfolio securities for the most recently completed
fiscal year by the monthly average of the value of the portfolio securities
owned by the Fund during that year. For purposes of determining each Fund's
portfolio turnover rate, all securities whose maturities at the time of
acquisition were one year or less are excluded.
TRUSTEES AND OFFICERS
Each Fund's Board of Trustees (the "Board") is responsible for the
overall management of the Fund, including general supervision and review of the
Fund's investment activities. The Board, in turn, elects the officers who are
responsible for administering each Fund's day-to-day operations.
The Trustees and Executive Officers of the Trust, their business
addresses and principal occupations during the past five years are:
</TABLE>
<TABLE>
<S> <C> <C>
POSITION WITH BUSINESS AFFILIATIONS
NAME, ADDRESS, AGE THE TRUST AND PRINCIPAL OCCUPATIONS
John S. Anderegg, Jr. Trustee Chairman, Dynamics Research
60 Concord Street Corp. (instruments and
Wilmington, MA 01887 controls); Director, Burr-
Age: 75 Brown Corp. (operational amplifiers); Director,
Metritage Incorporated (level measuring
instruments); Trustee of Mackenzie Series Trust
(1992-1998).
Paul H. Broyhill Trustee Chairman, BMC Fund, Inc.
800 Hickory Blvd. (1983-present); Chairman,
Golfview Park-Box 500 Broyhill Family Foundation,
Lenoir, NC 28645 Inc. (1983-Present);
Age: 75 Chairman and President, Broyhill Investments,
Inc. (1983-present); Chairman, Broyhill Timber
Resources (1983-present); Management of a
personal portfolio of fixed-income and equity
investments (1983-present); Trustee of
Mackenzie Series Trust (1988-1998); Director
of The Mackenzie Funds Inc. (1988-1995).
Stanley Channick Trustee President and Chief
11 Bala Avenue Executive Officer, The
Bala Cynwyd, PA 19004 Whitestone Corporation (insurance
Age: 75 agency); Chairman, Scott Management
Company (administrative services
for insurance companies); President, The
Channick Group (consultants to insurance
companies and national trade
associations); Trustee of
Mackenzie Series Trust
(1994-1998); Director of
The Mackenzie Funds Inc.
(1994-1995).
Frank W. DeFriece, Jr. Trustee Director, Manager and Vice
The Landmark Centre President, Director and
113 Landmark Lane, Fund Manager, Massengill-
Suite B DeFriece Foundation
Bristol, TN 37620-2285 (charitable organization)
Age: 78 (1950-present); Trustee and Vice Chairman, East
Tennessee Public Communications Corp. (WSJK-TV)
(1984-present); Trustee of Mackenzie Series
Trust (1985-1998); Director of The Mackenzie
Funds Inc. (1987-1995).
Roy J. Glauber Trustee Mallinckrodt Professor of
Lyman Laboratory Physics, Harvard
of Physics University (1974-present);
Harvard University Trustee of Mackenzie Series
Cambridge, MA 02138 Trust (1994-1997).
Age: 73
Michael G. Landry Trustee President, Chief Executive
700 South Federal Hwy. And Officer and Director of
Suite 300 Chairman Mackenzie Investment
Boca Raton, FL 33432 Management Inc. (1987-
Age: 52 present); President,
[*Deemed to be an Director and Chairman of
"interested person" Ivy Management Inc. (1992-
of the Trust, as present); Chairman and
defined under the Director of Ivy Mackenzie
1940 Act.] Services Corp.(1993-present); Chairman and
Director of Ivy Mackenzie Distributors, Inc.
(1994-present); Director and President of Ivy
Mackenzie Distributors, Inc. (1993-1994);
Director and President of The Mackenzie Funds
Inc. (1987-1995); Trustee of Mackenzie Series
Trust (1987-1998); President of Mackenzie
Series Trust (1987-1996); Chairman of Mackenzie
Series Trust (1996-1998).
Joseph G. Rosenthal Trustee Chartered Accountant
110 Jardin Drive (1958-present); Trustee of
Unit #12 Mackenzie Series Trust
Concord, Ontario Canada (1985-1998); Director of
L4K 2T7 The Mackenzie Funds Inc.
Age: 64 (1987-1995).
Richard N. Silverman Trustee Director, Newton-Wellesley
18 Bonnybrook Road Hospital; Director, Beth
Waban, MA 02168 Israel Hospital; Director,
Age: 75 Boston Ballet; Director, Boston Children's
Museum; Director, Brimmer and May School.
J. Brendan Swan Trustee President, Airspray
4701 North Federal Hwy. International, Inc.;
Suite 465 Joint Managing Director,
Pompano Beach, FL 33064 Airspray International
Age: 69 B.V. (an environmentally sensitive packaging
company); Director of Polyglass LTD.; Director,
The Mackenzie Funds Inc. (1992-1995); Trustee
of Mackenzie Series Trust (1992-1998).
Keith J. Carlson Trustee Senior Vice President of Mackenzie
700 South Federal Hwy. And Investment Management, Inc. (1996 -
Suite 300 President -present); Senior Vice President and
Boca Raton, FL 33432 Director of Mackenzie Investment
Age: 42 Management, Inc. (1994 - 1996);
[*Deemed to be an Senior Vice President and Treasurer of
"interested person" Mackenzie Investment Management,
of the Trust, as defined under the Inc. (1989-1994); Senior Vice President
1940 Act.] and Director of Ivy Management Inc.
(1994-present); Senior Vice President,
Treasurer and Director of Ivy Management Inc.
(1992-1994); Vice President of The Mackenzie
Funds Inc. (1987-1995); Senior Vice President
and Director, Ivy Mackenzie Services Corp.
(1996-present); President and Director of Ivy
Mackenzie Services Corp. (1993-1996); Trustee
and President of Mackenzie Series Trust
(1996-1998); Vice President of Mackenzie
Series Trust (1994-1998); Treasurer of
Mackenzie Series Trust (1985-1994); President,
Chief Executive Officer and Director of Ivy
Mackenzie Distributors, Inc. (1994-present);
Executive Vice President and Director of Ivy
Mackenzie Distributors, Inc. (1993-1994);
Trustee of Mackenzie Series Trust (1996-1998).
C. William Ferris Secretary/ Senior Vice President,
700 South Federal Hwy. Treasurer Chief Financial Officer
Suite 300 and Secretary/Treasurer
Boca Raton, FL 33432 of Mackenzie Investment
Age: 54 Management Inc. (1995-present); Senior Vice
President, Finance and
Administration/Compliance Officer of Mackenzie
Investment Management Inc. (1989-1994); Senior
Vice President, Secretary/ Treasurer and Clerk
of Ivy Management Inc. (1994-present); Vice
President, Finance/Administration and
Compliance Officer of Ivy Management Inc.
(1992-1994); Senior Vice President, Secretary/
Treasurer and Director of Ivy Mackenzie
Distributors, Inc. (1994-present);
Secretary/Treasurer and Director of Ivy
Mackenzie Distributors, Inc. (1993-1994);
President and Director of Ivy Mackenzie
Services Corp. (1996-present); Secretary/
Treasurer and Director of Ivy Mackenzie
Services Corp. (1993-1996);
Secretary/Treasurer of The Mackenzie Funds
Inc. (1993-1995); Secretary/Treasurer of
Mackenzie Series Trust (1994-1998).
James W. Broadfoot Vice Executive Vice President,
700 South Federal Hwy. President Ivy Management Inc. (1996-
Suite 300 present); Senior Vice
Boca Raton, FL 33432 President, Ivy Management,
Age: 56 Inc. (1992-1996); Director and Senior Vice
President, Mackenzie Investment Management
Inc. (1995-present); Senior Vice President,
Mackenzie Investment Management Inc.
(1990-1995).
</TABLE>
COMPENSATION TABLE
IVY FUND
(FISCAL YEAR ENDED DECEMBER 31, 1998)
PENSION OR TOTAL
AGGREGATE RETIREMENT ESTIMATED COMPENSATION
COMPENSATION BENEFITS ANNUAL FROM TRUST
FROM ACCRUED AS BENEFITS AND FUND
NAME, TRUST PART OF FUND UPON COMPLEX PAID
POSITION EXPENSES RETIREMENT TO TRUSTEES
John S. $18,000 N/A N/A $18,000
Anderegg, Jr.
(Trustee)
Paul H. $18,000 N/A N/A $18,000
Broyhill
(Trustee)
Keith J. $0 N/A N/A $0
Carlson
(Trustee and
President)
Stanley $18,000 N/A N/A $18,000
Channick
(Trustee)
Frank W. $18,000 N/A N/A $18,000
DeFriece, Jr.
(Trustee)
Roy J. $18,000 N/A N/A $18,000
Glauber
(Trustee)
Michael G. $0 N/A N/A $0
Landry
(Trustee and
Chairman of
the Board)
Joseph G. $18,000 N/A N/A $18,000
Rosenthal
(Trustee)
Richard N. $18,000 N/A N/A $18,000
Silverman
(Trustee)
J. Brendan $17,000 N/A N/A $17,000
Swan
(Trustee)
C. William $0 N/A N/A $0
Ferris
(Secretary/
Treasurer)
<PAGE>
To the knowledge of the Trust, as of March 31, 1999, no shareholder
owned beneficially or of record 5% or more of any Fund's outstanding shares of
any class, with the following exceptions:
CLASS A
Of the outstanding Class A shares of :
Ivy Asia Pacific Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 40,174.921
shares (16.51%), and Michael G. Landry, 211 S. Gordon Rd., Ft. Lauderdale, FL
33301, owned of record 12,443.882 shares (5.11%);
Ivy Bond Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer Lake Drive E,
3rd Floor, Jacksonville, FL 32246, owned of record 1,397,567.620 shares
(13.02%);
Ivy China Region Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 218,003.027
shares (13.26%), and Resources Trust Company, PO Box 3865, Englewood, CO
80155-3865, owned of record 186,351.290 shares (11.33%);
Ivy Developing Nations Fund, Donaldson Lufkin Jenrette Securities
Corporation Inc., PO Box 2052, Jersey City, NJ 07303-9998, owned of record
87,092.843 shares (11.31%), Donaldson Lufkin Jenrette Securities Corporation
Inc., PO Box 2052, Jersey City, NJ 07303-9998, owned of record 54,336.017 shares
(7.06%), and Merrill Lynch Pierce Fenner & Smith, 4800 Deer Lake Drive E, 3rd
Floor, Jacksonville, FL 32246, owned of record 41,198.769 shares (5.35%);
Ivy Global Natural Resources Fund, Carn & Co., Riggs Bank (TTEE) FBO
Care-Free Consolidated 401K Plan, PO Box 96211, Washington, DC 20090-6211, owned
of record 62,273.356 shares (29.71%), Carn & Co., Riggs Bank (TTEE) FBO Yazaki
Employee Savings & Retirement Plan, PO Box 96211, Washington, DC 20090-6211,
owned of record 22,533.136 shares (10.75%), and Mackenzie Investment Management
Inc., via Mizner Financial Plaza, 700 South Federal Highway, Suite 300, Boca
Raton, FL 33432, owned of record 11,957.023 shares (5.70%);
Ivy Global Science & Technology Fund, Donaldson Lufkin Jenrette
Securities Corporation Inc., PO Box 2052, Jersey City, NJ 07303-9998, owned of
record 99,948.978 shares (16.84%), Donaldson Lufkin Jenrette Securities
Corporation Inc., PO Box 2052, Jersey City, NJ 07303-9998, owned of record
65,325.391 shares (11.01%), and Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 31,922.542
shares (5.38%);
Ivy International Fund II, Merrill Lynch Pierce Fenner & Smith, 4800
Deer Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record
818,804.984 shares (34.10%);
Ivy International Fund, Charles Schwab & Co. Inc., 101 Montgomery
Street, San Francisco, CA 94104, owned of record 12,827,455.253 shares (35.28%),
and Merrill Lynch Pierce Fenner & Smith, 4800 Deer Lake Drive E, 3rd Floor,
Jacksonville, FL 32246, owned of record 6,083,813.996 shares (16.73%);
Ivy International Small Companies Fund, Donaldson Lufkin Jenrette
Securities Corporation Inc., PO Box 2052, Jersey City, NJ 07303-9998, owned of
record 19,762.181 shares (20.88%), and Mackenzie Investment Management Inc., via
Mizner Financial Plaza, 700 South Federal Highway, Suite 300, Boca Raton, FL
33432, owned of record 10,287.244 shares (10.87%).
Ivy Money Market Fund, Carn & Co., Riggs Bank (TTEE) FBO Plexus Corp
401K Plan, PO Box 96211, Washington, DC 20090-6211, owned of record
2,710,056.720 shares (13.19%), and Bear Stearns Securities Corp., 1 Metrotech
Center North, Brooklyn, NY 11201-3859, owned of record 1,432,318.960 shares
(6.97%).
Ivy Pan-Europe Fund, Mackenzie Investment Management Inc., via Mizner
Financial Plaza, 700 South Federal Highway, Suite 300, Boca Raton, FL 33432,
owned of record 37,553.145 shares (23.84%), and Merrill Lynch Pierce Fenner &
Smith, 4800 Deer Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of
record 27,122.193 shares (17.22%);
Ivy South America Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 45,710.848
shares (17.87%), and Charles Schwab & Co. Inc., 101 Montgomery Street, San
Francisco, CA 94104, owned of record 19,471.113 shares (7.61%), and William A.
Maczko & Mildred E. Helm Maczko, 2100 S. Ocean Ln., #1412, Ft. Lauderdale, FL
33316, owned of record 14,174.070 shares (5.54%);
Ivy US Blue Chip Fund, Helen L. Medvin, 4712 Michael Ave., North
Olmsted, OH 44070, owned of record 10,253.846 shares (7.12%), Donaldson Lufkin
Jenrette Securities Corporation Inc., PO Box 2052, Jersey City, NJ 07303-9998,
owned of record 8,986.371 shares (6.24%), and Janney Montgomery Scott Inc.,
Estate of David Craig, 1801 Market Street, Philadelphia, PA 19103-1675, owned of
record 8,880.995 shares (6.17%).
Ivy US Emerging Growth Fund, Donaldson Lufkin Jenrette Securities
Corporation Inc., PO Box 2052, Jersey City, NJ 07303-9998, owned of record
86,774.211 shares (5.08%);
CLASS B
Of the outstanding Class B shares of:
Ivy Asia Pacific Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 141,298.083
shares (35.22%);
Ivy Bond Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer Lake
Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 12,199,384.716
shares (48.92%);
Ivy China Region Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 107,725.641
shares (11.73%);
Ivy Developing Nations Fund, Merrill Lynch Pierce Fenner & Smith, 4800
Deer Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record
278,316.028 shares (28.37%);
Ivy Global Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer Lake
Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 68,719.447 shares
(11.93%);
Ivy Global Natural Resources Fund, Merrill Lynch Pierce Fenner & Smith,
4800 Deer Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record
83,599.984 shares (38.05%);
Ivy Global Science & Technology Fund, Merrill Lynch Pierce Fenner &
Smith, 4800 Deer Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of
record 40,990.672 shares (8.13%);
Ivy Growth Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer Lake Drive
E, 3rd Floor, Jacksonville, FL 32246, owned of record 24,939.375 shares (8.96%);
Ivy Growth with Income Fund, Merrill Lynch Pierce Fenner & Smith, 4800
Deer Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record
263,081.752 shares (15.31%);
Ivy International Fund II, Merrill Lynch Pierce Fenner & Smith, 4800
Deer Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record
4,986,169.823 shares (60.62%);
Ivy International Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 5,678,407.729
shares (45.59%).
Ivy International Small Companies Fund, Merrill Lynch Pierce Fenner &
Smith, 4800 Deer Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of
record 24,340.066 shares (23.40%), PaineWebber, FBO B Carmage Walls Trust #10,
FBO Lissa Walls Trust and Cooper Walls TTEE, PO Box 42828, Houston, TX 77242,
owned of record 5,880.313 shares (5.65%), and PaineWebber, FBO B Carmage Walls
Trust #10, FBO Cooper Walls Trust and Cooper Walls TTEE, PO Box 42828, Houston,
TX 77242, owned of record 5,760.640 shares (5.53%);
Ivy Pan-Europe Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 66,847.392
shares (22.86%);
Ivy South America Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 46,359.136
shares (29.47%);
Ivy US Blue Chip Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 74,760.802
shares (18.62%), and Parker Hunter Incorporated, FBO Robert Crisci and Kathy
Crisci, PO Box 7629, 3525 Ellwood Road, New Castle, PA 16107-7629, owned of
record 24,779.090 shares (6.17%).
Ivy US Emerging Growth Fund, Merrill Lynch Pierce Fenner & Smith, 4800
Deer Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record
335,426.771 shares (21.10%);
CLASS C
Of the outstanding Class C shares of:
Ivy Asia Pacific Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 19,237.215
shares (5.33%);
Ivy Bond Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer Lake Drive E,
3rd Floor, Jacksonville, FL 32246, owned of record 725,233.869 shares (74.69%);
Ivy China Region Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 30,474.251
shares (27.72%), and IBT, (custodian) FBO Roy O. Derminer, 2236 Abbottwoods Ln.,
Orange City, FL 32763, owned of record 8,275.708 shares (7.52%);
Ivy Developing Nations Fund, Merrill Lynch Pierce Fenner & Smith, 4800
Deer Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 48,103,553
shares (11.99%);
Ivy Global Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer Lake
Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 6,585.276 shares
(19.35%), Donaldson Lufkin Jenrette Securities Corporation Inc., PO Box 2052,
Jersey City, NJ 07303-9998, owned of record 3,909.907 shares (11.48%), Robert W.
Baird & Co. Inc., 777 East Wisconsin Avenue, Milwaukee, WI 53202-5391, owned of
record 3,436.408 shares (10.09%), IBT, (custodian) FBO Mattie A. Allen, 755
Selma Pl., San Diego, CA 92114-1711, owned of record 3,095.552 shares (9.09%),
Smith Barney Inc., 388 Greenwich Street, New York, NY 10013, owned of record
2,436.584 shares (7.15%), and PaineWebber, (custodian) FBO Robert D.
Cuthbertson, PO Box 3321, Weehawken, NJ 07087-8154, owned of record 1,705.476
shares (5.01%);
Ivy Global Natural Resources Fund, Raymond James & Assoc. Inc.,
(custodian) Raymond W. Simmons, 6296 104th Avenue, Pinellas Park, FL 33782,
owned of record 981.281 shares (19.43%), Raymond James & Assoc. Inc.,
(custodian) Diversified Dental P/S, FBO Al Pollock, 10641 1st Street E., Suite
204, Treasure Island, FL 33706, owned of record 910.166 shares (18.02%), Robert
W. Baird & Co. Inc., 777 E. Wisconsin Avenue, Milwaukee, WI 53202-5391, owned of
record 613.622 shares (12.15%), Robert W. Baird & Co. Inc., 777 E. Wisconsin
Avenue, Milwaukee, WI 53202-5391, owned of record 550.722 shares (10.90%), Nancy
J. Cleare, 9381 US Hwy. 19 N, Pinellas Park, FL 33782, owned of record 541.597
shares (10.72%), Resources Trust Co., (custodian) FBO Jon K. Loessin, PO Box
5900, Denver, CO 80217, owned of record 535.023 shares (10.59%), Ester C.
Wickes, 19 Fawn Hill Rd., Tuxedo, NY 10987, owned of record 350.772 shares
(6.94%), and IBT, (custodian) FBO Salvatore Disalvo, 311 Bridle Path Lane,
Annapolis, MD 21403-1638, owned of record 299.993 shares (5.94%);
Ivy Global Science & Technology Fund, Merrill Lynch Pierce Fenner &
Smith, 4800 Deer Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of
record 38,011.661 shares (11.30%);
Ivy Growth Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer Lake
Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 7,477.571 shares
(47.23%), IBT, (custodian) FBO Joseph L. Wright, 32211 Pierce Street, Garden
City, MI 48135, owned of record 3,938.282 shares (24.87%), PaineWebber, FBO
Cynthia N. Young, PO Box 3321, Weehawken, NJ 07087-8154, owned of record 853.551
shares (5.39%), and Martin S. Sawyer & Ruth C. Sawyer, 5910 Wilson Blvd., #413,
Arlington, VA 22205, owned of record 844.906 shares (5.33%);
Ivy Growth with Income Fund, Merrill Lynch Pierce Fenner & Smith, 4800
Deer Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 11,534.267
shares (29.37%), Anthony L. Bassano & Marie E. Bassano, 8934 Bari Court, Port
Richie, FL 34668, owned of record 3,203.100 shares (8.15%), IBT, (custodian) FBO
Vytautas Snieckus, 1250 E 276th Street, Euclid, OH 44132, owned of record
2,645.907 shares (6.73%), PaineWebber, (custodian) FBO Patricia Cramer Russell,
PO Box 3321, Weehawken, NJ 07087-8154, owned of record 2,191.410 shares (5.58%),
IBT, (custodian) FBO Kevin D. Thistle, 1017 Glencrest Court, Saulkville, WI
53080, owned of record 2,130.626 shares (5.42%), and IBT, (custodian) FBO Carol
E. Greivell, 985 N Broadway, #67, Depere, WI 54115, owned of record 2,106.814
shares (5.36%);
Ivy International Fund II, Merrill Lynch Pierce Fenner & Smith, 4800
Deer Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record
2,908,557.453 shares (74.01%);
Ivy International Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 2,189,094.234
shares (64.38%);
Ivy International Small Companies Fund, Merrill Lynch Pierce Fenner &
Smith, 4800 Deer Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of
record 87,014.649 shares (90.31%);
Ivy Money Market Fund, PaineWebber, FBO Bruce Blank, PO Box 3321,
Weehawken, NJ 07087-8154, owned of record 103,905.380 shares (17.65%), IBT
(custodian) FBO, Marcelette V. Manning, 1371 Mt. View Lane, Chula Vista, CA
91911, owned of record 65,194.630 shares (11.07%), IBT (custodian) FBO Diana
Rooney, 2441 S. 9th St., El Centro, CA 92243, owned of record 62,822.810 shares
(10.67%), Robert J. Laws & Katherine A. Laws, PO Box 723, Ramona, CA 92065,
owned of record 42,920.450 shares (7.29%), IBT (custodian) FBO Betty J. Carson,
1987 Higgins Lane, El Centro, CA 92243, owned of record 39,398.780 shares
(6.69%), Paul M. Benard, 40 Arrowhead Farm Road, Boxford, MA 01921, owned of
record 33,488.010 shares (5.68%), Diane C. Benard, 40 Arrowhead Farm Road,
Boxford, MA 01921, owned of record 33,488.010 shares (5.68%), and PaineWebber,
FBO Kathleen L. Diller, PO Box 3321, Weehawken, NJ 07087-8154, owned of record
30,238.920 shares (5.13%).
Ivy Pan-Europe Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 26,948.668
shares (44.12%), Resources Trust Company, FBO Terry K. Ramnanan, PO Box 5900,
Denver, CO 80217, owned of record 14,652.015 shares (23.99%), and Donaldson
Lufkin Jenrette Securities Corporation Inc., PO Box 2052, Jersey City, NJ
07303-9998, owned of record 4,663.657 shares (7.63%);
Ivy South America Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 10,956.813
shares (58.18%), Interstate/Johnson Lane, Interstate Tower, PO Box 1220,
Charlotte, NC 28201-1220, owned of record 2,617.801 shares (13.90%), Donaldson
Lufkin Jenrette Securities Corporation Inc., PO Box 2052, Jersey City, NJ
07303-9998, owned of record 2,318.301 shares (12.31%), Donaldson Lufkin Jenrette
Securities Corporation Inc., PO Box 2052, Jersey City, NJ 07303-9998, owned of
record 1,133.787 shares (6.02%), and Smith Barney Inc., 388 Greenwich Street,
New York, NY 10013, owned of record 966.121 shares (5.13%);
Ivy US Blue Chip Fund, Merrill Lynch Pierce Fenner & Smith, 4800 Deer
Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 8,485.693
shares (10.18%), Donaldson Lufkin Jenrette Securities Corporation Inc., PO Box
2052, Jersey City, NJ 07303-9998, owned of record 6,066.012 shares (7.27%), IBT,
(custodian) FBO Roy O. Derminer, 2236 Abbottwoods LN, Orange City, FL 32763,
owned of record 4,517.953 shares (5.42%), and Donaldson Lufkin Jenrette
Securities Corporation Inc., PO Box 2052, Jersey City, NJ 07303-9998, owned of
record 4,412.541 shares (5.29%);
Ivy US Emerging Growth Fund, Merrill Lynch Pierce Fenner & Smith, 4800
Deer Lake Drive E, 3rd Floor, Jacksonville, FL 32246, owned of record 96,481.220
shares (30.56%);
CLASS I
Of the outstanding Class I shares of:
Ivy International Fund, The John E. Fetzer Institute Inc., 9292 W KL
Ave., Kalamazoo, MI 49009, owned of record 727,066.771 shares (19.12%), State
Street Bank, (TTEE) FBO Allison Engines, 200 Newport Ave., 7th Floor, North
Quincy, MA 02171, owned of record 292,309.556 shares (7.68%), Lynspen and
Company, PO Box 830804, Birmingham, AL 35283, owned of record 276,747.272 shares
(7.27%), and U A Local 447 Pension Trust Fund, 5841 Newman Ct., Sacramento, CA
95819, owned of record 240,427.057 shares (6.32%).
ADVISOR CLASS
Of the outstanding Advisor Class shares of:
Ivy Bond Fund, NFSC FEBO, C. William Ferris, Michael Landry/Keith
Carlson, 700 South Federal Highway, Boca Raton, FL 33432-6114, owned of record
13,944.569 shares (77.94%), and Donaldson Lufkin Jenrette Securities Corporation
Inc., PO Box 2052, Jersey City, NJ 07303-9998, owned of record 3,252.157 shares
(18.17%);
Ivy China Region Fund, Donaldson Lufkin Jenrette Securities Corporation
Inc., PO Box 2052, Jersey City, NJ 07303-9998, owned of record 1,354.000 shares
(84.59%), and Donaldson Lufkin Jenrette Securities Corporation Inc., PO Box
2052, Jersey City, NJ 07303-9998, owned of record 192.447 shares (12.02%).
Ivy Developing Nations Fund, NFSC FEBO, C. William Ferris, Michael
Landry/Keith Carlson, 700 South Federal Highway, Boca Raton, FL 33432-6114,
owned of record 14,362.134 shares (100%);
Ivy Global Fund, NFSC FEBO, C. William Ferris, Michael Landry/Keith
Carlson, 700 South Federal Highway, Boca Raton, FL 33432-6114, owned of record
30,007.844 shares (100%);
Ivy Global Science & Technology Fund, IBT, (custodian) FBO Deborah P.
Mason, 3406 Cypress Landing Dr., Valrico, FL 33594, owned of record 629.966
shares (36.59%), Donaldson Lufkin Jenrette Securities Corporation Inc., PO Box
2052, Jersey City, NJ 07303-9998, owned of record 534.539 shares (31.04%),
Donaldson Lufkin Jenrette Securities Corporation Inc., PO Box 2052, Jersey City,
NJ 07303-9998, owned of record 418.586 shares (24.31%), and Donaldson Lufkin
Jenrette Securities Corporation Inc., PO Box 2052, Jersey City, NJ 07303-9998,
owned of record 138.549 shares (8.04%);
Ivy Growth Fund, NFSC FEBO, C. William Ferris, Michael Landry/Keith
Carlson, 700 South Federal Highway, Boca Raton, FL 33432-6114, owned of record
16,572.658 shares (99.90%);
Ivy Growth with Income Fund, NFSC FEBO, C. William Ferris, Michael
Landry/Keith Carlson, 700 South Federal Highway, Boca Raton, FL 33432-6114,
owned of record 25,118.240 shares (100%);
Ivy International Fund II, Charles Scwab & Co. Inc., 101 Montgomery
Street, San Francisco, CA 94104, owned of record 7,913.113 shares (11.19%),
Donaldson Lufkin Jenrette Securities Corporation Inc., PO Box 2052, Jersey City,
NJ 07303-9998, owned of record 6,471.430 shares (9.15%), and Donaldson Lufkin
Jenrette Securities Corporation Inc., PO Box 2052, Jersey City, NJ 07303-9998,
owned of record 4,602.660 shares (6.50%);
Ivy Pan-Europe Fund, NFSC FEBO, C. William Ferris, Michael Landry/Keith
Carlson, 700 South Federal Highway, Boca Raton, FL 33432-6114, owned of record
3,424.319 shares (47.51%), Donaldson Lufkin Jenrette Securities Corporation
Inc., PO Box 2052, Jersey City, NJ 07303-9998, owned of record 1,191.422 shares
(16.53%), Donaldson Lufkin Jenrette Securities Corporation Inc., PO Box 2052,
Jersey City, NJ 07303-9998, owned of record 947.119 shares (13.14%), Donaldson
Lufkin Jenrette Securities Corporation Inc., PO Box 2052, Jersey City, NJ
07303-9998, owned of record 653.595 shares (9.06%), and Charles Schwab & Co.
Inc., 101 Montgomery Street, San Francisco, CA 94104,owned of record 406.639
shares (5.64%);
Ivy US Blue Chip Fund, Mackenzie Investment Management Inc., Via Mizner
Financial Plaza, 700 South Federal Highway, Suite 300, Boca Raton, FL 33432,
owned of record 50,001.000 shares (80.05%), NFSC FEBO, C. William Ferris,
Michael Landry/Keith Carlson, 700 South Federal Highway, Boca Raton, FL
33432-6114, owned of record 7,419.362 shares (11.87%), and Charles Scwab & Co.
Inc., 101 Montgomery Street, San Francisco, CA 94104, owned of record 3,678.690
shares (5.88%);
Ivy US Emerging Growth Fund, NFSC FEBO, C. William Ferris, Michael
Landry/Keith Carlson, 700 South Federal Highway, Boca Raton, FL 33432-6114,
owned of record 20,670.236 shares (84.78%), and Charles Schwab & Co. Inc., 101
Montgomery Street, San Francisco, CA 94104, owned of record 1,927.965 shares
(7.90%).
As of April 16, 1999, the Officers and Trustees of the Trust as a group
owned beneficially or of record less than 1% of the outstanding Class A, Class
B, Class C, Class I and Advisor Class shares of each of the nineteen Ivy funds
that are series of the Trust, except that the Officers and Trustees of the Trust
as a group owned 3.93%, 1.94%, 1.19%, and 2.09%, respectively, of Ivy Asia
Pacific Fund Class A shares, Ivy Global Natural Resources Fund Class A shares,
Ivy Money Market Fund Class A shares, and Ivy South America Fund Class A shares,
respectively, as of that date.
PERSONAL INVESTMENTS BY EMPLOYEES OF IMI. Employees of IMI are
permitted to make personal securities transactions, subject to the requirements
and restrictions set forth in IMI's Code of Ethics and Business Conduct Policy
(the "Code of Ethics"). The Code of Ethics is designed to identify and address
certain conflicts of interest between personal investment activities and the
interests of investment advisory clients such as the Funds. Among other things,
the Code of Ethics, which generally complies with standards recommended by the
Investment Company Institute's Advisory Group on Personal Investing, prohibits
certain types of transactions absent prior approval, applies to portfolio
managers, traders, research analysts and others involved in the investment
advisory process, and imposes time periods during which personal transactions
may not be made in certain securities, and requires the submission of duplicate
broker confirmations and monthly reporting of securities transactions.
Exceptions to these and other provisions of the Code of Ethics may be granted in
particular circumstances after review by appropriate personnel.
INVESTMENT ADVISORY AND OTHER SERVICES
BUSINESS MANAGEMENT AND INVESTMENT ADVISORY SERVICES
IMI is a wholly owned subsidiary of Mackenzie Investment Management
Inc. ("MIMI"). MIMI, a Delaware corporation, has approximately 10% of its
outstanding common stock listed for trading on the Toronto Stock Exchange
("TSE"). MIMI is a subsidiary of Mackenzie Financial Corporation ("MFC"), 150
Bloor Street West, Toronto, Ontario, Canada, a public corporation organized
under the laws of Ontario and whose shares are listed for trading on the TSE.
MFC provides investment advisory services to the Fund pursuant to an Investment
Advisory Agreement, and IMI provides business management and investment advisory
services to each of the other Funds pursuant to a Business Management and
Investment Advisory Agreement (each an "Agreement"). IMI provides business
management services to Ivy Global Natural Resources Fund pursuant to a Business
Management Agreement (the "Management Agreement"). IMI currently acts as manager
and investment adviser to the following additional investment companies
registered under the 1940 Act: Ivy Asia Pacific Fund, Ivy Bond Fund, Ivy China
Region Fund, Ivy Developing Nations Fund, Ivy Growth Fund, Ivy Growth with
Income Fund, Ivy International Fund, Ivy International Strategic Bond Fund, Ivy
Money Market Fund, Ivy South America Fund, Ivy US Blue Chip Fund and Ivy US
Emerging Growth Fund.
The Agreements obligate IMI and MFC to make investments for the account
of each Fund in accordance with its best judgment and within the investment
objectives and restrictions set forth in the Prospectus, the 1940 Act and the
provisions of the Code relating to regulated investment companies, subject to
policy decisions adopted by the Board. IMI and MFC also determine the securities
to be purchased or sold by each Fund and place orders with brokers or dealers
who deal in such securities.
Under the IMI Agreement and the Management Agreement, IMI also provides
certain business management services. IMI is obligated to (1) coordinate with
each Fund's Custodian and monitor the services it provides to each Fund; (2)
coordinate with and monitor any other third parties furnishing services to each
Fund; (3) provide each Fund with necessary office space, telephones and other
communications facilities as are adequate for the Fund's needs; (4) provide the
services of individuals competent to perform administrative and clerical
functions that are not performed by employees or other agents engaged by each
Fund or by IMI acting in some other capacity pursuant to a separate agreement or
arrangements with the Fund; (5) maintain or supervise the maintenance by third
parties of such books and records of the Trust as may be required by applicable
Federal or state law; (6) authorize and permit IMI's directors, officers and
employees who may be elected or appointed as trustees or officers of the Trust
to serve in such capacities; and (7) take such other action with respect to the
Trust, after approval by the Trust as may be required by applicable law,
including without limitation the rules and regulations of the SEC and of state
securities commissions and other regulatory agencies. IMI is also responsible
for reviewing the activities of MFC to ensure that Ivy Global Natural Resources
Fund is operated in compliance with its investment objectives and policies and
with the 1940 Act.
Henderson Investment Management Limited ("Henderson"), 3 Finsbury
Avenue, London, England EC2M 2PA, serves as subadviser to Ivy European
Opportunities Fund under an Agreement with IMI. For its services, Henderson
receives a fee from IMI that is equal, on an annual basis, to .50% of the Fund's
average net assets. As of February 1, 1999, Henderson also serves as subadviser
with respect to 50% of the net assets of Ivy International Small Companies Fund,
for which Henderson receives a fee from IMI that is equal, on an annual basis,
to .50% of that portion of the Fund's assets that Henderson manages. Henderson
is an indirect, wholly owned subsidiary of AMP Limited, an Australian life
insurance and financial services company located in New South Wales, Australia.
Ivy Global Natural Resources Fund pays IMI a monthly fee for providing
business management services at an annual rate of 0.50% of the Fund's average
net assets. For investment advisory services, Ivy Global Natural Resources Fund
pays MFC a monthly fee at an annual rate of 0.50% of its average net assets.
During the fiscal years ended December 31, 1997 and 1998, Ivy Global
Natural Resources Fund paid IMI fees of $32,056 and $20,977, respectively.
During the same periods, IMI reimbursed Fund expenses in the amount of $25,180
and $147,952, respectively. During the fiscal years ended December 31, 1997 and
1998, Ivy Global Natural Resources Fund paid MFC fees of $32,056 and $20,977,
respectively.
Each other Fund pays IMI a monthly fee for providing business
management and investment advisory services at an annual rate of 1.00% of the
Fund's average net assets.
During the fiscal years ended December 31, 1996, 1997 and 1998, Ivy
Global Fund paid IMI fees of $301,433, $383,981 and $275,958, respectively.
During the same periods, IMI reimbursed Fund expenses in the amount of $0, $0
and $98,102, respectively.
During the period from July 22, 1996 (commencement of operations) to
December 31, 1996, and during the fiscal years ended December 31, 1997 and 1998,
Ivy Global Science & Technology Fund paid IMI fees of $20,965, $229,616 and
$280,079, respectively. During the same periods, IMI reimbursed Fund expenses in
the amount of $14,813, $0 and $0, respectively.
During the period from May 13, 1997 (commencement of operations) to
December 31, 1997 and the fiscal year ended December 31, 1998, Ivy International
Fund II paid IMI fees of $413,862 and $1,356,028, respectively. During these
periods IMI reimbursed Fund expenses in the amount of $123,177 and $186,536,
respectively.
During the fiscal years ended December 31, 1997 and 1998, Ivy
International Small Companies Fund paid IMI fees of $28,799 and $34,504,
respectively. During these periods IMI reimbursed Fund expenses in the amount of
$28,799 and $134,787, respectively.
During the period from May 13, 1997 (commencement of operations) to
December 31, 1997 and the fiscal year ended December 31, 1998, Ivy Pan-Europe
Fund paid IMI fees of $1,974 and $43,978, respectively. During these periods IMI
reimbursed Fund expenses in the amount of $1,974 and $148,399, respectively.
Under the Agreements, the Trust pays the following expenses: (1) the
fees and expenses of the Trust's Independent Trustees; (2) the salaries and
expenses of any of the Trust's officers or employees who are not affiliated with
IMI; (3) interest expenses; (4) taxes and governmental fees, including any
original issue taxes or transfer taxes applicable to the sale or delivery of
shares or certificates therefor; (5) brokerage commissions and other expenses
incurred in acquiring or disposing of portfolio securities; (6) the expenses of
registering and qualifying shares for sale with the SEC and with various state
securities commissions; (7) accounting and legal costs; (8) insurance premiums;
(9) fees and expenses of the Trust's Custodian and Transfer Agent and any
related services; (10) expenses of obtaining quotations of portfolio securities
and of pricing shares; (11) expenses of maintaining the Trust's legal existence
and of shareholders' meetings; (12) expenses of preparation and distribution to
existing shareholders of periodic reports, proxy materials and prospectuses; and
(13) fees and expenses of membership in industry organizations.
IMI currently limits each Fund's total operating expenses (excluding
Rule 12b-1 fees, interest, taxes, brokerage commissions, litigation,
class-specific expenses, indemnification expenses, and extraordinary expenses)
to an annual rate of 1.95% of that Fund's average net assets, which may lower
each Fund's expenses and increase its yield.
The Agreements will continue in effect with respect to each Fund from
year to year, only so long as the continuance is specifically approved at least
annually (i) by the vote of a majority of the Independent Trustees and (ii)
either (a) by the vote of a majority of the outstanding voting securities (as
defined in the 1940 Act) of that Fund or (b) by the vote of a majority of the
entire Board. If the question of continuance of the Agreement (or adoption of
any new agreement) is presented to the shareholders, continuance (or adoption)
shall be effected with respect to each Fund only if approved by the affirmative
vote of a majority of the outstanding voting securities of that Fund. See
"Capitalization and Voting Rights."
The Agreements may be terminated with respect to each Fund at any time,
without payment of any penalty, by the vote of a majority of the Board, or by a
vote of a majority of the outstanding voting securities of a Fund, on 60 days'
written notice to IMI, or by IMI on 60 days' written notice to the Trust. Each
Agreement shall terminate automatically in the event of its assignment.
DISTRIBUTION SERVICES
IMDI, a wholly owned subsidiary of MIMI, serves as the exclusive
distributor of each Fund's shares pursuant to an Amended and Restated
Distribution Agreement with the Trust dated March 16, 1999, as amended from time
to time (the "Distribution Agreement"). IMDI distributes shares of each Fund
through broker-dealers who are members of the National Association of Securities
Dealers, Inc. and who have executed dealer agreements with IMDI. IMDI
distributes shares of each Fund on a continuous basis, but reserves the right to
suspend or discontinue distribution on that basis. IMDI is not obligated to sell
any specific amount of Fund shares.
Each Fund has authorized IMDI to accept on its behalf purchase and
redemption orders. IMDI is also authorized to designate other intermediaries to
accept purchase and redemption orders on each Fund's behalf. Each Fund will be
deemed to have received a purchase or redemption order when an authorized
intermediary or, if applicable, an intermediary's authorized designee, accepts
the order. Client orders will be priced at each Fund's Net Asset Value next
computed after an authorized intermediary or the intermediary's authorized
designee accepts them.
Under the Distribution Agreement, each Fund bears, among other
expenses, the expenses of registering and qualifying its shares for sale under
Federal and state securities laws and preparing and distributing to existing
shareholders periodic reports, proxy materials and prospectuses.
The Distribution Agreement will continue in effect for successive
one-year periods, provided that such continuance is specifically approved at
least annually by the vote of a majority of the Independent Trustees, cast in
person at a meeting called for that purpose and by the vote of either a majority
of the entire Board or a majority of the outstanding voting securities of each
Fund. The Distribution Agreement may be terminated with respect to any Fund at
any time, without payment of any penalty, by IMDI on 60 days' written notice to
the Fund or by a Fund by vote of either a majority of the outstanding voting
securities of the Fund or a majority of the Independent Trustees on 60 days'
written notice to IMDI. The Distribution Agreement shall terminate automatically
in the event of its assignment.
If the Distribution Agreement is terminated (or not renewed) with
respect to any of the Ivy funds (or class of shares thereof), it may continue in
effect with respect to any other fund (or class of shares thereof) as to which
it has not been terminated (or has been renewed).
RULE 18F-3 PLAN. On February 23, 1995, the SEC adopted Rule 18f-3 under
the 1940 Act, which permits a registered open-end investment company to issue
multiple classes of shares in accordance with a written plan approved by the
investment company's board of directors/trustees and filed with the SEC. The
Board has adopted a Rule 18f-3 plan on behalf of each Fund. The key features of
the Rule 18f-3 plan are as follows: (i) shares of each class of each Fund
represent an equal pro rata interest in that Fund and generally have identical
voting, dividend, liquidation, and other rights, preferences, powers,
restrictions, limitations, qualifications, terms and conditions, except that
each class bears certain class-specific expenses and has separate voting rights
on certain matters that relate solely to that class or in which the interests of
shareholders of one class differ from the interests of shareholders of another
class; (ii) subject to certain limitations described in the Prospectus, shares
of a particular class of each Fund may be exchanged for shares of the same class
of another Ivy fund; and (iii) each Fund's Class B shares will convert
automatically into Class A shares of that Fund after a period of eight years,
based on the relative net asset value of such shares at the time of conversion.
CUSTODIAN
Pursuant to a Custodian Agreement with the Trust, Brown Brothers
Harriman & Co. (the "Custodian"), a private bank and member of the principal
securities exchanges, located at 40 Water Street, Boston, Massachusetts 02109
(the "Custodian"), maintains custody of the assets of each Fund held in the
United States. Rules adopted under the 1940 Act permit the Trust to maintain its
foreign securities and cash in the custody of certain eligible foreign banks and
securities depositories. Pursuant to those rules, the Custodian has entered into
subcustodial agreements for the holding of each Fund's foreign securities. With
respect to each Fund, the Custodian may receive, as partial payment for its
services to each Fund, a portion of the Trust's brokerage business, subject to
its ability to provide best price and execution.
FUND ACCOUNTING SERVICES
Pursuant to a Fund Accounting Services Agreement, MIMI provides certain
accounting and pricing services for each Fund. As compensation for those
services, each Fund pays MIMI a monthly fee plus out-of-pocket expenses as
incurred. The monthly fee is based upon the net assets of the Fund at the
preceding month end at the following rates: $1,250 when net assets are $10
million and under; $2,500 when net assets are over $10 million to $40 million;
$5,000 when net assets are over $40 million to $75 million; and $6,500 when net
assets are over $75 million.
During the fiscal year ended December 31, 1998, Ivy Global Fund paid
MIMI $37,768 under the agreement.
During the fiscal year ended December 31, 1998, Ivy Global Natural
Resources Fund paid MIMI $19,850 under the agreement.
During the fiscal year ended December 31, 1998, Ivy Global Science &
Technology Fund paid MIMI $38,210 under the agreement.
During the fiscal year ended December 31, 1998, Ivy International Fund
II paid MIMI $101,019 under the agreement.
During the fiscal year ended December 31, 1998, Ivy International Small
Companies Fund paid MIMI $20,384 under the agreement.
During the fiscal year ended December 31, 1998, Ivy Pan-Europe Fund
paid MIMI $19,820 under the agreement.
TRANSFER AGENT AND DIVIDEND PAYING AGENT
Pursuant to a Transfer Agency and Shareholder Service Agreement, IMSC,
a wholly owned subsidiary of MIMI, is the transfer agent for each Fund. Under
the Agreement, each Fund pays a monthly fee at an annual rate of $20.00 for each
open Class A, Class B, Class C, and Advisor Class account. Each Fund with Class
I shares pays a monthly fee at an annual rate of $10.25 per open Class I
account. In addition, each Fund pays a monthly fee at an annual rate of $4.58
per account that is closed plus certain out-of-pocket expenses. Such fees and
expenses for the fiscal year ended December 31, 1998 for Ivy Global Fund totaled
$74,574. Such fees and expenses for the fiscal year ended December 31, 1998 for
Ivy Global Natural Resources Fund totaled $17,966. Such fees and expenses for
the fiscal year ended December 31, 1998 for Ivy Global Science & Technology Fund
totaled $63,868. Such fees and expenses for the fiscal year ended December 31,
1998 for Ivy International Fund II totaled $316,274. Such fees and expenses for
the fiscal year ended December 31, 1998 for Ivy International Small Companies
Fund totaled $11,287. Such fees and expenses for the fiscal year ended December
31, 1998 for Ivy Pan-Europe Fund totaled $8,191. Certain broker-dealers that
maintain shareholder accounts with each Fund through an omnibus account provide
transfer agent and other shareholder-related services that would otherwise be
provided by IMSC if the individual accounts that comprise the omnibus account
were opened by their beneficial owners directly. IMSC pays such broker-dealers a
per account fee for each open account within the omnibus account, or a fixed
rate (e.g., 0.10%) fee, based on the average daily net asset value of the
omnibus account (or a combination thereof).
ADMINISTRATOR
Pursuant to an Administrative Services Agreement, MIMI provides certain
administrative services to each Fund. As compensation for these services, each
Fund pays MIMI a monthly fee at the annual rate of 0.10% of the Fund's average
daily net asset value of its Class A, Class B, Class C, and Advisor Class
shares. Each Fund with Class I shares pays MIMI a monthly fee at the annual rate
of 0.01% of its average daily net assets for Class I. Such fees for the fiscal
year ended December 31, 1998 for Ivy Global Fund totaled $27,596. Such fees for
the fiscal year ended December 31, 1998 for Ivy Global Natural Resources Fund
totaled $4,196. Such fees for the fiscal year ended December 31, 1998 for Ivy
Global Science & Technology Fund totaled $28,008. Such fees for the fiscal year
ended December 31, 1998 for Ivy International Fund II totaled $135,329. Such
fees for the fiscal year ended December 31, 1998 for Ivy International Small
Companies Fund totaled $3,450. Such fees for the fiscal year ended December 31,
1998 for Ivy Pan-Europe Fund totaled $4,398.
AUDITORS
PricewaterhouseCoopers LLP, independent public accountants, has been
selected as auditors for the Trust. The audit services performed by
PricewaterhouseCoopers LLP include audits of the annual financial statements of
each of the funds of the Trust. Other services provided principally relate to
filings with the SEC and the preparation of the funds' tax returns.
BROKERAGE ALLOCATION
Subject to the overall supervision of the President and the Board, IMI
(or for Global Natural Resources Fund, MFC) places orders for the purchase and
sale of each Fund's portfolio securities. All portfolio transactions are
effected at the best price and execution obtainable. Purchases and sales of debt
securities are usually principal transactions and therefore, brokerage
commissions are usually not required to be paid by the Funds for such purchases
and sales (although the price paid generally includes undisclosed compensation
to the dealer). The prices paid to underwriters of newly-issued securities
usually include a concession paid by the issuer to the underwriter, and
purchases of after-market securities from dealers normally reflect the spread
between the bid and asked prices. In connection with OTC transactions, IMI (or
MFC) attempts to deal directly with the principal market makers, except in those
circumstances where IMI (or MFC) believes that a better price and execution are
available elsewhere.
IMI (or MFC) selects broker-dealers to execute transactions and
evaluates the reasonableness of commissions on the basis of quality, quantity,
and the nature of the firms' professional services. Commissions to be charged
and the rendering of investment services, including statistical, research, and
counseling services by brokerage firms, are factors to be considered in the
placing of brokerage business. The types of research services provided by
brokers may include general economic and industry data, and information on
securities of specific companies. Research services furnished by brokers through
whom the Trust effects securities transactions may be used by IMI (or MFC) in
servicing all of its accounts. In addition, not all of these services may be
used by IMI (or MFC) in connection with the services it provides to the Fund or
the Trust. IMI (or MFC) may consider sales of shares of Ivy funds as a factor in
the selection of broker-dealers and may select broker-dealers who provide it
with research services. IMI (or MFC) will not, however, execute brokerage
transactions other than at the best price and execution.
During the fiscal years ended December 31, 1996, 1997 and 1998, Ivy
Global Fund paid brokerage commissions of $90,904, $123,985 and $76,661,
respectively.
During the fiscal years ended December 31, 1997 and 1998, Ivy Global
Natural Resources Fund paid brokerage commissions of $128,646 and $49,752,
respectively.
During the period from July 22, 1996 (commencement of operations) to
December 31, 1996, and during the fiscal years ended December 31, 1997 and 1998,
Ivy Global Science & Technology Fund paid brokerage commissions of $37,065,
$99,546 and $110,302, respectively.
During the period from May 13, 1997 (commencement of operations) to
December 31, 1997, and the fiscal year ended December 31, 1998, Ivy
International Fund II paid brokerage commissions of $332,022 and $225,584,
respectively.
During the fiscal years ended December 31, 1997 and 1998, Ivy
International Small Companies Fund paid brokerage commission of $14,913 and
$5,087, respectively.
During the period from May 13, 1997 (commencement of operations) to
December 31, 1997, and the fiscal year ended December 31, 1998, Ivy Pan-Europe
Fund paid brokerage commissions of $491 and $11,639, respectively.
Each Fund may, under some circumstances, accept securities in lieu of
cash as payment for Fund shares. Each Fund will accept securities only to
increase its holdings in a portfolio security or to take a new portfolio
position in a security that IMI (or MFC) deems to be a desirable investment for
each Fund. While no minimum has been established, it is expected that each Fund
will not accept securities having an aggregate value of less than $1 million.
The Trust may reject in whole or in part any or all offers to pay for any Fund
shares with securities and may discontinue accepting securities as payment for
any Fund shares at any time without notice. The Trust will value accepted
securities in the manner and at the same time provided for valuing portfolio
securities of each Fund, and each Fund shares will be sold for net asset value
determined at the same time the accepted securities are valued. The Trust will
only accept securities delivered in proper form and will not accept securities
subject to legal restrictions on transfer. The acceptance of securities by the
Trust must comply with the applicable laws of certain states.
CAPITALIZATION AND VOTING RIGHTS
The capitalization of the Trust consists of an unlimited number of
shares of beneficial interest (no par value per share). When issued, shares of
each class of each Fund are fully paid, non-assessable, redeemable and fully
transferable. No class of shares of any Fund has preemptive rights or
subscription rights.
The Amended and Restated Declaration of Trust permits the Trustees to
create separate series or portfolios and to divide any series or portfolio into
one or more classes. The Trustees have authorized nineteen series, each of which
represents a fund. The Trustees have further authorized the issuance of Class A,
Class B, and Class C shares for Ivy International Fund and Ivy Money Market Fund
and Class A, Class B, Class C and Advisor Class shares for Ivy Asia Pacific
Fund, Ivy Bond Fund, Ivy China Region Fund, Ivy Developing Nations Fund, Ivy
European Opportunities Fund, Ivy Global Fund, Ivy Global Natural Resources Fund,
Ivy Global Science & Technology Fund, Ivy Growth Fund, Ivy Growth with Income
Fund, Ivy International Fund II, Ivy International Small Companies Fund, Ivy
International Strategic Bond Fund, Ivy Pan-Europe Fund, Ivy South America Fund,
Ivy US Blue Chip Fund, and Ivy US Emerging Growth Fund, as well as Class I
shares for Ivy Bond Fund, Ivy European Opportunities Fund, Ivy Global Science &
Technology Fund, Ivy International Fund II, Ivy International Fund, Ivy
International Small Companies Fund, Ivy International Strategic Bond Fund, and
Ivy US Blue Chip Fund.
Shareholders have the right to vote for the election of Trustees of the
Trust and on any and all matters on which they may be entitled to vote by law or
by the provisions of the Trust's By-Laws. The Trust is not required to hold a
regular annual meeting of shareholders, and it does not intend to do so. Shares
of each class of each Fund entitle their holders to one vote per share (with
proportionate voting for fractional shares). Shareholders of each Fund are
entitled to vote alone on matters that only affect that Fund. All classes of
shares of each Fund will vote together, except with respect to the distribution
plan applicable to the Fund's Class A, Class B or Class C shares or when a class
vote is required by the 1940 Act. On matters relating to all funds of the Trust,
but affecting the funds differently, separate votes by the shareholders of each
fund are required. Approval of an investment advisory agreement and a change in
fundamental policies would be regarded as matters requiring separate voting by
the shareholders of each fund of the Trust. If the Trustees determine that a
matter does not affect the interests of a Fund, then the shareholders of that
Fund will not be entitled to vote on that matter. Matters that affect the Trust
in general, such as ratification of the selection of independent public
accountants, will be voted upon collectively by the shareholders of all funds of
the Trust.
As used in this SAI and the Prospectus, the phrase "majority vote of
the outstanding shares" of a Fund means the vote of the lesser of: (1) 67% of
the shares of that Fund (or of the Trust) present at a meeting if the holders of
more than 50% of the outstanding shares are present in person or by proxy; or
(2) more than 50% of the outstanding shares of that Fund (or of the Trust).
With respect to the submission to shareholder vote of a matter
requiring separate voting by a Fund, the matter shall have been effectively
acted upon with respect to that Fund if a majority of the outstanding voting
securities of the Fund votes for the approval of the matter, notwithstanding
that: (1) the matter has not been approved by a majority of the outstanding
voting securities of any other fund of the Trust; or (2) the matter has not been
approved by a majority of the outstanding voting securities of the Trust.
The Amended and Restated Declaration of Trust provides that the holders
of not less than two-thirds of the outstanding shares of the Trust may remove a
person serving as trustee either by declaration in writing or at a meeting
called for such purpose. The Trustees are required to call a meeting for the
purpose of considering the removal of a person serving as Trustee if requested
in writing to do so by the holders of not less than 10% of the outstanding
shares of the Trust. Shareholders will be assisted in communicating with other
shareholders in connection with the removal of a Trustee as if Section 26(c) of
the Act were applicable.
The Trust's shares do not have cumulative voting rights and accordingly
the holders of more than 50% of the outstanding shares could elect the entire
Board, in which case the holders of the remaining shares would not be able to
elect any Trustees.
Under Massachusetts law, the Trust's shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Amended and Restated Declaration of Trust disclaims liability of
the shareholders, Trustees or officers of the Trust for acts or obligations of
the Trust, which are binding only on the assets and property of the Trust, and
requires that notice of the disclaimer be given in each contract or obligation
entered into or executed by the Trust or its Trustees. The Amended and Restated
Declaration of Trust provides for indemnification out of Fund property for all
loss and expense of any shareholder of any Fund held personally liable for the
obligations of that Fund. The risk of a shareholder of the Trust incurring
financial loss on account of shareholder liability is limited to circumstances
in which the Trust itself would be unable to meet its obligations and, thus,
should be considered remote. No series of the Trust is liable for the
obligations of any other series of the Trust.
SPECIAL RIGHTS AND PRIVILEGES
The Trust offers, and (except as noted below) bears the cost of
providing, to investors the following rights and privileges. The Trust reserves
the right to amend or terminate any one or more of these rights and privileges.
Notice of amendments to or terminations of rights and privileges will be
provided to shareholders in accordance with applicable law.
Certain of the rights and privileges described below refer to funds,
other than the Funds, whose shares are also distributed by IMDI. These funds
are: Ivy Asia Pacific Fund, Ivy Bond Fund, Ivy China Region Fund, Ivy Developing
Nations Fund, Ivy Growth Fund, Ivy Growth with Income Fund, Ivy International
Fund, Ivy International Strategic Bond Fund, Ivy Money Market Fund, Ivy South
America Fund, Ivy US Blue Chip Fund, and Ivy US Emerging Growth Fund (the other
twelve series of the Trust). (Effective April 18, 1997, Ivy International Fund
suspended the offer of its shares to new investors). Shareholders should obtain
a current prospectus before exercising any right or privilege that may relate to
these funds.
AUTOMATIC INVESTMENT METHOD
The Automatic Investment Method, which enables a Fund shareholder to
have specified amounts automatically drawn each month from his or her bank for
investment in Fund shares, is available for all classes of shares except Class
I. The minimum initial and subsequent investment under this method is $250 per
month (except in the case of a tax qualified retirement plan for which the
minimum initial and subsequent investment is $25 per month). A shareholder may
terminate the Automatic Investment Method at any time upon delivery to Ivy
Mackenzie Services Corp. ("IMSC") of telephone instructions or written notice.
See "Automatic Investment Method" in the Prospectus. To begin the plan, complete
Sections 6A and 7B of the Account Application.
EXCHANGE OF SHARES
As described in the Prospectus, shareholders of each Fund have an
exchange privilege with other Ivy funds (except Ivy International Fund unless
they have an existing Ivy International Fund account). Before effecting an
exchange, shareholders of a Fund should obtain and read the currently effective
prospectus for the Ivy fund into which the exchange is to be made.
Advisor Class shareholders may exchange their outstanding Advisor Class
shares for Advisor Class shares of another Ivy Fund on the basis of the relative
net asset value per share. The minimum value of Advisor Class shares which may
be exchanged into an Ivy fund in which shares are not already held is $10,000.
No exchange out of any Fund (other than by a complete exchange of all Fund
shares) may be made if it would reduce the shareholder's interest in the Advisor
Class shares of that Fund to less than $10,000.
Each exchange will be made on the basis of the relative net asset value
per share of the Ivy funds involved in the exchange next computed following
receipt by IMSC of telephone instructions by IMSC or a properly executed
request. Exchanges, whether written or telephonic, must be received by IMSC by
the close of regular trading on the Exchange (normally 4:00 p.m., eastern time)
to receive the price computed on the day of receipt. Exchange requests received
after that time will receive the price next determined following receipt of the
request. The exchange privilege may be modified or terminated at any time, upon
at least 60 days' notice to the extent required by applicable law. See
"Redemptions."
An exchange of shares between any of the Ivy funds will result in a
taxable gain or loss. Generally, this will be a capital gain or loss (long-term
or short-term, depending on the holding period of the shares) in the amount of
the difference between the net asset value of the shares surrendered and the
shareholder's tax basis for those shares. However, in certain circumstances,
shareholders will be ineligible to take sales charges into account in computing
taxable gain or loss on an exchange. See "Taxation."
With limited exceptions, gain realized by a tax-deferred retirement
plan will not be taxable to the plan and will not be taxed to the participant
until distribution. Each investor should consult his or her tax adviser
regarding the tax consequences of an exchange transaction.
RETIREMENT PLANS
Shares may be purchased in connection with several types of
tax-deferred retirement plans. Shares of more than one fund distributed by IMDI
may be purchased in a single application establishing a single account under the
plan, and shares held in such an account may be exchanged among the Ivy funds in
accordance with the terms of the applicable plan and the exchange privilege
available to all shareholders. Initial and subsequent purchase payments in
connection with tax-deferred retirement plans must be at least $25 per
participant.
The following fees will be charged to individual shareholder accounts
as described in the retirement prototype plan document:
Retirement Plan New Account Fee no fee
Retirement Plan Annual Maintenance Fee $10.00 per fund account
For shareholders whose retirement accounts are diversified across
several Ivy funds, the annual maintenance fee will be limited to not more than
$20.
The following discussion describes the tax treatment of certain
tax-deferred retirement plans under current Federal income tax law. State income
tax consequences may vary. An individual considering the establishment of a
retirement plan should consult with an attorney and/or an accountant with
respect to the terms and tax aspects of the plan.
INDIVIDUAL RETIREMENT ACCOUNTS: Shares of each Fund may be used as a
funding medium for an Individual Retirement Account ("IRA"). Eligible
individuals may establish an IRA by adopting a model custodial account available
from IMSC, who may impose a charge for establishing the account. Individuals
should consult their tax advisers before investing IRA assets in an Ivy fund if
that fund primarily distributes exempt-interest dividends.
An individual who has not reached age 70-1/2 and who receives
compensation or earned income is eligible to contribute to an IRA, whether or
not he or she is an active participant in a retirement plan. An individual who
receives a distribution from another IRA, a qualified retirement plan, a
qualified annuity plan or a tax-sheltered annuity or custodial account ("403(b)
plan") that qualifies for "rollover" treatment is also eligible to establish an
IRA by rolling over the distribution either directly or within 60 days after its
receipt. Tax advice should be obtained in connection with planning a rollover
contribution to an IRA.
In general, an eligible individual may contribute up to the lesser of
$2,000 or 100% of his or her compensation or earned income to an IRA each year.
If a husband and wife are both employed, and both are under age 70-1/2, each may
set up his or her own IRA within these limits. If both earn at least $2,000 per
year, the maximum potential contribution is $4,000 per year for both. For years
after 1996, the result is similar even if one spouse has no earned income; if
the joint earned income of the spouses is at least $4,000, a contribution of up
to $2,000 may be made to each spouse's IRA. Rollover contributions are not
subject to these limits.
An individual may deduct his or her annual contributions to an IRA in
computing his or her Federal income tax within the limits described above,
provided he or she (or his or her spouse, if they file a joint Federal income
tax return) is not an active participant in a qualified retirement plan (such as
a qualified corporate, sole proprietorship, or partnership pension, profit
sharing, 401(k) or stock bonus plan), qualified annuity plan, 403(b) plan,
simplified employee pension, or governmental plan. If he or she (or his or her
spouse) is an active participant, whether the individual's contribution to an
IRA is fully deductible, partially deductible or not deductible depends on (i)
adjusted gross income and (ii) whether it is the individual or the individual's
spouse who is an active participant, in the case of married individuals filing
jointly. Contributions may be made up to the maximum permissible amount even if
they are not deductible. Rollover contributions are not includable in income for
Federal income tax purposes and therefore are not deductible from it.
Generally, earnings on an IRA are not subject to current Federal income
tax until distributed. Distributions attributable to tax-deductible
contributions and to IRA earnings are taxed as ordinary income. Distributions of
non-deductible contributions are not subject to Federal income tax. In general,
distributions from an IRA to an individual before he or she reaches age 59-1/2
are subject to a nondeductible penalty tax equal to 10% of the taxable amount of
the distribution. The 10% penalty tax does not apply to amounts withdrawn from
an IRA after the individual reaches age 59-1/2, becomes disabled or dies, or if
withdrawn in the form of substantially equal payments over the life or life
expectancy of the individual and his or her designated beneficiary, if any, or
rolled over into another IRA, amounts withdrawn and used to pay for deductible
medical expenses and amounts withdrawn by certain unemployed individuals not in
excess of amounts paid for certain health insurance premiums, amounts used to
pay certain qualified higher education expenses, and amounts used within 120
days of the date the distribution is received to pay for certain first-time
homebuyer expenses. Distributions must begin to be withdrawn not later than
April 1 of the calendar year following the calendar year in which the individual
reaches age 70-1/2. Failure to take certain minimum required distributions will
result in the imposition of a 50% non-deductible penalty tax.
ROTH IRAS: Shares of each Fund also may be used as a funding medium for
a Roth Individual Retirement Account ("Roth IRA"). A Roth IRA is similar in
numerous ways to the regular (traditional) IRA, described above. Some of the
primary differences are as follows.
A single individual earning below $95,000 can contribute up to $2,000
per year to a Roth IRA. The maximum contribution amount diminishes and gradually
falls to zero for single filers with adjusted gross incomes ranging from $95,000
to $110,000. Married couples earning less than $150,000 combined, and filing
jointly, can contribute a full $4,000 per year ($2,000 per IRA). The maximum
contribution amount for married couples filing jointly phases out from $150,000
to $160,000. An individual whose adjusted gross income exceeds the maximum
phase-out amount cannot contribute to a Roth IRA.
An eligible individual can contribute money to a traditional IRA and a
Roth IRA as long as the total contribution to all IRAs does not exceed $2,000.
Contributions to a Roth IRA are not deductible. Contributions to a Roth IRA may
be made even after the individual for whom the account is maintained has
attained age 70 1/2.
No distributions are required to be taken prior to the death of the
original account holder. If a Roth IRA has been established for a minimum of
five years, distributions can be taken tax-free after reaching age 59 1/2, for a
first-time home purchase ($10,000 maximum, one time use), or upon death or
disability. All other distributions from a Roth IRA (other than the amount of
nondeductible contributions) are taxable and subject to a 10% tax penalty unless
an exception applies. Exceptions to the 10% penalty include: reaching age 59
1/2, death, disability, deductible medical expenses, the purchase of health
insurance for certain unemployed individual and qualified higher education
expenses.
An individual with an income of less than $100,000 (who is not married
filing separately) can roll his or her existing IRA into a Roth IRA. However,
the individual must pay taxes on the taxable amount in his or her traditional
IRA. After 1998, all taxes on such a rollover will have to be paid in the tax
year in which the rollover is made.
QUALIFIED PLANS: For those self-employed individuals who wish to
purchase shares of one or more Ivy funds through a qualified retirement plan, a
Custodial Agreement and a Retirement Plan are available from IMSC. The
Retirement Plan may be adopted as a profit sharing plan or a money purchase
pension plan. A profit sharing plan permits an annual contribution to be made in
an amount determined each year by the self-employed individual within certain
limits prescribed by law. A money purchase pension plan requires annual
contributions at the level specified in the Custodial Agreement. There is no
set-up fee for qualified plans and the annual maintenance fee is $20.00 per
account.
In general, if a self-employed individual has any common law employees,
employees who have met certain minimum age and service requirements must be
covered by the Retirement Plan. A self-employed individual generally must
contribute the same percentage of income for common law employees as for himself
or herself.
A self-employed individual may contribute up to the lesser of $30,000
or 25% of compensation or earned income to a money purchase pension plan or to a
combination profit sharing and money purchase pension plan arrangement each year
on behalf of each participant. To be deductible, total contributions to a profit
sharing plan generally may not exceed 15% of the total compensation or earned
income of all participants in the plan, and total contributions to a combination
money purchase-profit sharing arrangement generally may not exceed 25% of the
total compensation or earned income of all participants. The amount of
compensation or earned income of any one participant that may be included in
computing the deduction is limited (generally to $150,000 for benefits accruing
in plan years beginning after 1993, with annual inflation adjustments). A
self-employed individual's contributions to a retirement plan on his or her own
behalf must be deducted in computing his or her earned income.
Corporate employers may also adopt the Custodial Agreement and
Retirement Plan for the benefit of their eligible employees. Similar
contribution and deduction rules apply to corporate employers.
Distributions from the Retirement Plan generally are made after a
participant's separation from service. A 10% penalty tax generally applies to
distributions to an individual before he or she reaches age 59-1/2, unless the
individual (1) has reached age 55 and separated from service; (2) dies; (3)
becomes disabled; (4) uses the withdrawal to pay tax-deductible medical
expenses; (5) takes the withdrawal as part of a series of substantially equal
payments over his or her life expectancy or the joint life expectancy of himself
or herself and a designated beneficiary; or (6) rolls over the distribution.
The Transfer Agent will arrange for Investors Bank & Trust to furnish
custodial services to the employer and any participating employees.
DEFERRED COMPENSATION FOR PUBLIC SCHOOLS AND CHARITABLE ORGANIZATIONS
("403(B)(7) ACCOUNT"): Section 403(b)(7) of the Internal Revenue Code of 1986,
as amended (the "Code") permits public school systems and certain charitable
organizations to use mutual fund shares held in a custodial account to fund
deferred compensation arrangements with their employees. A custodial account
agreement is available for those employers whose employees wish to purchase
shares of the Trust in conjunction with such an arrangement. The special
application for a 403(b)(7) Account is available from IMSC.
Distributions from the 403(b)(7) Account may be made only following
death, disability, separation from service, attainment of age 59-1/2, or
incurring a financial hardship. A 10% penalty tax generally applies to
distributions to an individual before he or she reaches age 59-1/2, unless the
individual (1) has reached age 55 and separated from service; (2) dies or
becomes disabled; (3) uses the withdrawal to pay tax-deductible medical
expenses; (4) takes the withdrawal as part of a series of substantially equal
payments over his or her life expectancy or the joint life expectancy of himself
or herself and a designated beneficiary; or (5) rolls over the distribution.
There is no set-up fee for 403(b)(7) Accounts and the annual maintenance fee is
$20.00 per account.
SIMPLIFIED EMPLOYEE PENSION ("SEP") IRAS: An employer may deduct
contributions to a SEP up to the lesser of $30,000 or 15% of compensation. SEP
accounts generally are subject to all rules applicable to IRA accounts, except
the deduction limits, and are subject to certain employee participation
requirements. No new salary reduction SEPs ("SARSEPs") may be established after
1996, but existing SARSEPs may continue to be maintained, and non-salary
reduction SEPs may continue to be established as well as maintained after 1996.
SIMPLE PLANS: An employer may establish a SIMPLE IRA or a SIMPLE 401(k)
for years after 1996. An employee can make pre-tax salary reduction
contributions to a SIMPLE Plan, up to $6,000 a year (as indexed). Subject to
certain limits, the employer will either match a portion of employee
contributions, or will make a contribution equal to 2% of each employee's
compensation without regard to the amount the employee contributes. An employer
cannot maintain a SIMPLE Plan for its employees if the employer maintains or
maintained any other qualified retirement plan with respect to which any
contributions or benefits have been credited.
SYSTEMATIC WITHDRAWAL PLAN
A shareholder may establish a Systematic Withdrawal Plan (a "Withdrawal
Plan"), by telephone instructions or by delivery to IMSC of a written election
to have his or her shares withdrawn periodically (minimum distribution amount -
$250), accompanied by a surrender to IMSC of all share certificates then
outstanding in such shareholder's name, properly endorsed by the shareholder. To
be eligible to elect a Withdrawal Plan, a shareholder must continually maintain
an account balance of at least $10,000. A Withdrawal Plan may not be established
if the investor is currently participating in the Automatic Investment Method. A
Withdrawal Plan may involve the depletion of a shareholder's principal,
depending on the amount withdrawn.
A redemption under a Withdrawal Plan is a taxable event. Shareholders
contemplating participating in a Withdrawal Plan should consult their tax
advisers.
Additional investments made by investors participating in a Withdrawal
Plan must equal at least $250 each while the Withdrawal Plan is in effect.
An investor may terminate his or her participation in the Withdrawal
Plan at any time by delivering written notice to IMSC. If all shares held by the
investor are liquidated at any time, participation in the Withdrawal Plan will
terminate automatically. The Trust or IMSC may terminate the Withdrawal Plan
option at any time after reasonable notice to shareholders.
GROUP SYSTEMATIC INVESTMENT PROGRAM
Shares of each Fund may be purchased in connection with investment
programs established by employee or other groups using systematic payroll
deductions or other systematic payment arrangements. The Trust does not itself
organize, offer or administer any such programs. However, it may, depending upon
the size of the program, waive the minimum initial and additional investment
requirements for purchases by individuals in conjunction with programs organized
and offered by others. Unless shares of a Fund are purchased in conjunction with
IRAs (see "How to Buy Shares" in the Prospectus), such group systematic
investment programs are not entitled to special tax benefits under the Code. The
Trust reserves the right to refuse purchases at any time or suspend the offering
of shares in connection with group systematic investment programs, and to
restrict the offering of shareholder privileges, such as check writing,
simplified redemptions and other optional privileges, as described in the
Prospectus, to shareholders using group systematic investment programs.
With respect to each shareholder account established on or after
September 15, 1972 under a group systematic investment program, the Trust and
IMI each currently charge a maintenance fee of $3.00 (or portion thereof) that
for each twelve-month period (or portion thereof) that the account is
maintained. The Trust may collect such fee (and any fees due to IMI) through a
deduction from distributions to the shareholders involved or by causing on the
date the fee is assessed a redemption in each such shareholder account
sufficient to pay such fee. The Trust reserves the right to change these fees
from time to time without advance notice.
<PAGE>
REDEMPTIONS
Shares of each Fund are redeemed at their net asset value next
determined after a proper redemption request has been received by IMSC.
Unless a shareholder requests that the proceeds of any redemption be
wired to his or her bank account, payment for shares tendered for redemption is
made by check within seven days after tender in proper form, except that the
Trust reserves the right to suspend the right of redemption or to postpone the
date of payment upon redemption beyond seven days, (i) for any period during
which the Exchange is closed (other than customary weekend and holiday closings)
or during which trading on the Exchange is restricted, (ii) for any period
during which an emergency exists as determined by the SEC as a result of which
disposal of securities owned by a Fund is not reasonably practicable or it is
not reasonably practicable for a Fund to fairly determine the value of its net
assets, or (iii) for such other periods as the SEC may by order permit for the
protection of shareholders of any Fund.
The Trust may redeem those Advisor Class accounts of shareholders who
have maintained an investment of less than $10,000 in any Fund for a period of
more than 12 months. All Advisor Class accounts below that minimum will be
redeemed simultaneously when MIMI deems it advisable. The $10,000 balance will
be determined by actual dollar amounts invested by the shareholder, unaffected
by market fluctuations. The Trust will notify any such shareholder by certified
mail of its intention to redeem such account, and the shareholder shall have 60
days from the date of such letter to invest such additional sums as shall raise
the value of such account above that minimum. Should the shareholder fail to
forward such sum within 60 days of the date of the Trust's letter of
notification, the Trust will redeem the shares held in such account and transmit
the redemption in value thereof to the shareholder. However, those shareholders
who are investing pursuant to the Automatic Investment Method will not be
redeemed automatically unless they have ceased making payments pursuant to the
plan for a period of at least six consecutive months, and these shareholders
will be given six-months' notice by the Trust before such redemption.
Shareholders in a qualified retirement, pension or profit sharing plan who wish
to avoid tax consequences must "rollover" any sum so redeemed into another
qualified plan within 60 days. The Trustees of the Trust may change the minimum
account size.
If a shareholder has given authorization for telephonic redemption
privilege, shares can be redeemed and proceeds sent by Federal wire to a single
previously designated bank account. Delivery of the proceeds of a wire
redemption request of $250,000 or more may be delayed by a Fund for up to seven
days if deemed appropriate under then-current market conditions. The Trust
reserves the right to change this minimum or to terminate the telephonic
redemption privilege without prior notice. The Trust cannot be responsible for
the efficiency of the Federal wire system of the shareholder's dealer of record
or bank. The shareholder is responsible for any charges by the shareholder's
bank.
Each Fund employs reasonable procedures that require personal
identification prior to acting on redemption or exchange instructions
communicated by telephone to confirm that such instructions are genuine. In the
absence of such instructions, a Fund may be liable for any losses due to
unauthorized or fraudulent telephone instructions.
NET ASSET VALUE
The net asset value per share of each Fund is computed by dividing the
value of that Fund's aggregate net assets (i.e., its total assets less its
liabilities) by the number of the Fund's shares outstanding. For purposes of
determining each Fund's aggregate net assets, receivables are valued at their
realizable amounts. Each Fund's liabilities, if not identifiable as belonging to
a particular class of the Fund, are allocated among the Fund's several classes
based on their relative net asset size. Liabilities attributable to a particular
class are charged to that class directly. The total liabilities for a class are
then deducted from the class's proportionate interest in the Fund's assets, and
the resulting amount is divided by the number of shares of the class outstanding
to produce its net asset value per share.
A security listed or traded on a recognized stock exchange or The
Nasdaq Stock Market, Inc. ("Nasdaq") is valued at the security's last sale price
on the exchange on which the security is principally traded. If no sale is
reported at that time, the average between the last bid and asked price (the
"Calculated Mean") is used. Unless otherwise noted herein, the value of a
foreign security is determined in its national currency as of the normal close
of trading on the foreign exchange on which it is traded or as of the close of
regular trading on the Exchange, if that is earlier, and that value is then
converted into its U.S. dollar equivalent at the foreign exchange rate in effect
at noon, eastern time, on the day the value of the foreign security is
determined. All other securities for which OTC market quotations are readily
available are valued at the Calculated Mean.
A debt security normally is valued on the basis of quotes obtained from
at least two dealers (or one dealer who has made a market in the security) or
pricing services that take into account appropriate valuation factors. Interest
is accrued daily. Money market instruments are valued at amortized cost, which
the Board believes approximates market value.
An exchange-traded option is valued at the last sale price on the
exchange on which it is principally traded, if available, and otherwise is
valued at the last sale price on the other exchange(s). If there were no sales
on any exchange, the option shall be valued at the Calculated Mean, if possible,
and otherwise at the last offering price, in the case of a written option, and
the last bid price, in the case of a purchased option. An OTC option is valued
at the last offering price, in the case of a written option, and the last bid
price, in the case of a purchased option. Exchange listed and widely-traded OTC
futures (and options thereon) are valued at the most recent settlement price.
Securities and other assets for which market prices are not readily
available are priced at their "fair value" as determined by IMI in accordance
with procedures approved by the Board. Trading in securities on many foreign
securities exchanges is normally completed before the close of regular trading
on the Exchange. Trading on foreign exchanges may not take place on all days on
which there is regular trading on the Exchange, or may take place on days on
which there is no regular trading on the Exchange (e.g., any of the national
business holidays identified below). If events materially affecting the value of
a Fund's portfolio securities occur between the time when a foreign exchange
closes and the time when that Fund's net asset value is calculated (see
following paragraph), such securities may be valued at fair value as determined
by IMI and approved by the Board.
Portfolio securities are valued (and net asset value per share is
determined) as of the close of regular trading on the Exchange (normally 4:00
p.m., eastern time) on each day the Exchange is open for trading. The Exchange
and the Trust's offices are expected to be closed, and net asset value will not
be calculated, on the following national business holidays: New Year's Day,
Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. On those days
when either or both of a Fund's Custodian or the Exchange close early as a
result of a partial holiday or otherwise, the Trust reserves the right to
advance the time on that day by which purchase and redemption requests must be
received.
The number of shares you receive when you place a purchase order, and
the payment you receive after submitting a redemption request, is based on each
Fund's net asset value next determined after your instructions are received in
proper form by IMSC or by your registered securities dealer. Since each Fund
invests in securities that are listed on foreign exchanges that may trade on
weekends or other days when the Funds do not price their shares, each Fund's net
asset value may change on days when shareholders will not be able to purchase or
redeem that Fund's shares. The sale of each Fund's shares will be suspended
during any period when the determination of its net asset value is suspended
pursuant to rules or orders of the SEC and may be suspended by the Board
whenever in its judgment it is in a Fund's best interest to do so.
TAXATION
The following is a general discussion of certain tax rules thought to
be applicable with respect to each Fund. It is merely a summary and is not an
exhaustive discussion of all possible situations or of all potentially
applicable taxes. Accordingly, shareholders and prospective shareholders should
consult a competent tax adviser about the tax consequences to them of investing
in any Fund.
Each Fund intends to be taxed as a regulated investment company under
Subchapter M of the Code. Accordingly, each Fund must, among other things, (a)
derive in each taxable year at least 90% of its gross income from dividends,
interest, payments with respect to certain securities loans, and gains from the
sale or other disposition of stock, securities or foreign currencies, or other
income derived with respect to its business of investing in such stock,
securities or currencies; and (b) diversify its holdings so that, at the end of
each fiscal quarter, (i) at least 50% of the market value of the Fund's assets
is represented by cash, U.S. Government securities, the securities of other
regulated investment companies and other securities, with such other securities
limited, in respect of any one issuer, to an amount not greater than 5% of the
value of the Fund's total assets and 10% of the outstanding voting securities of
such issuer, and (ii) not more than 25% of the value of its total assets is
invested in the securities of any one issuer (other than U.S. Government
securities and the securities of other regulated investment companies).
As a regulated investment company, each Fund generally will not be
subject to U.S. Federal income tax on its income and gains that it distributes
to shareholders, if at least 90% of its investment company taxable income (which
includes, among other items, dividends, interest and the excess of any
short-term capital gains over long-term capital losses) for the taxable year is
distributed. Each Fund intends to distribute all such income.
Amounts not distributed on a timely basis in accordance with a calendar
year distribution requirement are subject to a nondeductible 4% excise tax at
the Fund level. To avoid the tax, each Fund must distribute during each calendar
year, (1) at least 98% of its ordinary income (not taking into account any
capital gains or losses) for the calendar year (2) at least 98% of its capital
gains in excess of its capital losses (adjusted for certain ordinary losses) for
a one-year period generally ending on October 31 of the calendar year, and (3)
all ordinary income and capital gains for previous years that were not
distributed during such years. To avoid application of the excise tax, each Fund
intends to make distributions in accordance with the calendar year distribution
requirements. A distribution will be treated as paid on December 31 of the
current calendar year if it is declared by a Fund in October, November or
December of the year with a record date in such a month and paid by the Fund
during January of the following year. Such distributions will be taxable to
shareholders in the calendar year the distributions are declared, rather than
the calendar year in which the distributions are received.
OPTIONS, FUTURES AND FOREIGN CURRENCY FORWARD CONTRACTS
The taxation of equity options and OTC options on debt securities is
governed by Code section 1234. Pursuant to Code section 1234, the premium
received by each Fund for selling a put or call option is not included in income
at the time of receipt. If the option expires, the premium is short-term capital
gain to the Fund. If a Fund enters into a closing transaction, the difference
between the amount paid to close out its position and the premium received is
short-term capital gain or loss. If a call option written by a Fund is
exercised, thereby requiring the Fund to sell the underlying security, the
premium will increase the amount realized upon the sale of such security and any
resulting gain or loss will be a capital gain or loss, and will be long-term or
short-term depending upon the holding period of the security. With respect to a
put or call option that is purchased by a Fund, if the option is sold, any
resulting gain or loss will be a capital gain or loss, and will be long-term or
short-term, depending upon the holding period of the option. If the option
expires, the resulting loss is a capital loss and is long-term or short-term,
depending upon the holding period of the option. If the option is exercised, the
cost of the option, in the case of a call option, is added to the basis of the
purchased security and, in the case of a put option, reduces the amount realized
on the underlying security in determining gain or loss.
Some of the options, futures and foreign currency forward contracts in
which each Fund may invest may be "section 1256 contracts." Gains (or losses) on
these contracts generally are considered to be 60% long-term and 40% short-term
capital gains or losses; however, as described below, foreign currency gains or
losses arising from certain section 1256 contracts are ordinary in character.
Also, section 1256 contracts held by each Fund at the end of each taxable year
(and on certain other dates prescribed in the Code) are "marked-to-market" with
the result that unrealized gains or losses are treated as though they were
realized.
The transactions in options, futures and forward contracts undertaken
by each Fund may result in "straddles" for Federal income tax purposes. The
straddle rules may affect the character of gains or losses realized by each
Fund. In addition, losses realized by each Fund on positions that are part of a
straddle may be deferred under the straddle rules, rather than being taken into
account in calculating the taxable income for the taxable year in which such
losses are realized. Because only a few regulations implementing the straddle
rules have been promulgated, the consequences of such transactions to each Fund
are not entirely clear. The straddle rules may increase the amount of short-term
capital gain realized by each Fund, which is taxed as ordinary income when
distributed to shareholders.
Each Fund may make one or more of the elections available under the
Code which are applicable to straddles. If a Fund makes any of the elections,
the amount, character and timing of the recognition of gains or losses from the
affected straddle positions will be determined under rules that vary according
to the election(s) made. The rules applicable under certain of the elections may
operate to accelerate the recognition of gains or losses from the affected
straddle positions.
Because application of the straddle rules may affect the character of
gains or losses, defer losses and/or accelerate the recognition of gains or
losses from the affected straddle positions, the amount which must be
distributed to shareholders as ordinary income or long-term capital gain may be
increased or decreased substantially as compared to a fund that did not engage
in such transactions.
Notwithstanding any of the foregoing, each Fund may recognize gain (but
not loss) from a constructive sale of certain "appreciated financial positions"
if the Fund enters into a short sale, offsetting notional principal contract,
futures or forward contract transaction with respect to the appreciated position
or substantially identical property. Appreciated financial positions subject to
this constructive sale treatment are interests (including options, futures and
forward contracts and short sales) in stock, partnership interests, certain
actively traded trust instruments and certain debt instruments. Constructive
sale treatment of appreciated financial positions does not apply to certain
transactions closed in the 90-day period ending with the 30th day after the
close of a Fund's taxable year, if certain conditions are met.
CURRENCY FLUCTUATIONS -- "SECTION 988" GAINS OR LOSSES
Gains or losses attributable to fluctuations in exchange rates which
occur between the time a Fund accrues receivables or liabilities denominated in
a foreign currency and the time the Fund actually collects such receivables or
pays such liabilities generally are treated as ordinary income or ordinary loss.
Similarly, on disposition of some investments, including debt securities
denominated in a foreign currency and certain options, futures and forward
contracts, gains or losses attributable to fluctuations in the value of the
foreign currency between the date of acquisition of the security or contract and
the date of disposition also are treated as ordinary gain or loss. These gains
and losses, referred to under the Code as "section 988" gains or losses,
increase or decrease the amount of each Fund's investment company taxable income
available to be distributed to its shareholders as ordinary income.
INVESTMENT IN PASSIVE FOREIGN INVESTMENT COMPANIES
Each Fund may invest in shares of foreign corporations which may be
classified under the Code as passive foreign investment companies ("PFICs"). In
general, a foreign corporation is classified as a PFIC if at least one-half of
its assets constitute investment-type assets, or 75% or more of its gross income
is investment-type income. If a Fund receives a so-called "excess distribution"
with respect to PFIC stock, the Fund itself may be subject to a tax on a portion
of the excess distribution, whether or not the corresponding income is
distributed by the Fund to shareholders. In general, under the PFIC rules, an
excess distribution is treated as having been realized ratably over the period
during which a Fund held the PFIC shares. A Fund itself will be subject to tax
on the portion, if any, of an excess distribution that is so allocated to prior
Fund taxable years and an interest factor will be added to the tax, as if the
tax had been payable in such prior taxable years. Certain distributions from a
PFIC as well as gain from the sale of PFIC shares are treated as excess
distributions. Excess distributions are characterized as ordinary income even
though, absent application of the PFIC rules, certain excess distributions might
have been classified as capital gain.
Each Fund may be eligible to elect alternative tax treatment with
respect to PFIC shares. Each Fund may elect to mark to market its PFIC shares,
resulting in the shares being treated as sold at fair market value on the last
business day of each taxable year. Any resulting gain would be reported as
ordinary income; any resulting loss and any loss from an actual disposition of
the shares would be reported as ordinary loss to the extent of any net gains
reported in prior years. Under another election that currently is available in
some circumstances, each Fund generally would be required to include in its
gross income its share of the earnings of a PFIC on a current basis, regardless
of whether distributions are received from the PFIC in a given year.
DEBT SECURITIES ACQUIRED AT A DISCOUNT
Some of the debt securities (with a fixed maturity date of more than
one year from the date of issuance) that may be acquired by each Fund may be
treated as debt securities that are issued originally at a discount. Generally,
the amount of the original issue discount ("OID") is treated as interest income
and is included in income over the term of the debt security, even though
payment of that amount is not received until a later time, usually when the debt
security matures.
Some of the debt securities (with a fixed maturity date of more than
one year from the date of issuance) that may be acquired by each Fund in the
secondary market may be treated as having market discount. Generally, gain
recognized on the disposition of, and any partial payment of principal on, a
debt security having market discount is treated as ordinary income to the extent
the gain, or principal payment, does not exceed the "accrued market discount" on
such debt security. In addition, the deduction of any interest expenses
attributable to debt securities having market discount may be deferred. Market
discount generally accrues in equal daily installments. Each Fund may make one
or more of the elections applicable to debt securities having market discount,
which could affect the character and timing of recognition of income.
Some debt securities (with a fixed maturity date of one year or less
from the date of issuance) that may be acquired by each Fund may be treated as
having acquisition discount, or OID in the case of certain types of debt
securities. Generally, a Fund will be required to include the acquisition
discount, or OID, in income over the term of the debt security, even though
payment of that amount is not received until a later time, usually when the debt
security matures. Each Fund may make one or more of the elections applicable to
debt securities having acquisition discount, or OID, which could affect the
character and timing of recognition of income.
Each Fund generally will be required to distribute dividends to
shareholders representing discount on debt securities that is currently
includable in income, even though cash representing such income may not have
been received by each Fund. Cash to pay such dividends may be obtained from
sales proceeds of securities held by each Fund.
DISTRIBUTIONS
Distributions of investment company taxable income are taxable to a
U.S. shareholder as ordinary income, whether paid in cash or shares. Dividends
paid by a Fund to a corporate shareholder, to the extent such dividends are
attributable to dividends received from U.S. corporations by the Fund, may
qualify for the dividends received deduction. However, the revised alternative
minimum tax applicable to corporations may reduce the value of the dividends
received deduction. Distributions of net capital gains (the excess of net
long-term capital gains over net short-term capital losses), if any, designated
by each Fund as capital gain dividends, are taxable to shareholders as long-term
capital gains whether paid in cash or in shares, and regardless of how long the
shareholder has held the Fund's shares; such distributions are not eligible for
the dividends received deduction. Shareholders receiving distributions in the
form of newly issued shares will have a cost basis in each share received equal
to the net asset value of a share of that Fund on the distribution date. A
distribution of an amount in excess of a Fund's current and accumulated earnings
and profits will be treated by a shareholder as a return of capital which is
applied against and reduces the shareholder's basis in his or her shares. To the
extent that the amount of any such distribution exceeds the shareholder's basis
in his or her shares, the excess will be treated by the shareholder as gain from
a sale or exchange of the shares. Shareholders will be notified annually as to
the U.S. Federal tax status of distributions and shareholders receiving
distributions in the form of newly issued shares will receive a report as to the
net asset value of the shares received.
If the net asset value of shares is reduced below a shareholder's cost
as a result of a distribution by a Fund, such distribution generally will be
taxable even though it represents a return of invested capital. Shareholders
should be careful to consider the tax implications of buying shares just prior
to a distribution. The price of shares purchased at this time may reflect the
amount of the forthcoming distribution. Those purchasing just prior to a
distribution will receive a distribution which generally will be taxable to
them.
DISPOSITION OF SHARES
Upon a redemption, sale or exchange of his or her shares, a shareholder
will realize a taxable gain or loss depending upon his or her basis in the
shares. Such gain or loss will be treated as capital gain or loss if the shares
are capital assets in the shareholder's hands and, if so, will be long-term or
short-term, depending upon the shareholder's holding period for the shares. Any
loss realized on a redemption sale or exchange will be disallowed to the extent
the shares disposed of are replaced (including through reinvestment of
dividends) within a period of 61 days beginning 30 days before and ending 30
days after the shares are disposed of. In such a case, the basis of the shares
acquired will be adjusted to reflect the disallowed loss. Any loss realized by a
shareholder on the sale of Fund shares held by the shareholder for six-months or
less will be treated for tax purposes as a long-term capital loss to the extent
of any distributions of capital gain dividends received or treated as having
been received by the shareholder with respect to such shares.
In some cases, shareholders will not be permitted to take all or
portion of their sales loads into account for purposes of determining the amount
of gain or loss realized on the disposition of their shares. This prohibition
generally applies where (1) the shareholder incurs a sales load in acquiring the
shares of a Fund, (2) the shares are disposed of before the 91st day after the
date on which they were acquired, and (3) the shareholder subsequently acquires
shares in the same Fund or another regulated investment company and the
otherwise applicable sales charge is reduced under a "reinvestment right"
received upon the initial purchase of Fund shares. The term "reinvestment right"
means any right to acquire shares of one or more regulated investment companies
without the payment of a sales load or with the payment of a reduced sales
charge. Sales charges affected by this rule are treated as if they were incurred
with respect to the shares acquired under the reinvestment right. This provision
may be applied to successive acquisitions of fund shares.
FOREIGN WITHHOLDING TAXES
Income received by each Fund from sources within a foreign country may
be subject to withholding and other taxes imposed by that country.
If more than 50% of the value of a Fund's total assets at the close of
its taxable year consists of securities of foreign corporations, that Fund will
be eligible and may elect to "pass-through" to its shareholders the amount of
foreign income and similar taxes paid by the Fund. Pursuant to this election, a
shareholder will be required to include in gross income (in addition to taxable
dividends actually received) his or her pro rata share of the foreign income and
similar taxes paid by the Fund, and will be entitled either to deduct his or her
pro rata share of foreign income and similar taxes in computing his or her
taxable income or to use it as a foreign tax credit against his or her U.S.
Federal income taxes, subject to limitations. No deduction for foreign taxes may
be claimed by a shareholder who does not itemize deductions. Foreign taxes
generally may not be deducted by a shareholder that is an individual in
computing the alternative minimum tax. Each shareholder will be notified within
60 days after the close of each Fund's taxable year whether the foreign taxes
paid by that Fund will "pass-through" for that year and, if so, such
notification will designate (1) the shareholder's portion of the foreign taxes
paid to each such country and (2) the portion of the dividend which represents
income derived from sources within each such country.
Generally, except in the case of certain electing individual taxpayers
who have limited creditable foreign taxes and no foreign source income other
than passive investment-type income, a credit for foreign taxes is subject to
the limitation that it may not exceed the shareholder's U.S. tax attributable to
his or her total foreign source taxable income. For this purpose, if a Fund
makes the election described in the preceding paragraph, the source of that
Fund's income flows through to its shareholders. With respect to each Fund,
gains from the sale of securities generally will be treated as derived from U.S.
sources and section 988 gains will be treated as ordinary income derived from
U.S. sources. The limitation on the foreign tax credit is applied separately to
foreign source passive income, including foreign source passive income received
from each Fund. In addition, the foreign tax credit may offset only 90% of the
revised alternative minimum tax imposed on corporations and individuals.
Furthermore, the foreign tax credit is eliminated with respect to foreign taxes
withheld on dividends if the dividend-paying shares or the shares of a Fund are
held by the Fund or the shareholder, as the case may be, for less than 16 days
(46 days in the case of preferred shares) during the 30-day period (90-day
period for preferred shares) beginning 15 days (45 days for preferred shares)
before the shares become ex-dividend. In addition, if a Fund fails to satisfy
these holding period requirements, it cannot elect to pass through to
shareholders the ability to claim a deduction for related foreign taxes.
The foregoing is only a general description of the foreign tax credit
under current law. Because application of the credit depends on the particular
circumstances of each shareholder, shareholders are advised to consult their own
tax advisers.
BACKUP WITHHOLDING
Each Fund will be required to report to the Internal Revenue Service
("IRS") all taxable distributions as well as gross proceeds from the redemption
of that Fund's shares, except in the case of certain exempt shareholders. All
such distributions and proceeds will be subject to withholding of Federal income
tax at a rate of 31% ("backup withholding") in the case of non-exempt
shareholders if (1) the shareholder fails to furnish a Fund with and to certify
the shareholder's correct taxpayer identification number or social security
number, (2) the IRS notifies the shareholder or the Fund that the shareholder
has failed to report properly certain interest and dividend income to the IRS
and to respond to notices to that effect, or (3) when required to do so, the
shareholder fails to certify that he or she is not subject to backup
withholding. If the withholding provisions are applicable, any such
distributions or proceeds, whether reinvested in additional shares or taken in
cash, will be reduced by the amounts required to be withheld.
Distributions may also be subject to additional state, local and
foreign taxes depending on each shareholder's particular situation. Non-U.S.
shareholders may be subject to U.S. tax rules that differ significantly from
those summarized above. This discussion does not purport to deal with all of the
tax consequences applicable to each Fund or shareholders. Shareholders are
advised to consult their own tax advisers with respect to the particular tax
consequences to them of an investment in any Fund.
PERFORMANCE INFORMATION
Performance information for the classes of shares of each Fund may be
compared, in reports and promotional literature, to: (i) the S&P 500 Index, the
Dow Jones Industrial Average ("DJIA"), or other unmanaged indices so that
investors may compare each Fund's results with those of a group of unmanaged
securities widely regarded by investors as representative of the securities
markets in general; (ii) other groups of mutual funds tracked by Lipper
Analytical Services, a widely used independent research firm that ranks mutual
funds by overall performance, investment objectives and assets, or tracked by
other services, companies, publications or other criteria; and (iii) the
Consumer Price Index (measure for inflation) to assess the real rate of return
from an investment in each Fund. Unmanaged indices may assume the reinvestment
of dividends but generally do not reflect deductions or administrative and
management costs and expenses. Performance rankings are based on historical
information and are not intended to indicate future performance.
AVERAGE ANNUAL TOTAL RETURN. Quotations of standardized average annual
total return ("Standardized Return") for a specific class of shares of each Fund
will be expressed in terms of the average annual compounded rate of return that
would cause a hypothetical investment in that class of that Fund made on the
first day of a designated period to equal the ending redeemable value ("ERV") of
such hypothetical investment on the last day of the designated period, according
to the following formula:
P(1 + T){superscript n} = ERV
Where: P = a hypothetical initial payment of
$1,000 to purchase shares of a specific class
T = the average annual total return of shares of that class
n = the number of years
ERV = the ending redeemable value of a hypothetical $1,000 payment
made at the beginning of the period.
For purposes of the above computation for each Fund, it is assumed that
all dividends and capital gains distributions made by that Fund are reinvested
at net asset value in additional Advisor Class shares during the designated
period. Standardized Return quotations for each Fund do not take into account
any required payments for federal or state income taxes. Standardized Return
quotations are determined to the nearest 1/100 of 1%.
Each Fund may, from time to time, include in advertisements,
promotional literature or reports to shareholders or prospective investors total
return data that are not calculated according to the formula set forth above
("Non-Standardized Return").
In determining the average annual total return for a specific class of
shares of each Fund, recurring fees, if any, that are charged to all shareholder
accounts are taken into consideration. For any account fees that vary with the
size of the account of each Fund, the account fee used for purposes of the
following computations is assumed to be the fee that would be charged to the
mean account size of the Fund.
The Standardized Return for the Advisor Class shares of Ivy Global Fund
for the period from the date Advisor Class shares were first offered (January 1,
1998) through December 31, 1998 was (10.19)%. This figure reflects expense
reimbursement. Without expense reimbursement, the Standardized Return would have
been (10.41)%.
The Standardized Return for the Advisor Class shares of Ivy Global
Science & Technology Fund for the period from the date Advisor Class shares were
first offered (January 1, 1998) through December 31, 1998 was 16.99%.
The Standardized Return for the Advisor Class shares of Ivy
International Fund II for the period from the date Advisor Class shares were
first offered (January 1, 1998) through December 31, 1998 was (0.15)%. This
figure reflects expense reimbursement.
Without expense reimbursement, the Standardized Return would have been (0.24)%.
The Standardized Return for the Advisor Class shares of Ivy Pan-Europe
Fund for the period from the date Advisor Class shares were first offered
(January 1, 1998) through December 31, 1998 was (8.37)%. This figure reflects
expense reimbursement.
Without expense reimbursement, the Standardized Return would have been (11.98)%.
CUMULATIVE TOTAL RETURN. Cumulative total return is the cumulative rate
of return on a hypothetical initial investment of $1,000 in a specific class of
shares of a particular Fund for a specified period. Cumulative total return
quotations reflect changes in the price of a Fund's shares and assume that all
dividends and capital gains distributions during the period were reinvested in
Fund shares. Cumulative total return is calculated by computing the cumulative
rates of return of a hypothetical investment in a specific class of shares of a
Fund over such periods, according to the following formula (cumulative total
return is then expressed as a percentage):
C = (ERV/P) - 1
Where: C = cumulative total return
P = a hypothetical initial investment of $1,000 to
purchase shares of a specific class
ERV = ending redeemable value: ERV is
the value, at the end of the
applicable period, of a hypothetical
$1,000 investment made at the
beginning of the applicable period.
The Cumulative Total Return for the Advisor Class shares of Ivy Global
Fund for the period from the date Advisor Class shares were first offered
(January 1, 1998) through December 31, 1998 was (10.19)%.
The Cumulative Total Return for the Advisor Class shares of Ivy Global
Science & Technology Fund for the period from the date Advisor Class shares were
first offered (January 1, 1998) through December 31, 1998 was 16.99%.
The Cumulative Total Return for the Advisor Class shares of Ivy
International Fund II for the period from the date Advisor Class shares were
first offered (January 1, 1998) through December 31, 1998 was (0.15)%.
The Cumulative Total Return for the Advisor Class shares of Ivy
Pan-Europe Fund for the period from the date Advisor Class shares were first
offered (January 1, 1998) through December 31, 1998 was (8.37)%.
OTHER QUOTATIONS, COMPARISONS AND GENERAL INFORMATION. The foregoing
computation methods are prescribed for advertising and other communications
subject to SEC Rule 482. Communications not subject to this rule may contain a
number of different measures of performance, computation methods and
assumptions, including but not limited to: historical total returns; results of
actual or hypothetical investments; changes in dividends, distributions or share
values; or any graphic illustration of such data. These data may cover any
period of the Trust's existence and may or may not include the impact of sales
charges, taxes or other factors.
Performance quotations for each Fund will vary from time to time
depending on market conditions, the composition of that Fund's portfolio and
operating expenses of that Fund. These factors and possible differences in the
methods used in calculating performance quotations should be considered when
comparing performance information regarding a Fund's shares with information
published for other investment companies and other investment vehicles.
Performance quotations should also be considered relative to changes in the
value of each Fund's shares and the risks associated with each Fund's investment
objectives and policies. At any time in the future, performance quotations may
be higher or lower than past performance quotations and there can be no
assurance that any historical performance quotation will continue in the future.
Each Fund may also cite endorsements or use for comparison its
performance rankings and listings reported in such newspapers or business or
consumer publications as, among others: AAII Journal, Barron's, Boston Business
Journal, Boston Globe, Boston Herald, Business Week, Consumer's Digest, Consumer
Guide Publications, Changing Times, Financial Planning, Financial World, Forbes,
Fortune, Growth Fund Guide, Houston Post, Institutional Investor, International
Fund Monitor, Investor's Daily, Los Angeles Times, Medical Economics, Miami
Herald, Money Mutual Fund Forecaster, Mutual Fund Letter, Mutual Fund Source
Book, Mutual Fund Values, National Underwriter, Nelson's Directory of Investment
Managers, New York Times, Newsweek, No Load Fund Investor, No Load Fund* X,
Oakland Tribune, Pension World, Pensions and Investment Age, Personal Investor,
Rugg and Steele, Time, U.S. News and World Report, USA Today, The Wall Street
Journal, and Washington Post.
FINANCIAL STATEMENTS
Each Fund's (except Ivy European Opportunities Fund) Portfolio of
Investments as of December 31, 1998, Statement of Assets and Liabilities as of
December 31, 1998, Statement of Operations for the fiscal year ended December
31, 1998, Statement of Changes in Net Assets for the fiscal year ended December
31, 1998, Financial Highlights, Notes to Financial Statements, and Report of
Independent Accountants, which are included in each Fund's December 31, 1998
Annual Report to shareholders, are incorporated by reference into this SAI. Ivy
European Opportunities Fund's Statement of Assets and Liabilities as of April
28, 1999 and the notes thereto are attached hereto as Appendix B.
<PAGE>
APPENDIX A
DESCRIPTION OF STANDARD & POOR'S RATINGS GROUP ("S&P") AND
MOODY'S INVESTORS SERVICE, INC. ("MOODY'S") CORPORATE
BOND AND COMMERCIAL PAPER RATINGS
[From "Moody's Bond Record," November 1994 Issue (Moody's Investors Service, New
York, 1994), and "Standard & Poor's Municipal Ratings Handbook," October 1997
Issue (McGraw Hill, New York, 1997).]
MOODY'S:
(a) CORPORATE BONDS. Bonds rated Aaa by Moody's are judged by Moody's
to be of the best quality, carrying the smallest degree of investment risk.
Interest payments are protected by a large or exceptionally stable margin and
principal is secure. While the various protective elements are likely to change,
such changes as can be visualized are most unlikely to impair the fundamentally
strong position of such issues. Bonds rated Aa are judged by Moody's to be of
high quality by all standards. Aa bonds are rated lower than Aaa bonds because
margins of protection may not be as large as those of Aaa bonds, or fluctuations
of protective elements may be of greater amplitude, or there may be other
elements present which make the long-term risks appear somewhat larger than
those applicable to Aaa securities. Bonds which are rated A by Moody's possess
many favorable investment attributes and are to be considered as upper
medium-grade obligations. Factors giving security to principal and interest are
considered adequate, but elements may be present which suggest a susceptibility
to impairment sometime in the future. Bonds rated Baa by Moody's are considered
medium-grade obligations (i.e., they are neither highly protected nor poorly
secured). Interest payments and principal security appear adequate for the
present, but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds lack
outstanding investment characteristics and in fact have speculative
characteristics as well. Bonds which are rated Ba are judged to have speculative
elements; their future cannot be considered well-assured. Often the protection
of interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class. Bonds which are rated B generally
lack characteristics of the desirable investment. Assurance of interest and
principal payments of or maintenance of other terms of the contract over any
long period of time may be small. Bonds which are rated Caa are of poor
standing. Such issues may be in default or there may be present elements of
danger with respect to principal or interest. Bonds which are rated Ca represent
obligations which are speculative in a high degree. Such issues are often in
default or have other marked shortcomings. Bonds which are rated C are the
lowest rated class of bonds and issues so rated can be regarded as having
extremely poor prospects of ever attaining any real investment standing.
(b) COMMERCIAL PAPER. The Prime rating is the highest commercial paper
rating assigned by Moody's. Among the factors considered by Moody's in assigning
ratings are the following: (1) evaluation of the management of the issuer; (2)
economic evaluation of the issuer's industry or industries and an appraisal of
speculative-type risks which may be inherent in certain areas; (3) evaluation of
the issuer's products in relation to competition and customer acceptance; (4)
liquidity; (5) amount and quality of long-term debt; (6) trend of earnings over
a period of ten years; (7) financial strength of a parent company and the
relationships which exist with the issuer; and (8) recognition by management of
obligations which may be present or may arise as a result of public interest
questions and preparations to meet such obligations. Issuers within this Prime
category may be given ratings 1, 2 or 3, depending on the relative strengths of
these factors. The designation of Prime-1 indicates the highest quality
repayment capacity of the rated issue. Issuers rated Prime-2 are deemed to have
a strong ability for repayment while issuers voted Prime-3 are deemed to have an
acceptable ability for repayment. Issuers rated Not Prime do not fall within any
of the Prime rating categories.
S&P:
(a) CORPORATE BONDS. An S&P corporate debt rating is a current
assessment of the creditworthiness of an obligor with respect to a specific
obligation. The ratings are based on current information furnished by the issuer
or obtained by S&P from other sources it considers reliable. The ratings
described below may be modified by the addition of a plus or minus sign to show
relative standing within the major rating categories.
Debt rated AAA has the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong. Debt rated AA is judged by S&P
to have a very strong capacity to pay interest and repay principal and differs
from the highest rated issues only in small degree. Debt rated A by S&P has a
strong capacity to pay interest and repay principal, although it is somewhat
more susceptible to the adverse effects of changes in circumstances and economic
conditions than debt in higher rated categories.
Debt rated BBB by S&P is regarded by S&P as having an adequate capacity
to pay interest and repay principal. Although such bonds normally exhibit
adequate protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay interest and
repay principal than debt in higher rated categories.
Debt rated BB, B, CCC, CC and C is regarded as having predominately
speculative characteristics with respect to capacity to pay interest and repay
principal. BB indicates the least degree of speculation and C the highest. While
such debt will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or exposures to adverse conditions. Debt
rated BB has less near-term vulnerability to default than other speculative
issues. However, it faces major ongoing uncertainties or exposure to adverse
business, financial or economic conditions which could lead to inadequate
capacity to meet timely interest and principal payments. The BB rating category
is also used for debt subordinated to senior debt that is assigned an actual or
implied BBB- rating. Debt rated B has a greater vulnerability to default but
currently has the capacity to meet interest payments and principal repayments.
Adverse business, financial, or economic conditions will likely impair capacity
or willingness to pay interest and repay principal. The B rating category is
also used for debt subordinated to senior debt that is assigned an actual or
implied BB or BB- rating. Debt rated CCC has a currently identifiable
vulnerability to default, and is dependent upon favorable business, financial,
and economic conditions to meet timely payment of interest and repayment of
principal. In the event of adverse business, financial or economic conditions,
it is not likely to have the capacity to pay interest and repay principal. The
CCC rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied B or B- rating. The rating CC typically is applied
to debt subordinated to senior debt which is assigned an actual or implied CCC
debt rating. The rating C typically is applied to debt subordinated to senior
debt which is assigned an actual or implied CCC- debt rating. The C rating may
be used to cover a situation where a bankruptcy petition has been filed, but
debt service payments are continued.
The rating CI is reserved for income bonds on which no interest is
being paid. Debt rated D is in payment default. The D rating category is used
when interest payments or principal payments are not made on the date due, even
if the applicable grace period has not expired, unless S&P believes that such
payments will be made during such grace period. The D rating also will be used
upon the filing of a bankruptcy petition if debt service payments are
jeopardized.
(b) COMMERCIAL PAPER. An S&P commercial paper rating is a current
assessment of the likelihood of timely payment of debt considered short-term in
the relevant market.
The commercial paper rating A-1 by S&P indicates that the degree of
safety regarding timely payment is strong. Those issues determined to possess
extremely strong safety characteristics are denoted with a plus sign (+)
designation. For commercial paper with an A-2 rating, the capacity for timely
payment on issues is satisfactory, but not as high as for issues designated A-1.
Issues rated A-3 have adequate capacity for timely payment, but are more
vulnerable to the adverse effects of changes in circumstances than obligations
carrying higher designations.
Issues rated B are regarded as having only speculative capacity for
timely payment. The C rating is assigned to short-term debt obligations with a
doubtful capacity for payment. Debt rated D is in payment default. The D rating
category is used when interest payments or principal payments are not made on
the date due, even if the applicable grace period has not expired, unless S&P
believes such payments will be made during such grace period.
<PAGE>
APPENDIX B
STATEMENT OF ASSETS AND LIABILITIES
AS OF APRIL 28, 1999
AND REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
IVY EUROPEAN OPPORTUNITIES FUND
STATEMENT OF ASSETS AND LIABILITIES
APRIL 28, 1999
ASSETS
Cash...............................................................$500,040
Prepaid offering cost.............................................. 16,500
Prepaid blue sky fees.............................................. 43,000
Total Assets....................................................559,540
------------
LIABILITIES
Due to affiliate.................................................. 59,500
---------
NET ASSETS..............................................................$500,040
=======
CLASS A:
Net asset value and redemption price per share
($10.00 / 1 share outstanding)..................................$10.00
=======
Maximum offering price per share
($10.00 x 100 / 94.25)*.........................................$10.61
=======
CLASS B:
Net asset value, offering price and redemption price** per share
($10.00 / 1 share outstanding)..................................$10.00
=======
CLASS C:
Net asset value, offering price and redemption price*** per share
($10.00 / 1 share outstanding)..................................$10.00
=======
CLASS I:
Net asset value, offering price and redemption price per share
($10.00 / 1 share outstanding)..................................$10.00
=======
ADVISOR CLASS:
Net asset value, offering price and redemption price per share
($500,000.00 / 50,000 shares outstanding).......................$10.00
=======
NET ASSETS CONSISTS OF:
Capital paid-in $500,040
=======
<PAGE>
* On sales of more than $100,000 the offering price is reduced.
** Redemption price per share is equal to the net asset value per share less
any applicable contingent deferred sales charge, up to a maximum of 5%.
*** Redemption price per share is equal to the net asset value per share less
any applicable contingent deferred sales charge, up to a maximum of 1%.
The accompanying notes are an integral part of
the financial statement.
IVY EUROPEAN OPPORTUNITIES FUND
NOTES TO STATEMENT OF ASSETS AND LIABILITIES
APRIL 28, 1999
1. ORGANIZATION: Ivy European Opportunities Fund is a diversified series of
shares of Ivy Fund. The shares of beneficial interest are assigned no par value
and an unlimited number of shares of Class A, Class B, Class C, Class I and
Advisor Class are authorized. Ivy Fund was organized as a Massachusetts business
trust under a Declaration of Trust dated December 21, 1983 and is registered
under the Investment Company Act of 1940, as amended, as an open-end management
investment company.
The Fund will commence operations on April 30, 1999. As of the date of this
report, operations have been limited to organizational matters and the issuance
of initial shares to Mackenzie Investment Management Inc. (MIMI).
2. ORGANIZATIONAL COSTS: The Fund incurred organizational expenses of $7,100,
comprised of $2,500 for auditing and $4,600 for legal. The full amount of
organizational expenses were assumed by MIMI and the Fund is not required to
reimburse MIMI.
3. OFFERING COST AND PREPAID BLUE SKY FEES: Offering cost, consisting of legal
fees, and blue sky fees will be amortized over a one year period beginning April
30, 1999, the date the Fund is expected to commence operations. Offering cost
and blue sky fees have been paid by MIMI and will be reimbursed by the Fund.
4. TRANSACTIONS WITH AFFILIATES: Ivy Management, Inc. (IMI), a wholly owned
subsidiary of MIMI, is the Manager and Investment Manager of the Fund. For the
current fiscal year, IMI contractually limits the Fund's total operating
expenses (excluding taxes, 12b-1 fees, brokerage commissions, interest,
litigation and indemnification expenses, and any other extraordinary expenses)
to an annual rate of 1.95% of its average net assets. For each of the following
nine years, IMI will ensure that these expenses do not exceed 2.50% of the
Fund's average net assets.
MIMI provides certain administrative, accounting and pricing services for the
Fund.
Ivy Mackenzie Distributors, Inc. (IMDI), a wholly owned subsidiary of MIMI, is
the underwriter and distributor of the Fund's shares, and as such, purchases
shares from the Fund at net asset value to settle orders from investment
dealers.
Ivy Mackenzie Services Corp. (IMSC), a wholly owned subsidiary of MIMI, is the
transfer and shareholder servicing agent for the Fund.
Officers of Ivy Fund are officers and/or employees of MIMI, IMI, IMDI and IMSC.
Such individuals are not compensated by the Fund for services in their capacity
as officers of Ivy Fund. Trustees of Ivy Fund who are not affiliated with MIMI
or IMI receive compensation from the Fund. No such amounts have been incurred as
of April 28, 1999.
